Exhibit 10.13


 


CONVERTIBLE
PROMISSORY NOTE 


 


	Effective Date: November 17, 2017	U.S. $1,745,000.00


 


FOR VALUE RECEIVED,
Inpixon, a Nevada corporation (“Borrower”), promises to pay to
Chicago Venture Partners, L.P., a Utah limited partnership, or its successors or
assigns (“Lender”), $1,745,000.00 and any interest, fees, charges, and late fees on the date that is ten (10)
months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and
to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the same
is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective as of November
17, 2017 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement
dated November 17, 2017, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase
Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated
herein by this reference.


 


This Note carries an
OID of $225,000.00. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting costs,
due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $1,500,000.00 (the “Purchase Price”), computed as follows: $1,745,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.


 


1. Payment; Prepayment.


 


1.1. Payment.
Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower shall pay to Lender an amount equal
to the Redemption Amount (as defined below) due on such Redemption Date in accordance with Section 8. All payments owing hereunder
shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided for herein, and delivered
to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied first to (a) costs
of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.


 


1.2. Prepayment.
Borrower may pay all (but not less than all) of the amount owed under this Note earlier than it is due in accordance with the schedule
set forth below. Should Borrower make any prepayment in accordance with the schedule set forth below, the amount payable shall
be the amount set forth below under the heading “Prepayment Amount,” and upon Lender’s timely receipt of such
amount, this Note shall be deemed paid in full:


 


	Prepayment
    Date	 	Prepayment
    Amount
	 	 	 
	On or before December 31, 2017	 	100% of the Outstanding Balance
	 	 	 
	On or after January 1, 2018 until February 1, 2018	 	115% of the Outstanding  Balance
	 	 	 
	On or after February 1, 2018 until the Maturity Date	 	120% of the Outstanding Balance


 


2. Security.
This Note is not secured.


 






     


     


    

 


3. Lender Optional
Conversion.


 


3.1. Lender Conversions.
Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election,
to convert (each instance of conversion is referred to herein as a “Lender Conversion”) all or any part of the
Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid and non-assessable common stock,
$0.001 par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number
of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion
Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion
Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to
facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require
further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance
with Section 9 below.


 


3.2. Conversion Price.
Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding
Balance into Common Stock is $0.45 per share of Common Stock (the “Conversion Price”).


 


4. Defaults and Remedies.


 


4.1. Defaults.
The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay
any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Lender
Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined
below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower
or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or
discharged within sixty (60) days; (e) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability
to pay, its debts as they become due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for
the benefit of creditors; (g) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or
foreign); (h) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (i) Borrower defaults or otherwise fails
to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction
Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the
Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender
herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete
or misleading in any material respect when made or furnished; (k) the occurrence of a Fundamental Transaction without Lender’s
prior written consent; (l) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower
effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; (n) any money
judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or
other assets for more than $600,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days
unless otherwise consented to by Lender; (o) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant
set forth in Section 4 of the Purchase Agreement; and (q) Borrower breaches any covenant or other term or condition contained in
any Other Agreements.


 






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4.2. Remedies.
At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this
Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory
Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at its
option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via
written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased
as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance
shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the
Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable
at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately
due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence
of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of
acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written
notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to
Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an
interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default Interest”);
provided, however, that no Default Interest shall accrue during the Fundamental Default Measuring Period. For the avoidance
of doubt, Lender may continue making Lender Conversions and Redemption Conversions (as defined below) at any time following an
Event of Default until such time as the Outstanding Balance is paid in full. Additionally, following the occurrence of any Event
of Default, Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender
on or before the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set
forth in the applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs
during the period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender
Conversion Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may
be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the
Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right
to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note
as required pursuant to the terms hereof.


 


4.3. Fundamental
Default Remedies. Notwithstanding anything to the contrary herein, in addition to all other remedies set forth herein, the
Fundamental Liquidated Damages Amount shall be added to the Outstanding Balance upon Lender’s delivery to Borrower of a notice
(which notice Lender may deliver to Borrower at any time following the occurrence of a Fundamental Default) setting forth its election
to declare a Fundamental Default and the Fundamental Liquidated Damages Amount that will be added to the Outstanding Balance.


 


5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has
or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note.


