Exhibit
10.1


 


WARRANT
EXERCISE AGREEMENT


 


THIS
WARRANT EXERCISE AGREEMENT (this “Agreement”), dated as of August 9, 2017, is by and among Inpixon,
a Nevada corporation (the “Company”), and certain registered holders of the Company’s outstanding warrants
set forth on the signature pages hereto (each a “Warrant Holder” and together, the “Warrant Holders”).


 


RECITALS:


 


WHEREAS, the
Warrant Holders are the record and beneficial owners of one or more of warrants (the “Registered Warrants”)
to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an
original exercise price of $1.3125 per share (the “Exercise Price”) issued pursuant to that certain Warrant
Agency Agreement, dated June 30, 2017 (the “Warrant Agency Agreement”), by and between the Company and Corporate
Stock Transfer, as warrant agent (the “Warrant Agent”); and


 


WHEREAS,
as of the date hereof, the Warrant Holders are the registered holders of the Registered Warrants set forth on each Warrant
Holder’s signature page hereto; and


 


WHEREAS,
as of the date hereof, there are issued and outstanding Registered Warrants to purchase an aggregate of 5,750,000 shares of Common
Stock; and


 


WHEREAS,
the Company’s board of directors has determined that it is in the best interests of the Company, its stockholders and
the Warrant Holders to induce the exercise of the Warrants by the Warrant Holders by (i) amending the Warrant Agency
Agreement to reduce the Exercise Price of the Registered Warrants to $0.30 (“Amended Exercise Price”) in
accordance with the terms and conditions of Amendment No. 1 to the Warrant Agency Agreement, substantially in the form
attached hereto as Exhibit A (the “Warrant Agency Amendment”), and (ii) issuing additional warrants
to the Warrant Holders, substantially in the form attached hereto as Exhibit B (the “Additional
Warrants”), to purchase an aggregate of 1,095,719 shares of Common Stock (the “Additional Warrant
Shares”) at an exercise price of $0.55 per share; and


 


WHEREAS,
each Warrant Holder agrees, on the terms and subject to the conditions set forth herein, to exercise such Warrant Holder’s
Registered Warrants for cash in an amount that is equal to a minimum of 300,000 shares of Common Stock, unless such Warrant Holder
does not own Registered Warrants to purchase a number of shares of Common Stock equal to at least 300,000, in which case such
Warrant Holder will agree to exercise all Registered Warrants held by such Warrant Holder (the “Minimum Purchase Amount”).


 


NOW,
THEREFORE, it is hereby agreed as follows:


 


1.     Warrant
Agency Amendment. The Warrant Holders hereby agree and consent to the Warrant Agency Amendment for the purpose of reducing
the Exercise Price to the Amended Exercise Price.


 


2.     Exercise
of the Warrants. Each Warrant Holder hereby irrevocably agrees to exercise the Registered Warrants for the aggregate number
of shares of Common Stock, which shall be equal to no less than the Minimum Purchase Amount, as set forth on each Warrant Holder’s
signature page hereto (the “Exercised Shares”) for a cash exercise payment that shall be equal to the amount
of Exercised Shares multiplied by the Amended Exercise Price (the “Purchase Price”). The number of Exercised
Shares and the Purchase Price applicable to each Warrant Holder is set forth on each Warrant Holder’s signature page hereto.
No later than one (1) Trading Day (as defined below) following the date hereof, each Warrant Holder shall deliver such Warrant
Holder’s Election to Purchase (as defined in the Warrant Agency Agreement) and the Purchase Price for the Exercised Shares
in accordance with Section 3.3 of the Warrant Agency Agreement and the Company shall deliver the fully executed Warrant Agency
Amendment to the Warrant Agent. Following the exercise of the Registered Warrants and the delivery of the Purchase Price pursuant
to this Agreement, the Company shall cause the Warrant Agent to deliver the Exercised Shares in accordance with the terms of the
Warrant Agency Agreement and within (1) Trading Day following such exercise, the Company will deliver an executed Additional Warrant
registered in the name of each Warrant Holder to purchase the number of shares of Common Stock that shall be equal to the number
of Exercised Shares purchased by each Warrant Holder. For purposes of this Agreement “Trading Day” means a day on
which the Company’s principal trading market is open for trading.


 



     


     


    

 





3.     Representations
and Warranties of the Company. The Company hereby represents, warrants and covenants to the Warrant Holders as follows:


 


3.1.       The
Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and
stockholders necessary for (i) the authorization, execution and delivery of this Agreement, the Additional Warrants and the Warrant
Agency Amendment (collectively, the “Transaction Documents”), (ii) the authorization of the performance of
all obligations of the Company hereunder or thereunder, and (iii) the issuance and delivery of the Additional Warrants and the
shares of Common Stock issuable upon exercise of the Additional Warrants (the “Warrant Shares”).


 


3.2.       This
Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally and to general equitable principles and except as rights to indemnity
and contribution may be limited by state or federal securities laws or public policy.


