Exhibit 10.5


 


LEAK-OUT AGREEMENT


 


January __, 2018


 


This agreement (the
“Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Inpixon, a
Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively,
the “Holder”).


 


Reference is hereby
made to (a) the Securities Purchase Agreement, dated January ___, 2018, by and among the Company and the certain purchasers signatory
thereto (the “SPA”), pursuant to which the Holder acquired (i) shares of Common Stock (“Shares”)
and (ii) Warrants to purchase Common Stock (collectively, the “Holder Warrants” and together with the Shares,
the “Securities”), and (b) the registration statement on Form S-3 (File No. 333-204159) (“Registration
Statement”). Capitalized terms not defined herein shall have the meaning as set forth in the SPA.


 


On January 9, 2018
(such date, the “Effective Date” and such date and only such date, the “Restricted Period”),
neither the Holder, nor any Affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the SPA,
(y) has or shares discretion relating to such Holder’s investments or trading or information concerning such Holder’s
investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning such Affiliate’s
investments or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell dispose
or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative
transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such
date, a “Date of Determination”), Shares or shares of the Company’s Common Stock otherwise acquired following
the Effective Date, in an amount more than ___%1 of the trading volume of Common Stock as reported by Bloomberg, LP
for the applicable Date of Determination.


 


Notwithstanding anything
herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part,
of the Shares (the “Restricted Securities”) to any Person (an “Assignee”) in a transaction
which does not need to be reported on the Nasdaq consolidated tape, without complying with (or otherwise limited by) the restrictions
set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the
Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee
Agreement”, and each such transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer,
sales of the Holder and the Holder’s Trading Affiliates and all Assignees (other than any such sales that constitute Permitted
Transfers) shall be aggregated for all purposes of this Leak-Out Agreement and all Assignee Agreements.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing
and shall be given in accordance with the terms of the SPA.


 


This Leak-Out Agreement
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


 









1
Pro rata portion of 35% among investors executing Leak-Out Agreements, based on Subscription Amount.




 






     


     


    

 


This Leak-Out Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and
assigns.


 


This Leak-Out Agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by Sections 5.9 and 5.20
of the SPA.


 


Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto
will not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance
with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms
hereof in addition to any other remedy it may seek, at law or in equity.


 


The obligations of
the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of any of the Securities
issued under the SPA (each, an “Other Holder”), and the Holder shall not be responsible in any way for the performance
of the obligations of any Other Holder under any such other agreement. Nothing contained in this Leak-Out Agreement, and no action
taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Leak-Out Agreement and the Company
acknowledges that the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder confirm that the Holder
has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and
advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights
arising out of this Leak-Out Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party
in any proceeding for such purpose.


 


The Company hereby
represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered
to any Other Holder with respect to any restrictions on the sale of Securities substantially in the form of this Leak-Out Agreement
(or any amendment, modification, waiver or release thereof) (each a “Settlement Document”), is or will be more
favorable to such Other Holder than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company
enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence
thereof and (ii) the terms and conditions of this Leak-Out Agreement shall be, without any further action by the Holder or the
Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive
the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided
that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified
term or condition, in which event the term or condition contained in this Agreement shall apply to the Holder as it was in effect
immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder.
The provisions of this paragraph shall apply similarly and equally to each Settlement Document.


 


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[Signature Page to INPX Leak-out]


 


	 	Sincerely,
	 	 
	 	inpixon
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Agreed to and Acknowledged:


 


	“HOLDER”	 
	 	 
	 	 
	 	 	 
	By: 	 	 
	 	Name: 	 
	 	Title:	 


 




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