0001213900-19-000710 Sample Contracts

Inpixon and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of January 14, 2019 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 15th, 2019 • Inpixon • Services-computer programming services • New York

WARRANT AGENCY AGREEMENT, dated as of January 14, 2019 (“Agreement”), by and among Inpixon, a Nevada corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”).

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COMMON STOCK PURCHASE WARRANT INPIXON
Inpixon • January 15th, 2019 • Services-computer programming services • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inpixon, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei

Inpixon 2479 E. Bayshore Road Suite 195 Palo Alto, CA 94303
Letter Agreement • January 15th, 2019 • Inpixon • Services-computer programming services

Reference is hereby made to that certain Dealer-Manager Agreement, dated December 7, 2018 (the “Dealer-Manager Agreement”), by and between Inpixon (the “Company”) and Maxim Group LLC, as dealer-manager (the “Dealer-Manager”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Dealer-Manager Agreement.

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