 






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6. Waiver. No
waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the
waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent
to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


7. Rights Upon Issuance
of Securities.


 


7.1. Subsequent Equity
Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note
is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice, preferred shares
convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party which
are convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the “Equity Securities”),
including without limitation any Deemed Issuance, at an effective price per share less than the then effective Conversion Price
(such issuance is referred to herein as a “Dilutive Issuance”), then, the Conversion Price shall be automatically
reduced and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall
at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled
to receive shares of Common Stock at an effective price per share that is less than the Conversion Price, such issuance shall be
deemed to have occurred for less than the Conversion Price on the date of such Dilutive Issuance, and the then effective Conversion
Price shall be reduced and only reduced to equal such lower effective price per share. Such adjustments described above to the
Conversion Price shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Equity
Securities are issued. Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Equity
Securities subject to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price,
conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarity,
whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance,
on the date of such Dilutive Issuance the Conversion Price shall be lowered to equal the applicable effective price per share regardless
of whether Borrower or Lender accurately refers to such lower effective price per share in any subsequent Redemption Notice or
Lender Conversion Notice.


 


7.2. Adjustment of
Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if Borrower at any
time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price and the Minimum Redemption
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price and the Minimum Redemption Price
in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2
shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this Section 7.2 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion
Price shall be adjusted appropriately to reflect such event.


 






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8. Borrower Redemptions.


 


8.1. Redemption Conversions.
Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable at any time
in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”)
by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption
Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the
avoidance of doubt, Lender may submit to Borrower any number of Redemption Notices in any given calendar month. Payments of each
Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption
Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) in accordance
with this Section 8 (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion
Shares equals the portion of the applicable Redemption Amount being converted divided by the Conversion Price, or (c) by any combination
of the foregoing, so long as the cash is delivered to Lender on or before the third Trading Day immediately following the applicable
Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date. Notwithstanding
the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any portion of any applicable Redemption
Amount and shall be required to pay the entire amount of such Redemption Amount in cash, if on the applicable Redemption Date,
there is an Equity Conditions Failure, and such failure is not waived in writing by Lender. In addition, notwithstanding anything
herein to the contrary, in the event the Closing Bid Price on the Trading Day immediately prior to any Redemption Date is less
than the Minimum Redemption Price, then Borrower must deliver the entire Redemption Amount in cash. Notwithstanding that failure
to repay this Note in full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity
Date pursuant to this Section 8 until the Outstanding Balance is repaid in full.


 


8.2. Allocation of
Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed allocation
in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within twenty-four
(24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption Conversions
equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation prior to the
deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth in the applicable
Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth thereon are
subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or other adjustment
permitted under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in the preparation
of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of a Redemption Notice
may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if such error, mistake, or failure to include
an Adjustment arises from Lender’s own calculation. Borrower shall deliver the Redemption Conversion Shares from any Redemption
Conversion to Lender in accordance with Section 9 below on or before each applicable Delivery Date. If Borrower elects to pay a
Redemption Amount in cash, such payment must be delivered on the second Trading Day immediately following the Redemption Date.
If Borrowers elects to make a payment in cash and fails to make such payment by the required due date on two (2) separate occasions,
Borrower shall lose the right to make payments of Redemption Amounts in cash in the future without Lender’s written consent.


 






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9. Method of Conversion
Share Delivery. On or before the close of business on the third (3rd) Trading Day following each Redemption Date
or the third (3rd) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable (the “Delivery
Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the
applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Lender Conversion Notice
or Redemption Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Lender Conversion
Notice or Redemption Notice, as applicable), via reputable overnight courier, a certificate representing the number of shares of
Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its
designee. For the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless
Lender or its broker, as applicable, has actually received the certificate representing the applicable Conversion Shares no later
than the close of business on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything
to the contrary herein or in any other Transaction Document, at any time after the six (6) month anniversary of the date of issuance
of this Note, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that such
issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall
deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend,
but otherwise in accordance with the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender
a written opinion from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion
Shares violates Rule 144.


 


10. Conversion Delays.
If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Section 9, Lender, at any time prior
to selling all of those Conversion Shares, may rescind in whole or in part that particular Conversion attributable to the unsold
Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Purchase
Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender Conversion, in the event
that Lender Conversion Shares are not delivered by the fourth (4th) Trading Day (inclusive of the day of the Lender
Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion Share Value rounded
to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion shall not
exceed 200% of the applicable Lender Conversion Share Value) will be assessed for each day after the third (3rd) Trading
Day (inclusive of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added
to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if
Lender delivers a Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Lender Conversion
Shares to Lender and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value of $20,000.00 (assuming
a Closing Trade Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion Delay Late Fee
in the amount of $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added
to the Outstanding Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes of this example,
if the Lender Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If
the Lender Conversion Shares are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion
Delay Late Fees that would be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but
capped at 200% of the Lender Conversion Share Value).


