Exhibit 10.11


 


Waiver and Amendment No. 1


to


Board of Directors Services Agreement



 


This Waiver and Amendment
No. 1 to Board of Directors Services Agreement (this “Amendment”) is entered into as of February 4, 2019, between Inpixon,
f/k/a Sysorex Global Holdings Corp., a Nevada corporation (the “Company”), and Kareem M. Irfan, an individual
(“Director”).


 


WHEREAS, the
Company and Director entered into that certain Board of Directors Services Agreement, dated October 21, 2014 (the “Original
Agreement”);


 


WHEREAS, Section
2(d) of the Original Agreement provided that Director shall be entitled to a restricted stock award equal to 5,000 shares per quarter
(each, a “Quarterly Stock Award” and collectively, the “Quarterly Stock Awards”) so long as Director continues
to fulfill Director’s duties and provides services pursuant to the Original Agreement;


 


WHEREAS, the
Quarterly Stock Awards have not been granted to Director from July 1, 2017 to the date of this Amendment (the “Unissued Quarterly
Stock Awards”);


 


WHEREAS, Director
has agreed to (i) waive any such Quarterly Stock Awards and (ii) amend the Original Agreement to remove the requirement to grant
future Quarterly Stock Awards; and


 


WHEREAS, the
Company and Director desire to amend the Original Agreement to provide for an annual grant of stock options to purchase up to 20,000
shares of the Company’s common stock in accordance with this Amendment so long as Director continues to fulfill Director’s
duties and provide services pursuant to the Original Agreement.


 


NOW THEREFORE,
for consideration and as set forth herein, the parties hereto agree as follows:


 


1. Waiver.
Director hereby waives any right under the Original Agreement to receive any Unissued Quarterly Stock Awards.
Director acknowledges that by signing this Amendment, the Company is released from any obligation to issue the Unissued
Quarterly Stock Awards to Director.


 


2. Amendments
to Original Agreement.


 


2.1
Section 2(c) of the Original Agreement is deleted and replaced in its entirety with the following:


 


“(c) Options.
In addition to the above-mentioned compensation, Director shall also be entitled to non-qualified stock options to purchase
up to 20,000 shares of the Company’s common stock every calendar year so long as Director continues to fulfill
Director’s duties and provide services pursuant to this Agreement, issued under the Company’s equity incentive
plan(s) (individually or collectively, the “Plan”), in accordance with the terms of the Plan and the standard
non-qualified stock option agreement under such plan (an “Annual Option Grant”). Each Annual Option Grant shall
be subject to the approval of the Company’s Board of Directors, which shall determine the appropriate vesting schedule,
if any, and the exercise price in accordance with the terms and conditions of the Plan. In the event of a change in the
outstanding shares of common stock of the Company by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or
liquidations, the number of shares of common stock under an outstanding Annual Option Grant granted in accordance with this
Section 2(c) shall be correspondingly adjusted, provided, that there shall be no adjustment to the number of shares of
common stock underlying the Annual Option Grant to be granted in accordance with this Section 2(c) subsequent to such
change.”


 






     


     


    

 


2.2.
Section 2(d) of the Original Agreement is deleted in its entirety and replaced with the following:


 


“(d) Intentionally
deleted.”


 


3. All
references to the term “Agreement” in the Original Agreement shall be deemed to refer to the Original Agreement, as
modified by this Amendment.


 


4. Except
as otherwise provided in this Amendment, all of the terms, covenants and conditions of the Original Agreement shall remain in full
force and effect.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto enter
into this Amendment as of the date first set forth above.


 


	 	THE COMPANY:
	 	 
	 	Inpixon
	 	 	 
	 	By:	/s/ Nadir Ali
	 	Name:  	Nadir Ali
	 	Title: 	Chief Executive Officer
	 	 	 
	 	DIRECTOR:
	 	 
	 	/s/ Kareem M. Irfan
	 	Kareem M. Irfan


 


 


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