 


3.3.       Upon
the due exercise of the Registered Warrants pursuant to this Agreement and the Additional Warrants in accordance with their terms,
the Exercised Shares and the Warrant Shares will be validly issued, fully paid and non-assessable free and clear of any liens
and encumbrances, except for restrictions on transfer set forth in the Transaction Documents pursuant to which the Registered
Warrants were originally issued or the Additional Warrants or imposed by applicable securities laws and except for those created
by the Warrant Holder. The Company has reserved a sufficient number of shares of Common Stock for issuance upon the exercise of
the Registered Warrants and the Additional Warrants.


 


3.4.       The
authorization, execution, delivery and performance of this Agreement, and the other Transaction Documents require no consent of,
action by or in respect of, or filing with, any person, entity, governmental body, agency, or official other than the consent
of the holders of a majority of the outstanding Registered Warrants, the consent of certain of the Company’s senior secured
lenders, the filing of a Listing of Additional Shares notification with the Nasdaq Capital Market and filings that will be made
pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which
the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties
of the Warrant Holders set forth in Section 4 hereof, the Company has taken all action necessary to exempt the offer and sale
of the Additional Warrants and upon exercise in accordance with the terms of the Additional Warrants, the Warrant Shares from
the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).


 



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4.     Representations
and Warranties of the Warrant Holder. Each Warrant Holder hereby represents and warrants to the Company as follows:


 


4.1.       If
the Warrant Holder is an entity, the Warrant Holder is a validly existing corporation, limited partnership or limited liability
company and has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement
and the other Transaction Documents, as applicable, and to perform its obligations hereunder and thereunder. If the Warrant Holder
is an individual, the Warrant Holder is legally competent and has the legal capacity to enter into this Agreement and to perform
his or her obligations hereunder.


 


4.2.       The
execution, delivery and performance by the Warrant Holder of this Agreement and the other Transaction Documents, as applicable,
have been duly authorized and this Agreement and each other Transaction Document, as applicable constitutes the valid and legally
binding obligation of the Warrant Holder, enforceable against the Warrant Holder in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting
creditors’ rights generally.


 


4.3.       The
Warrant Holder is an “accredited investor,” as such term is defined by Rule 501 of Regulation D.


 


4.4.       The
Warrant Holder owns the Registered Warrants beneficially and of record, free and clear of any liens, pledges, options, security
interests, claims, third party rights, charges or any other restrictions or encumbrances of any nature whatsoever (“Encumbrance”),
other than restrictions upon transferability of the Registered Warrants arising under applicable securities laws. There are no
agreements (i) granting any option, warrant or right of first refusal with respect to the Warrants or Additional Warrants to any
person or entity, (ii) restricting the right of the Warrant Holder to exercise the Warrants or Additional Warrants in accordance
with their terms and the terms of this Agreement, or (iii) restricting any other right of the Warrant Holder with respect to the
Warrants or Additional Warrants. Except as provided below, the Warrant Holder shall not (i) transfer, or consent to any transfer
of, any or all of the Additional Warrants or any interest therein, or create or permit to exist any Encumbrance on the Additional
Warrants, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all
of such Additional Warrants, or (iii) take any other action that would in any way restrict, limit or interfere with the performance
of its obligations hereunder; provided, however, that the Warrant Holder shall have the right to sell
or otherwise transfer some or all of its Additional Warrants to another person or entity provided, that (i) such sale or transfer
complies with applicable securities laws, and (ii) the transferee enters into an agreement reasonably satisfactory to the Company
agreeing to be bound by the terms of the Additional Warrant so sold or transferred to it. The Warrant Holder hereby acknowledges
that the Company shall be entitled to refuse to effect the transfer of any Additional Warrants not in compliance with the terms
of this Agreement and the Additional Warrants.


 


4.5        Neither
the Warrant Holder nor the Warrant Holder’s respective officers, directors or employees, has employed any broker or finder
or incurred any liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated
by this Agreement or the other Transaction Documents for which the Company (or any of its subsidiaries) is responsible.


 


5.     Additional
Amendments. Except for any adjustments permitted in accordance with Section 4 of the Warrant Agency Agreement, as amended,
the Company covenants and agrees that it will not take any action to further reduce the Amended Exercise Price of the Registered
Warrants without the written consent of the Warrant Holders holding a majority of the then outstanding Exercised Shares.


 


6.     Counterparts.
This Agreement may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original
and all of which, taken together, shall constitute but one and the same instrument.


 


7.     Entire
Agreement; Amendment. This Agreement and the Transaction Documents constitute the entire agreement between the Company and
the Warrant Holders regarding the subject matter hereof and supersede all prior agreements and understandings, oral or written,
between them with respect to the subject matter hereof. This Agreement may only be amended by an agreement in writing executed
by the Warrant Holders holding a majority of then outstanding Exercised Shares.


