Exhibit
10.2


 


PLACEMENT
AGENCY AGREEMENT


 


January
5, 2018


 


Roth
Capital Partners, LLC


888
San Clemente Drive


Newport
Beach, CA 92660


 


Ladies
and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”), Inpixon, a Nevada corporation (the “Company”),
hereby agrees to sell up to an aggregate of $3,185,002 ofsecurities of the Company, including, but not limited to, 17,994,359shares
(the “Shares”) of the Company’s common stock, $0.001 par value per share (the "Common Stock”),
and common stock purchase warrants to purchase up to an aggregate of 17,994,359 shares of Common Stock (the “Warrants”
and, together with the Shares, the “Securities”) directly to various investors (each, an “Investor”
and, collectively, the “Investors”) through Roth Capital Partners, LLC, as placement agent (the “Placement
Agent”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined
below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively
referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is $0.177 and
the exercise price to the Investors for each share of common stock issuable upon exercise of the Warrants is $0.22. The Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section
1. Agreement to Act as Placement Agent.


 


(a)
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale
by the Company of the Shares pursuant to the Company's registration statement on Form S-3 (File No. 333-204159) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions
and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to
accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof,
payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each
Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:


 


(i)
A cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering
(the “Closing”).


 






    


     


    

 


(ii)
The Company agrees to reimburse Placement Agent’s out of pocket expenses in an amount of up to $80,000 payable immediately
upon the Closing of the Offering.


 


(iii)
If the Company sells any securities to any investors contacted by the Placement Agent in connection with the Offering herein following
the termination of this Agreement and on or prior to September 28, 2018, the Company shall pay to the Placement Agent a cash fee
of 8% of the gross proceeds to the Company from the sale of securities to such investors.


 


(b)
The term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “Exclusive Term”);
provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days
written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality,
indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions
will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and
payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be
reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or
engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than
the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one
or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed
under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 






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Section
2. Representations, Warranties and Covenants of the Company. Reference in this Section 2 to “Disclosure Schedules”
shall refer in all cases to the Disclosures Schedules delivered in connection with the Securities Purchase Agreement dated as
of the date hereof entered into by and among the Company and the Investors with respect to the Offering. The Company hereby represents,
warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date, as follows:


 


(a)
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), which was filed
on May 14, 2015 and declared effective on May 28, 2015 for the registration of the Shares under the Securities Act. Following
the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, the
Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations
(the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus relating to the
placement of the Shares, their respective pricings and the plan of distribution thereof and will advise the Placement Agent of
all further information (financial and other) with respect to the Company required to be set forth therein. Such registration
statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called
the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement
is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form
in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Base Prospectus as so amended
or supplemented) is hereinafter called the “Prospectus Supplement.” The Registration Statement at the time
it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in
this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement
shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”),
if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus
or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the
date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be
incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included,” “described,” “referenced,” “set forth”
or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references
of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is
or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,
as the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement or intends to commence
a proceeding for any such purpose.


 






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(b)
Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable
Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement,
each as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules
and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain
as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when
they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable
rules and regulations promulgated thereunder, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances
under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set
forth therein is required to be filed with the Commission. Except for this Agreement, there are no documents required to be filed
with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to
the Securities Act or (y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts
or other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules
to the Registration Statement, which have not been described or filed as required.


 


(c)
Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,
prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base
Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and
any other materials permitted by the Securities Act.


 


(d)
Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set
forth in the Incorporated Documents. Except as set forth on Schedule 3.1(a) of the Disclosure Schedules, the Company owns,
directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any liens, charges,
security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”),
and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.


 






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(e)
Organization and Qualification. Except as set forth on Schedule 3.1(b) of the Disclosure Schedules, the Company
and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties
and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default
of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement
or any other agreement entered into between the Company and the Investors, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii)
a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under this Agreement or the transactions contemplated under the Prospectus Supplement (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no action, claim, suit, investigation or proceeding (including, without limitation, an informal
investigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”)
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification.


