0001213900-19-014412 Sample Contracts

Inpixon – FORM OF SERIES A WARRANT TO PURCHASE COMMON STOCK INPIXON (August 2nd, 2019)

THIS SERIES A WARRANT TO PURCHASE COMMON STOCK (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 [___________] (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).

Inpixon – FORM OF SERIES B WARRANT TO PURCHASE COMMON STOCK (August 2nd, 2019)

THIS SERIES B WARRANT TO PURCHASE COMMON STOCK (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 Amendment Date, unless a Waiver (as defined below) is obtained (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on [___________] (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).

Inpixon – Mitchell Silberberg & Knupp llp A Law Partnership Including Professional Corporations (August 2nd, 2019)

We have acted as counsel to Inpixon, a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering (the “Offering”) of up to $15 million in the aggregate of (i) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) shares of Series 6 Convertible Preferred Stock, par value $0.001 per share (the “Series 6 Preferred”), which are convertible into shares of Common Stock (the “Conversion Shares”), (iii) Series A warrants to purchase shares of Common Stock (the “Series A Warrants”), (iv) Series B warrants to purchase shares of Common Stock (the “Series B Warrants”; together with Series

Inpixon – INPIXON CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 6 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.195 OF THE NEVADA REVISED STATUTES (August 2nd, 2019)
Inpixon – [●] Shares of Common Stock [●] Shares of Series 6 Convertible Preferred Stock and Series A Warrants to Purchase up to [●] Shares of Common Stock Series B Warrants to Purchase up to [●] Shares of Common Stock INPIXON UNDERWRITING AGREEMENT (August 2nd, 2019)