 






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11. Ownership Limitation.
Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time Lender shall
or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Lender (together
with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding
on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”),
then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section,
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable
to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify
Borrower in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed
the Maximum Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated
shares to Lender, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing,
the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less
than $10,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%”
pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived
by Lender as set forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to
itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement
is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 


12. Issuance Cap.
Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that
the total cumulative number of shares of Common Stock issued to Lender hereunder may not exceed the requirements of Nasdaq Listing
Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below)
or if Borrower obtains from its counsel (or if Lender obtains from its counsel) a written opinion that the Approval is not required.
If the number of Conversion Shares issued to Investor reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established
in Listing Rule 5635(d), Borrower will use its best efforts to obtain stockholder approval of the Note and the issuance of the
Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) or a waiver from Nasdaq (the
“Approval”). If Borrower is unable to obtain such Approval by December 31, 2017, any remaining Outstanding Balance
will be repaid by Lender receiving ACH withdrawals from Borrower’s checking account on each Trading Day. The amount of the
ACH withdrawals will be equal to the number of Trading Days remaining prior to the Maturity Date divided by the Outstanding Balance.
Borrower covenants and agrees to sign an ACH withdrawal authorization form or other forms, instruments or agreements necessary
to authorize such withdrawals.


 


13. Payment of Collection
Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or
legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action to
collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by Lender
for such collection, enforcement or action including, without limitation, attorneys’ fees and disbursements. Borrower also
agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or issuance
of shares pursuant to this Note.


 


14. Opinion of Counsel.
In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any such opinion
provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s counsel.


 


15. Governing Law;
Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference.


 






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16. Resolution of
Disputes.


 


16.1. Arbitration
of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in the
Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


16.2. Calculation
Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation (as defined in the Purchase
Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


 


17. Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be
deemed canceled, and shall not be reissued.


 


18. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


19. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued
upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


20. Time is of the
Essence. Time is expressly made of the essence with respect to each and every provision of this Note and the documents and
instruments entered into in connection herewith.


 


21. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with the subsection of the Purchase Agreement titled “Notices.”


 


22. Liquidated Damages.
Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s
damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to
predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and
Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties
but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s
expectations that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144).


 


23. Waiver of Jury
Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY.
THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE
OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.


 


24. Voluntary Agreement.
Borrower has carefully read this Note and has asked any questions needed for Borrower to understand the terms, consequences and
binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the advice of an attorney of Borrower’s
choosing, or has waived the right to do so, and is executing this Note voluntarily and without any duress or undue influence by
Lender or anyone else.


 


25. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


[Remainder of page intentionally left
blank; signature page follows]


 




    	 	8	 



     


    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	Inpixon
	 	 	 
	 	By:	/s/ Nadir Ali
	 	Name:	Nadir Ali
	 	Title:	CEO


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


Chicago
Venture Partners, L.P.


 


	By: 	Chicago Venture Management, L.L.C., its General Partner
	 	 	 	 	 
	 	By:	CVM, Inc., its Manager	 
	 	 	 	 	 
	 	 	By: 	/s/ John M. Fife	 
	 	 	 	John M. Fife, President	 


 


[Signature Page to Convertible Promissory
Note]


 




     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes of this Note, the
following terms shall have the following meanings:


 


A1. “Adjusted
Outstanding Balance” means the Outstanding Balance of this Note as of the date the applicable Fundamental Default occurred
less any Conversion Delay Late Fees included in such Outstanding Balance.


 


A2. “Approved
Stock Plan” means any equity compensation plan which has been approved by the shareholders of Borrower and is in effect
as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee, officer or director
for services provided to Borrower.


 


A3. “Bloomberg”
means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


 


A4. “Closing
Bid Price” and “Closing Trade Price” means the last closing bid price and last closing trade price,
respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the
last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by
Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last
closing bid price or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market
where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic bulletin board for the
Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for the Common
Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for the Common Stock as
reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing Trade Price cannot be calculated
for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Trade Price (as the
case may be) of the Common Stock on such date shall be the fair market value as mutually determined by Lender and Borrower. If
Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute shall be resolved in
accordance with the procedures in Section 16.2. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during such period.


 


A5. “Conversion”
means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A6. “Deemed
Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date
pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Section
9 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.2 to have elected to pay a Redemption
Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such failure shall be considered
a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.