 


(f)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the Prospectus Supplement and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of each of this Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby and under the Prospectus Supplement have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board of
Directors”) or the Company’s stockholders in connection therewith other than in connection with the Required Approvals
(as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


 






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(g)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Prospectus Supplement, the issuance and sale of the Securities and the consummation by it of the transactions
contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.


 


(h)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactions
contemplated pursuant to the Prospectus Supplement, other than: (i) the filing with the Commission of the Prospectus Supplement,
(ii) application(s) to the Nasdaq Capital Market (the “Trading Market”) for the listing of the Shares and Warrant
Shares for trading thereon in the time and manner required thereby, (iii) such filings as are required to be made under applicable
state securities laws, iv) the filing of Form D with the Commission, and (vii) the consents identified on Schedule 3.1(e)
of the Disclosure Schedules (collectively, the “Required Approvals”).


 


(i)
Issuance of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the
Prospectus Supplement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The shares issuable upon exercise of the Warrants (the “Warrant Shares”), when issued in accordance with
the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of Shares issuable pursuant to the Prospectus
Supplement.


 






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(j)
Capitalization. The capitalization of the Company is as set forth in the Incorporated Documents. Except as described in
the Company’s SEC Reports, the Company has not issued any capital stock since its most recently filed periodic report under
the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,
the issuance of shares of Common Stock to employees and consultants pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of securities of the Company or the Subsidiaries which would entitle the holder
thereof to acquire at any time any Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock (“Common Stock Equivalents”) outstanding as of the date of the most recently
filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by this Agreement and the transactions contemplated pursuant
to the Prospectus Supplement. Except as described in the SEC Reports or as set forth on Schedule 3.1(g)(ii) of the Disclosure
Schedules, or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock
of the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any
Subsidiary. Except as described on Schedule 3.1(g)(iii) of the Disclosure Schedules, the issuance and sale of the Securities will
not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investors)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. Except as described on Schedule 3.1(g)(iii) of the Disclosure Schedules, there are no outstanding
securities or instruments of the Company of any Subsidiary that contain any redemption of similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem
a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights of “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized.
All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued
in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. Except as described on Schedule 3.1(g)(iii) of the Disclosure
Schedules, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance
and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to
the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of
the Company’s stockholders.


 


(k)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject
to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal, immaterial, year-end audit adjustments.


 






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(l)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof or
as set forth on Schedule 3.1(i) of the Disclosure Schedules, (i) there has been no event, occurrence or development that has had
or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company
has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or
made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities
to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending
before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated
by the Prospectus Supplement or as set forth on Schedule 3.1(i) of the Disclosure Schedules or disclosed in the Prospectus Supplement,
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial
condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation
is made.


 


(m)
Litigation. Except as set forth on Schedule 3.1(j) of the Disclosure Schedules, there is no action, suit, inquiry, notice
of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company,
any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency
or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of this Agreement and the transactions contemplated pursuant
to the Prospectus Supplement or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected
to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has
been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 






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(n)
Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any
of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer of the Company
or any Subsidiary, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract
or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer
does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company
and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(o)
Compliance. Except as set forth on Schedule 3.1(l) of the Disclosure Schedules, neither the Company nor any Subsidiary:
(i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time
or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice
of a claim that it is in default under or that it is in violation of, any material agreement that has been filed in the Company’s
SEC Reports in accordance with Item 601(b)(10) of Regulation S-K (whether or not such default or violation has been waived), (ii)
is in violation of any judgment, decree or order of any court, arbitrator or governmental authority or (iii) is or has been in
violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign,
federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


(p)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance in all material respects with all federal, state,
local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface
water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand
letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered,
promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance
with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to
so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect


 






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(q)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material Permit.


 


(r)
Title to Assets. Except as set forth on Schedule 3.1(o) of the Disclosure Schedules, the Company and the Subsidiaries
have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal
property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all
Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made
and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other
taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.


 


(s)
Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights necessary or material for use in connection with their respective businesses as described in
the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since
the date of the latest audited financial statements included within the SEC Reports, a notice (written or otherwise) of a claim
or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except
as would not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    	 	10	 



     


    

 


(t)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
in cost.


