Exhibit 10.62


 


LEAK-OUT
AGREEMENT


 


________,
2018                              


 


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


 


Reference
is hereby made to (a) the Securities Purchase Agreement, dated _______, 2018, by and among the Company and the certain purchasers
signatory thereto (the “SPA”), pursuant to which the Holder acquired (i) shares of Common Stock (“Shares”),
(ii) shares of Preferred Stock (“Preferred Stock”), and (iii) Warrants to purchase Common Stock (collectively,
the “Holder Warrants” and together with the Shares and Preferred Stock, the “Securities”),
and (b) the registration statement on Form S-1 (File No. 333-222125) (“Registration Statement”). Capitalized
terms not defined herein shall have the meaning as set forth in the SPA.


 


From
the date that the undersigned executes the SPA (such date, the “Effective Date”) and ending at 4:00 pm (New
York City time) on ______, 20181 (such period, the “Restricted Period”), neither the Holder, nor
any Affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the SPA, (y) has or shares discretion
relating to such Holder’s investments or trading or information concerning such Holder’s investments, including in
respect of the Securities, or (z) is subject to such Holder’s review or input concerning such Affiliate’s investments
or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell dispose or otherwise
transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions
that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date
of Determination”), Shares or Conversion Shares or shares of the Company’s Common Stock otherwise acquired following
the Effective Date, in an amount more than ___%2 of the trading volume of Common Stock as reported by Bloomberg, LP
for the applicable Date of Determination; provided, that the foregoing restriction shall not apply to any actual “long”
(as defined in Regulation SHO of the Securities Exchange Act of 1934, as amended) sales by the Holder or any of the Holder’s
Trading Affiliates at a price greater than $____3 (in each case, as adjusted for stock splits, stock dividends, stock
combinations, recapitalizations or other similar events occurring after the date hereof).


 





 



 


1
15 Trading days following the date of the SPA


2
Pro rata portion of 35% among investors executing Leak-Out Agreements, based on Subscription Amount.


3  ___%
of Per Share Price




  






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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remainder of the page is intentionally left blank]





 






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[Signature
Page to INPX Leak-out]


 





	 	Sincerely,
	 	 
	 	inpixon
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:


 


Agreed
to and Acknowledged:


 


	“HOLDER”	 
	 	 	 
	 	 
	 	 	 
	By:
    	 	 
	 	Name:
    	 
	 	Title:
    	 


 


 




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