 


8.     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regards
to the choice of laws principles thereof.







 





[SIGNATURE
PAGE FOLLOWS]



 



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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


 


	INPIXON	 
	 	 
	By:	        	 
	Name:	Nadir Ali




	 
	Title:	Chief Executive Officer




	 












 



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WARRANT
HOLDER


 


	 	 
	


Warrant
Holder Name


	 



 


	By:	            	 
	Name:	 	 
	Title:	 	 





 





Number
of Registered Warrants owned by the Warrant Holder:


 


______________________________________


 





Number
of Exercised Shares underlying Registered Warrants:


 





______________________________________


 


Number
of Additional Warrants


 


______________________________________ 





 





Total
Purchase Price for all Exercised Shares: $____________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[WARRANT
HOLDER SIGNATURE PAGE]


 



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Exhibit
A


 


Warrant
Agency Amendment





 


AMENDMENT
NO. 1 TO


THE
WARRANT AGENCY AGREEMENT 


 


This
Amendment No. 1 to the Warrant Agency Agreement (this “Amendment”), is made and entered into effective as of
August 9, 2017, by and between Inpixon, a Nevada corporation, with offices at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA
94303 (the “Company”), and Corporate Stock Transfer Inc., with offices at 3200 Cherry Creek S Dr # 430, Denver,
CO 80209 (the “Warrant Agent”).


 


RECITALS:


 


A.         The Company has engaged the Warrant Agent to act as the Company’s agent in connection with the issuance, registration, transfer,
exchange and exercise of warrants (the “Registered Warrants”) issued in accordance with that certain warrant
agency agreement by and between the Company and the Warrant Agent, dated as of June 30, 2017 (the “Warrant Agreement”).


 


B.          The Registered Warrants are exercisable for shares of the Company’s common stock at an exercise price of $1.3125 per share
(the “Exercise Price”).


 


C.          In order to induce certain holders of the Registered Warrants (the “Warrant Holders”) to exercise the Registered
Warrants as described in that certain warrant exercise agreement dated as of the same date of this Amendment (the “Warrant
Exercise Agreement”), the Company has agreed to amend the Warrant Agreement to reduce the Exercise Price of the Registered
Warrants to $0.30 (the “Amended Exercise Price”), subject to the terms and conditions provided in the Warrant
Exercise Agreement.


 


D.          Pursuant to Section 1 of the Warrant Exercise Agreement and as set forth on the signature page to this Amendment, as required
by Section 9.8 of the Warrant Agreement, the Underwriter (as such terms is defined in the Warrant Agreement) and the Warrant Holders
representing a majority of the outstanding Registered Warrants have agreed and consented to this Amendment for the purpose of
reducing the Exercise Price of the Registered Warrants to the Amended Exercise Price.


 


E.          Capitalized
terms used in this Amendment shall have the meaning given to those terms in the Warrant Agreement, unless this Amendment provides
otherwise.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the
parties hereto hereby amend the Warrant Agreement and agree, as follows:


 


1.           Amendment to Section 3.1 of the Warrant Agency Agreement. Section 3.1 of the Warrant Agreement is hereby deleted in its
entirety and replaced with the following:


 


“3.1
Exercise Price. Each Warrant shall entitle the registered holder thereof, subject to the provisions of such Warrant and
of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $0.30
per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as
used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.”


 


2.           Amendment to Section 4.4 of the Warrant Agreement. Section 4.4 of the Warrant Agreement is hereby deleted in its entirety
and replaced with the following:


 


“4.4 Reserved.”


 


3.           Ratification of Warrant Agreement. Except as specifically modified by this Amendment, all other terms and provisions of
the Warrant Agreement shall remain unchanged and in full force and effect.


 


4.           Separate Counterparts. This Amendment may be executed in one or more separate counterparts, each of which when so executed,
shall be deemed to be an original. Such counterparts shall, together, constitute and be one and the same instrument. Electronic
copies of executed signature pages (whether in .pdf or facsimile format or otherwise) to this Amendment shall have the same effect
as “ink” original signature pages.


 


[Signature
Page Follows.]


 






    	 		 



     


    

 





IN
WITNESS WHEREOF, the parties hereto executed this Amendment as of August 9, 2017.


 





	INPIXON	 
	 	 	 
	By:	/s/
    Nadir
    Ali 	 
	Name:	Nadir
    Ali	 
	Title:	CEO	 


 


	CORPORATE STOCK TRANSFER INC.	 
	 	 	 
	By:	                         	 
	Name:	 	 
	Title:	 	 


 


In
accordance with Section 9.8 of the Warrant Agency Agreement the undersigned, together with the hereby acknowledges and consents
to this Amendment:


 


	AEGIS
    CAPITAL CORP.	 
	 	 	 
	By:	                         	 
	Name:	 	 
	Title:	 	 


 



    	 		 



     


    

 





Exhibit
B


 


Additional
Warrant