 


(u)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports or Schedule 3.1(r) of the Disclosure
Schedules, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the
employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from
or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 


(v)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects
with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and
all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as
of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls
and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls
and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most
recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company
and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.


 






    	 	11	 



     


    

 


(w)
Certain Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are
or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by this Agreement and the transactions contemplated pursuant
to the Prospectus Supplement. The Investors shall have no obligation with respect to any fees or with respect to any claims made
by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement.


 


(x)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 


(y)
Registration Rights. Except as set forth on Schedule 3.1(v) of the Disclosure Schedules, no Person has any right
to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or
any Subsidiary.


 


(z)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor, other than as set forth on Schedule 3.1(w) of the Disclosure Schedules,
has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth
on Schedule 3(w) of the Disclosure Schedules, the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading Market. Except for the non-compliance described on
Schedule 3(w) of the Disclosure Schedules, the Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible
for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such
electronic transfer.


 






    	 	12	 



     


    

 


(aa)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of
the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions
contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of
the Securities and the Investors’ ownership of the Securities.


 


(bb)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement
and the transactions contemplated pursuant to the Prospectus Supplement, the Company confirms that neither it nor any other Person
acting on its behalf has provided any of the Investors or their agents or counsel with any information that it believes constitutes
or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company
understands and confirms that the Investors will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Investors regarding the Company and, its
Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules, is true
and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases
disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were made and when made, not misleading.


 


(cc)
No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable
shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.


 






    	 	13	 



     


    

 


(dd)
Solvency. Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to
the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from each
Closing Date. The SEC Reports and Schedule 3.1(aa) of the Disclosure Schedules set forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.
For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts
owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments
in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
is in default with respect to any Indebtedness.


 


(ee)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(ff)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 






    	 	14	 



     


    

 


(gg)
Accountants. The Company’s accounting firm is set forth in the Incorporated Documents. To the knowledge and belief
of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal
year ending December 31, 2017.


 


(hh)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent in connection with the placement of the Securities.


 


(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary, to the Company's knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(jj)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Investor’s
request.


 


(kk)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 






    	 	15	 



     


    

 


(mm)
Private Placement. Assuming the accuracy of the Investors’ representations and warranties set forth in Purchase Agreement,
no registration under the Securities Act is required for the offer and sale of the Warrants or the Warrant Shares by the Company
to the Investors as contemplated hereby.


 


(nn)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Warrant
or Warrant Shares by any form of general solicitation or general advertising. The Company has offered the Warrants and Warrant
Shares for sale only to the Investors and certain other “accredited investors” within the meaning of Rule 501 under
the Securities Act.


 


(oo)
No Disqualification Events. With respect to the Warrant and Warrant Shares to be offered and sold hereunder in reliance on Rule
506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person")
is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company
has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors
a copy of any disclosures provided thereunder.


 


(pp)
Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person)
that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any Securities.


 


(qq)
Notice of Disqualification Events. The Company will notify the Investors and the Placement Agent in writing, prior to the Closing
Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of
time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it
is aware.


 


(rr)
Certificates. Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for
the Placement Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters
set forth therein.


 


(ss)
Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing
representations and warranties and hereby consents to such reliance.


 


(tt)
FINRA Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors
or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.


 






    	 	16	 



     


    

 


Section
3. Delivery and Payment. Each Closing shall occur at the offices of the Ellenoff Grossman & Schole LLP, 1345 Avenue of
the Americas, New York, New York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed
upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase
price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities,
and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request
at least one business day before the time of purchase (as defined below).


 


Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel.
All actions taken at a Closing shall be deemed to have occurred simultaneously.


 


Section
4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)
Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of
the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus
Supplement or any amended Prospectus Supplement has been filed and will furnish the Placement Agent with copies thereof. The Company
will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus Supplement and
for so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement
Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to
amend or supplement any Prospectus Supplement or for additional information, and (ii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed
at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of
the Base Prospectus or any Prospectus Supplement or any amendment or supplement thereto or any post-effective amendment to the
Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of
the institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or a Prospectus Supplement or for additional information. The Company
shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission
shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts
to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best
efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that
it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with
respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by
the Company under such Rule 424(b) are received in a timely manner by the Commission.