 


A7. “Default
Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by (a) 15%
for each occurrence of any Major Default, or (b) 5% for each occurrence of any Minor Default, and then adding the resulting product
to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming
the Outstanding Balance under this Note as of the date the applicable Event of Default occurred; provided that the Default Effect
may only be applied three (3) times hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor
Defaults; and provided further that the Default Effect shall not apply to any Event of Default pursuant to Section 4.1(b) hereof.


 


A8. “DTC”
means the Depository Trust Company or any successor thereto.


 


A9. “DTC Eligible”
means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared
and converted into electronic shares by the DTC and held in the name of the clearing firm servicing Lender’s brokerage firm
for the benefit of Lender.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 1	 



     


    

 


A10. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A11. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A12. “DWAC
Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has been approved (without revocation)
by DTC’s underwriting department, (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program, (d)
the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously delivered all Conversion Shares
to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the Conversion
Shares via DWAC.


 


A13. “Equity
Conditions Failure” means that any of the following conditions has not been satisfied during any applicable Equity Conditions
Measuring Period (as defined below): (a) with respect to the applicable date of determination all of the Conversion Shares
would be freely tradable either under an effective registration statement or under Rule 144 (in each case, disregarding any limitation
on conversion of this Note); (b) on each applicable Redemption Date (the “Equity Conditions Measuring Period”),
the Common Stock is listed or designated for quotation (as applicable) on any of NYSE, NASDAQ, OTCQX, or OTCQB (each, an “Eligible
Market”); (c) any shares of Common Stock to be issued in connection with the event requiring determination may be
issued in full without violating Section 11 hereof (Lender acknowledges that Borrower shall be entitled to assume that this
condition has been met for all purposes hereunder absent written notice from Lender); (d) any shares of Common Stock to be
issued in connection with the event requiring determination may be issued in full without violating the rules or regulations of
the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (e)  Borrower shall
have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); and (f) the Common Stock shall be DWAC Eligible as of each applicable Redemption Date or other date of determination.


 


A14. “Excluded
Securities” means any shares of Common Stock, options, or convertible securities issued or issuable in connection with
any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances pursuant to
such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


 


A15. “Free
Trading” means that (a) the shares or certificate(s) representing the applicable shares of Common Stock have been cleared
and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such
brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been
deposited into such clearing firm’s account for the benefit of Lender.


 


A16. “Fundamental
Default” means that Borrower either fails to pay the entire Outstanding Balance to Lender on or before the Maturity Date
or fails to pay the Mandatory Default Amount within three (3) Trading Days of the date Lender delivers any notice of acceleration
to Borrower pursuant to Section 4.2 of this Note.


 


A17. “Fundamental
Default Conversion Value” means the Adjusted Outstanding Balance multiplied by the highest Fundamental Default Ratio
that occurs during the Fundamental Default Measuring Period.


 


A18. “Fundamental
Default Measuring Period” means a number of months equal to the Outstanding Balance as of the date the Fundamental Default
occurred divided by the Redemption Amount, with such number being rounded up to the next whole month; provided, however,
that if Borrower repays the entire Outstanding Balance prior to the conclusion of the Fundamental Default Measuring Period, the
Fundamental Default Measuring Period shall end on the date of repayment. For illustration purposes only, if the Outstanding Balance
were equal to $125,000.00 as of the date a Fundamental Default occurred and if the Redemption Amount were $28,500.00, then the
Fundamental Default Measuring Period would equal five (5) months calculated as follows: $125,000.00/$28,500.00 equals 4.386, rounded
up to five (5).


 


A19. “Fundamental
Default Ratio” means a ratio that will be calculated on each Trading Day during the Fundamental Default Measuring Period
by dividing the Closing Trade Price for the Common Stock on a given Trading Day by the Conversion Price (as adjusted pursuant to
the terms hereof) in effect for such Trading Day.


 






    	 	Attachment 1 to Convertible Promissory Note, Page 2	 



     


    

 


A20. “Fundamental
Liquidated Damages Amount” means the greater of (a) (i) the quotient of the Outstanding Balance on the date the Fundamental
Default occurred divided by 70%, minus (ii) the Outstanding Balance on the date the Fundamental Default occurred, or (b) the Fundamental
Default Conversion Value.


 


A21. “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation)
any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock
of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or
party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such
other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of
voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons
or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or
any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


A22. “Lender
Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender
Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender Conversion.


 


A23. “Major
Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p) of this Note.


