Exhibit 10.1


 





Subscription Agreement


 


Inpixon 


2479 E. Bayshore Road 


Suite 195 


Palo Alto, CA 94303


 


Ladies and Gentlemen:


 


The undersigned service provider (the “Service
Provider”) hereby confirms and agrees with Inpixon, a Nevada corporation (the “Company”),
as follows:


 


1.       Subject
to the terms and conditions hereof, the Service Provider will accept from the Company and the Company will issue and sell to the
Service Provider such number of shares of common stock (the “Shares”), par value $0.001 per share (the
“Common Stock”), as is set forth on the signature page hereto (the “Signature Page”)
for a purchase price of $1.09 per Share.


 


2.       The
closing shall occur at such time and place (or remotely by facsimile or other electronic transmission) as shall be agreed upon
by the Service Provider and the Company, subject to the satisfaction of certain closing conditions set forth herein. The hour and
date of delivery and payment for the Shares is called the “Closing Date.”


 


3.       The
offering and sale of the Shares (the “Offering”) is being made pursuant to a registration statement on
Form S-3 (Registration File No. File No. 333-223960) (the "Registration Statement"), under the Securities
Act of 1933, as amended (the “Securities Act”), which became effective on June 5, 2018; and the prospectus
included therein and the related prospectus supplement (such prospectus, as supplemented by such prospectus supplement, the “Prospectus”
) dated April 13, 2020 containing certain information regarding the Shares and terms of the Offering that has been delivered to
the Service Provider on or prior to the date hereof. The Prospectus, together with the documents incorporated by reference therein,
is also referred to herein as the “General Disclosure Package.”


 


4.       On
the Closing Date, the Company shall deliver irrevocable instructions (the “Irrevocable Instructions”)
to Computershare Trust Company, N.A. (the “Transfer Agent”) authorizing the issuance of the Shares (subject
to proportionate adjustment for any stock split or combination or similar recapitalization event) (the “Closing Shares”)
on the Closing Date, via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian
system in accordance with the DTC instructions set forth therein.


 


5.       The
Company’s obligation to issue the Shares to the Service Provider shall be subject to (a) the Service Provider’s agreement
that the Shares will be issued in satisfaction of an aggregate of $200,000 due to the Service Provider from the Company for the
payment of services provided and (b) the accuracy of the representations and warranties made by the Service Provider herein and
the fulfillment of those undertakings herein of the Service Provider to be fulfilled prior to the Closing Date.


  


6.       The
Service Provider represents that (a) it has had full access to the General Disclosure Package prior to or in connection with its
receipt of this Subscription Agreement and is relying only on such information and documents in making its decision to purchase
the Shares, and (b) it is acquiring the Shares for its own account, or an account over which it has investment discretion, and
(c) it is not aware of any material nonpublic information concerning the Company or any of its securities (including the Stock)
and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.


 


7.       The
Service Provider and the Company each has the requisite power and authority to enter into this Subscription Agreement and to consummate
the transactions contemplated hereby.


 


8.       Neither
the Company nor the Service Provider are making any other representations or warranties beyond those included herein.


 


9.     This
Subscription Agreement will be binding and irrevocable upon execution by the Service Provider; provided that the Shares are issued
in accordance with the terms hereof.


 






    


     


    

 


10.     All
covenants, agreements, representations and warranties herein will survive the execution of this Subscription Agreement and the
delivery of the Shares.


 


11.     On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Service Provider the following:


 


(i)       this
Subscription Agreement duly executed by the Company;


 


(ii)      the
Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act);


 


(iii)     the
Shares; and


 


(iv)     the
Irrevocable Instructions.


   


12.       All
notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed e-mail, telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. The address for such notices and communications shall
be as follows:


 


If to the Company, to:


 


Inpixon  


2479 E. Bayshore Road  


Suite 195  


Palo Alto, CA 94303


Attn: Nadir Ali, CEO


Email: notices@inpixon.com


 


If to the Service Provider, at its address
on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in writing


 


13.       The
Company acknowledges that the only material, non-public information relating to the Company or its subsidiaries that the Company,
its employees or agents has provided to the Service Provider in connection with the Offering prior to the date hereof is the existence
of the Offering. The Service Provider shall not at any time attempt to exercise any influence over how, when or whether to exercise
the Rights pursuant to this Agreement.


 


14.       This
Subscription Agreement may be terminated by the Service Provider, as to Service Provider’s obligations hereunder only and
without effect whatsoever on the obligations of the Company, by notice to the Company, if a closing has not occurred and the Shares
or irrevocable instructions to the Transfer Agent authorizing the issuance of the Shares have not been delivered to the Service
Provider by the close of trading on the Nasdaq Stock Market on the Closing Date; provided, however, that no such termination will
affect the right of any party to sue for any breach by the other party.


 


15.       This
Subscription Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the
Service Provider. This Subscription Agreement will be governed by the internal laws of the State of New York, without giving effect
to the principles of conflicts of law. This Subscription Agreement may be executed in one or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute but one instrument, and signatures may be delivered
by facsimile or by e-mail delivery of a “.pdf” format data file. Notwithstanding the foregoing, this Agreement, may
not be amended, modified or terminated except with a written instrument signed by the Service Provider and the Company and the
Service Provider will be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations
and warranties contained in Section 7 of this Agreement.


 


[signature page follows]


 


 


 






    


     


    




 


SIGNATURE PAGE


 


	Number of Shares	 183,486	 


 


	Purchase Price Per Share:	$	 1.09	 


 


	Aggregate Purchase Price:	$	 200,000	 


 


 


Please confirm that the foregoing correctly
sets forth the agreement between us by signing in the space provided below for that purpose.


 


Dated as of: April 13, 2020


 


 


 


MITCHELL SILBERBERG & KNUPP LLP


 


	By:	/s/ Nimish Patel	 


        
  


	Print Name:	 Nimish Patel	 


 


	Title:	 Partner	 


 


	Taxpayer Identification Number:	 *	 


 


Address: 2049 Century Park East, 18th Floor


 


  Los Angeles, CA 90067


 


  


DWAC Instructions for Shares:


 


	Name of DTC Participant:

(broker-dealer at which the account or accounts to be credited with the Shares are maintained)	*
	DTC Participant Number:	*
	Account Name:	*
	Account Number:	*
	Person to contact to initiate DWAC at closing:	 
	Name:	*
	Tel:	*
	Email:	*


 


 



    


     


    

 


 


SUBSCRIPTION AGREEMENT 


 


Agreed and accepted April 13, 2020


 


Inpixon 


 


	By:	 /s/ Nadir Ali	 
	 	Name: Nadir Ali	 
	 	Title: Chief Executive Officer