 






    	 	17	 



     


    

 


(b)
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the
Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the
Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be
reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,
and provided further that the Company shall not be required to produce any new disclosure document other than a Prospectus Supplement.
The Company will, from time to time, prepare and file such statements, reports and other documents as are or may be required to
continue such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution of
the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration of
(or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat
of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 


(c)
Amendments and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities Act
and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period
in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the
Incorporated Documents or any Prospectus Supplement (the “Prospectus Delivery Period”), any event shall occur
as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent,
it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus Supplement in order to make the statements
therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary
at any time to amend or supplement the Incorporated Documents or any Prospectus Supplement or to file under the Exchange Act any
Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its
own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the
Registration Statement, the Incorporated Documents or any Prospectus Supplement that is necessary in order to make the statements
in the Incorporated Documents and any Prospectus Supplement as so amended or supplemented, in the light of the circumstances under
which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or
any Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration Statement or
supplementing the Incorporated Documents or any Prospectus Supplement in connection with the Offering, the Company will furnish
the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to
which the Placement Agent reasonably objects.


 






    	 	18	 



     


    

 


(d)
Copies of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agent, without
charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many
copies of the Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including any Incorporated
Documents, if any) as the Placement Agent may reasonably request.


 


(e)
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement
Agent, make any offer relating to the Shares that would constitute a Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company
with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly
consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company
covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply
with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.


 


(f)
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)
Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but
in any event not later than 18 months after the last Closing Date, the Company will make generally available to its security holders
and to the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the last
Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 


(h)
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with
the Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods
and in the manner required by the Exchange Act.


 


(i)
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the
Placement Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance
reasonably acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and
each is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in any such purchase,
subscription or other agreement with Investors in the Offering.


 






    	 	19	 



     


    

 


(j)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


 


(k)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the
benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to,
without the Placement Agent's prior written consent.


 


(l)
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing,
make public its involvement with the Offering.


 


(m)
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting
advice.


 


(n)
Research Matters. By entering into this Agreement, the Placement Agent does
not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company
hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way
conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In
accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly
offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price
target, to the Company or inducement for the receipt of business or compensation.


 


Section
5. Conditions Precedent.


 


(a)
Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(i)
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus Supplement (in accordance
with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall
have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
no order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution
of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory
authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge
of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for
additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection
to the fairness and reasonableness of the placement terms and arrangements.


 






    	 	20	 



     


    

 


(ii)
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed
or resolved in a manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with
such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in
this Section 5.


 


(iii)
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date,
in the Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect or any material adverse change or development involving a prospective material adverse change in the condition or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus (“Material Adverse Change”).


 


(iv)
Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion
of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter
addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.


 


(v)
Lock-Up Agreements. On the Closing Date, the Placement Agent shall have received the executed lock-up agreement, in the
form attached hereto as Exhibit A, from each of the directors and officers of the Company.


 


(vi)
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement,
the Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:


 


(1)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing
Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;


 


(2)
No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge,
threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or
any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange
in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;


 






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(3)
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery
of such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or
were filed with the Commission, contained all material information required to be included therein by the Securities Act and the
Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission
thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, did not and do not include
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the
preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use
therein) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities Act
and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents which has not been so
set forth; and


 


(4)
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents
and any Prospectus Supplement, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the
Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation,
direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary,
except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto
resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary;
(e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage
(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained
which has a Material Adverse Effect.


 


(vii)
Reserved.


 


(viii)
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market, nor, except as set forth on Schedule 3.1(w) of the Disclosure Schedules, shall the Company have received any information
suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing.


 






    	 	22	 



     


    

 


(ix)
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have
received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance
and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties,
or the satisfaction of any of the conditions or agreements, herein contained.


