Exhibit 10.2


 


STOCK
ASSIGNMENT AGREEMENT






This
STOCK ASSIGNMENT AGREEMENT (this “Agreement”), dated as of December 14, 2015, is made and entered into
by and between AirPatrol Corp., a Nevada corporation (the “Assigner”), and Sysorex Global Holdings Corp.,
a Nevada corporation (the “Assignee”).


 


RECITALS


 


WHEREAS,
the Assigner owns 100 issued and outstanding shares of common stock, no par value (the “Stock”) of AirPatrol
Research Corp., a Canadian corporation; and


 


WHEREAS,
Assigner wishes to transfer, assign, and convey to Assignee the Stock, and all of Assigner’s right, title and interest in
the Stock, and Assignee desires to accept and receive the Stock and to be bound by the terms and conditions set forth in this
Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assigner and Assignee
hereby agree as follows:


 


AGREEMENT


 


1.Assignment
of Stock; Effectiveness. Assigner hereby transfers, assigns, and conveys to Assignee, and Assignee hereby accepts and receives
from Assigner, the Stock, to be effective on December 16, 2015 (the “Effective Date”).


 


2.Assignment
Steps. On or prior to the Effective Date, Assigner will execute and deliver the stock power attached hereto, and deliver the
share certificates representing the Stock to Assignee. All other necessary actions have been taken to ensure that the execution,
delivery, and performance by Assigner of the transaction evidenced by this Agreement have been duly authorized.


 


3.Further
Assurances. Assigner and Assignee mutually agree to cooperate at all times from and after the date hereof with respect to
any of the matters described herein, and to execute any further deeds, bills of sale, assignments, releases, assumptions, notifications,
or other documents as may be reasonably requested by the other party hereto for the purpose of giving effect to, evidencing, or
giving notice of the transaction evidenced by this Agreement.


 


4.Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same Agreement.
Electronic copies of executed signature pages (whether in .pdf or facsimile format or otherwise) to this Agreement shall have
the same effect as original signature pages.


 


5.Governing
Law. This Agreement shall be governed by the substantive laws of the State of Nevada, without regard to conflict of laws rules
thereof.


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.


 


	 	ASSIGNER:
	 	 
	 	AirPatrol
    Corp.,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	Sysorex
    Global Holdings Corp.,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	Chief
    Executive Officer





 


[Signature
Page]




     


     


    

 


STOCK
POWER


 


December
16, 2015


 


For
value received, the undersigned does hereby sell, assign, and transfer unto Sysorex Global Holdings Corp., a Nevada corporation,
100 shares of common stock of AirPatrol Research Corp., a Canadian corporation (the “Corporation”),
no par value, as represented by Certificate No. 1, attached hereto, which represent one hundred percent (100%) of the undersigned’s
right, title, and interest to common shares of the Corporation standing in the name of the undersigned on the books of the Corporation,
and does hereby irrevocably constitute and appoint the Secretary of the Corporation as attorney-in-fact of the undersigned to
transfer the said stock on the books of the Corporation with full power of substitution in the premises.


 


IN
WITNESS WHEREOF, the undersigned has executed this stock power as of the day and year first written above.


 


	 	AirPatrol
    Corp.,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	President