 


A24. “Mandatory
Default Amount” means the greater of (a) the Outstanding Balance divided by the Conversion Price on the date the Mandatory
Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is demanded, or (b) the Outstanding
Balance following the application of the Default Effect.


 


A25. “Market
Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately preceding fifteen
(15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A26. “Minimum
Redemption Price” means $0.57 per share of Common Stock.


 


A27. “Minor
Default” means any Event of Default that is not a Major Default or a Fundamental Default.


 


A28. “OID”
means an original issue discount.


 


A29. “Other
Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower
(or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material
agreement that affects Borrower’s ongoing business operations.


 


A30. “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant
to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid
interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and
similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late
Fees) incurred under this Note.


 


A31. “Purchase
Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A32. “Trading
Day” means any day on which the New York Stock Exchange is open for trading.


 


A33. “VWAP”
means the volume weighted average price of the Common stock on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 




    	 	Attachment 1 to Convertible Promissory Note, Page 3	 



     


    

 


EXHIBIT A


 


Chicago Venture Partners, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Inpixon	Date: ________________



Attn: Nadir Ali, CEO


2479 E. Bayshore Road, Suite 195


Palo Alto, California 94303


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby gives
notice to Inpixon, a Nevada corporation (the “Borrower”), pursuant to that certain Convertible Promissory Note
made by Borrower in favor of Lender on November 17, 2017 (the “Note”), that Lender elects to convert the portion
of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as of the date of conversion
specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this
Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion,
Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized terms used in this notice without
definition shall have the meanings given to them in the Note.


 


	 	A.	Date of Conversion:     ____________


 


	 	B.	Lender Conversion #:    ____________


 


	 	C.	Conversion Amount:     ____________


 


	 	D.	Conversion Price: _______________


 


	 	E.	Lender Conversion Shares: _______________ (C divided by D)


 


	 	F.	Remaining Outstanding Balance of Note: ____________*


 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 


 


To the extent the Lender
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    	 	Exhibit A to Convertible Promissory Note, Page 1	 



     


    

 


Sincerely,


 


Lender:


 


Chicago
Venture Partners, L.P.


 


	By: 	Chicago Venture Management, L.L.C., its General Partner
	 	 	 	 	 
	 	By:	CVM, Inc., its Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	John M. Fife, President	 


 


 




    	 	Exhibit A to Convertible Promissory Note, Page 2	 



     


    

 


EXHIBIT B


 


Chicago Venture Partners, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Inpixon	Date: __________________




Attn: Nadir Ali, CEO


2479 E. Bayshore Road, Suite 195


Palo Alto, California 94303


 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives
notice to Inpixon, a Nevada corporation (the “Borrower”), pursuant to that certain Convertible Promissory Note
made by Borrower in favor of Lender on November 17, 2017 (the “Note”), that Lender elects to redeem a portion
of the Note in Redemption Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice
and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide
a new form of Redemption Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the
meanings given to them in the Note.


 


REDEMPTION INFORMATION 


 


	 	A.	Redemption Date: ____________, 201_


 


	 	B.	Redemption Amount:   ____________


 


	 	C.	Portion of Redemption Amount to be Paid in Cash: ____________


 


	 	D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)


 


		E.	Closing Bid Price for Trading Day Immediately Prior to
Redemption Date: (if E is less $0.57 (as may be adjusted pursuant to the terms of the Note), the Redemption Amount must be paid
in cash)



 


	 	F.	Conversion Price: $0.45 (used if E is greater than or equal to $0.57) (as may be adjusted pursuant to the terms of the Note)


 


	 	G.	Redemption Conversion Shares: _______________ (D divided by F)


 


	 	H.	Remaining Outstanding Balance of Note: ____________ *


 


* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


2. EQUITY CONDITIONS CERTIFICATION (Section to be completed
by Borrower)


 


	 	A.	Market Capitalization:________________


 


(Check One)


 


	 	B.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the applicable Redemption Date.


 


	 	C.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:


 


	 	 
	 	 
	 	 
	 	 




 






    	 	Exhibit B to Convertible Promissory Note, Page 1	 



     


    

 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 


 


To the extent the Redemption
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise) to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Sincerely,


 


Lender:


 


Chicago
Venture Partners, L.P.


 


	By: 	Chicago Venture Management, L.L.C., its General Partner	 
	 	 	 	 	 
	 	By:	CVM, Inc., its Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	John M. Fife, President	 


 


 




    	 	Exhibit B to Convertible Promissory Note, Page 2