 


(b)
Conditions of the Obligations of the Company. The obligations of the Company hereunder shall be subject the following additional
conditions:


 


(i)
Placement Agent Certification. The Company shall have received a certification from the Placement Agent, in form agreed
to by the Company and the Placement Agent, attesting as to the Placement Agent not being subject to any Disqualification Events,
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).


 


If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification
and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall
survive such termination.


 






    	 	23	 



     


    

 


Section
6. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving
costs); (ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the
Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities
laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,”
an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement
Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval
by the FINRA of the Placement Agent's participation in the offering and distribution of the Securities; (viii) the fees and expenses
associated with including the Shares and Warrant Shares on the Trading Market; (ix) all costs and expenses incident to the travel
and accommodation of the Company’s and the Placement Agent's employees on the “roadshow,” if any; and
(x) all other fees, costs and expenses referred to in Part II of the Registration Statement; provided that all such costs, fees
and expenses shall not exceed $75,000 in the aggregate.


 


Section
7. Indemnification and Contribution.


 


(a)
The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement
Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement
Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified
Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively,
the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable
fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the
“Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending
any Actions, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with,
any untrue statement or alleged untrue statement of a material fact contained in any Incorporated Document or by any omission
or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly
for use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to
be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's
actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the
case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that
are finally judicially determined to have resulted solely from such Indemnified Person's (x) gross negligence or willful misconduct
in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or
information concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized
for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse
each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under
this Agreement.


 






    	 	24	 



     


    

 


(b)
Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions,
in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes
an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification
or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and
payable.


 






    	 	25	 



     


    

 


(c)
In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement,
the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as
is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other
Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of
the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with
the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided
that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate,
are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant
to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement
Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the
total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or
transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the
fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was
not guilty of fraudulent misrepresentation.


 


(d)
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any
such advice, services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially
determined to have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any
such advice, actions, inactions or services.


 


(e)
The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this
Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's
services under or in connection with, this Agreement.


 


Section
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the
case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.
A successor to a Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be
entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 






    	 	26	 



     


    

 


Section
9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed
to the parties hereto as follows:


 


If
to the Placement Agent to the address set forth above, attention: Aaron Gurewitz, email: rothecm@roth.com


 


With
a copy to: 


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105-0302


e-mail:
capmkts@egsllp,com


Attention:
Robert Charron


 


If
to the Company:


 


Nadir
Ali


Chief
Executive Officer


e-mail:
Nadir.ali@Inpixon.com


 


With
a copy to: 


 


Melanie
Figueroa, Esq.


Mitchell
Silberberg Knupp LLP


12
East 49th Street, 30th Floor


New
York, NY 10017


e-mail:
mxf@msk.com


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 






    	 	27	 



     


    

 


Section
10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of
the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 


Section
11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section
12. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
engagement letter and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect
and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to
this engagement letter and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which
it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction
of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York
in any such suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the
Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified
mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent,
in any such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees
that neither the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives
of the Placement Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates,
shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with
the engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred
by us that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities.
If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 






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Section
13. General Provisions.


 


(a)
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and
all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding
anything herein to the contrary, the Engagement Agreement, dated September 28, 2017 (“Engagement Agreement”),
between the Company and Roth Capital Partners, LLC shall continue to be effective and the terms therein shall continue to survive
and be enforceable by the Placement Agent in accordance with its terms, provided that, in the event of a conflict between the
terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail. This Agreement may be executed
in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and
no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of
this Agreement.


 


(b)
The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities


 


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remainder of this page has been intentionally left blank.]


 




    	 	29	 



     


    


 


If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with
all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very
    truly yours,
	 	 
	 	INPIXON,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	 	Name:
    Nadir Ali
	 	 	Title:
    Chief Executive Officer


 


The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


ROTH
CAPITAL PARTNERS, LLC


 


	By:	/s/
    Aarin M. Gurewitz	 
	 	Name:
    Aaron M. Gurewitz	 
	 	Title:
    Head of Equity Capital Markets	 


 


 


 30