Exhibit 10.2


 


STANDSTILL AGREEMENT


 


This Standstill Agreement
(this “Agreement”) is entered into as of August 8, 2019 (the “Effective Date”) by and between
Iliad Research and Trading, L.P., a Utah limited partnership (“Lender”), and Inpixon, a Nevada corporation (“Borrower”).
Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).


 


A. 
Borrower previously sold and issued to Lender that certain Promissory Note dated December 21, 2018 in the original principal amount
of $1,895,000.00 (the “Note”) pursuant to that certain Note Purchase Agreement dated December 21, 2018 by and
between Lender and Borrower, as amended by that certain Global Amendment dated February 8, 2019 by and between Lender and Borrower
(as so amended, the “Purchase Agreement,” and together with the Note and all other documents entered into in
conjunction therewith, the “Transaction Documents”).


 


B. 
Borrower has requested and Lender has agreed, subject to the terms, conditions and understandings expressed in this Agreement,
to refrain and forbear temporarily from making redemptions under the Note.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. 
Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement
are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.


 


2. 
Standstill. Subject to the terms, conditions and understandings contained in this Agreement, for a period beginning as of
the Effective Date and ending on the date that is ninety (90) days from the Effective Date (the “Standstill Period”),
Lender shall not be entitled to redeem all or any portion of the Note (the “Standstill”).


 


3. 
Standstill Fee. As a material inducement and partial consideration for Lender’s agreement to enter into this Agreement,
each of Borrower and Lender acknowledges and agrees that the outstanding balance of the Note shall be increased by $206,149.23
(the “Standstill Fee”) as of the date hereof. Following the application of the Standstill Fee, each of Borrower
and Lender acknowledges and agrees that the outstanding balance of the Note is $2,268,214.18 as of the date hereof.


 


4. 
Ratification of the Note. The Note shall be and remains in full force and effect in accordance with its terms, and is hereby
ratified and confirmed in all respects. Borrower acknowledges that it is unconditionally obligated to pay the remaining balance
of the Note and represents that such obligation is not subject to any defenses, rights of offset or counterclaims. No forbearance
or waiver other than as expressly set forth herein may be implied by this Agreement. Except as expressly set forth herein, the
execution, delivery, and performance of this Agreement shall not operate as a waiver of, or as an amendment to, any right, power
or remedy of Lender under the Note or the Transaction Documents, as in effect prior to the date hereof.


 






     


     


    

 


5. 
Failure to Comply. Unless otherwise agreed to by Borrower and Lender, Borrower understands that the Standstill shall terminate
immediately upon the earliest occurrence of (a) any breach of this Agreement, or (b) any Event of Default after the date hereof
(or any Event of Default that occurred prior to the date hereof), and that in any such case, Lender may seek all recourse available
to it under the terms of the Note, this Agreement, any other Transaction Document, or applicable law. Upon the termination of this
Agreement or the expiration of the Standstill Period, among other rights, Lender shall have the right to redeem all or any portion
of the outstanding balance in accordance with the terms of the Note. For the avoidance of doubt, the termination of the Standstill
pursuant to this Section shall not terminate, limit or modify any other provision of this Agreement (including without limitation
the application of the Standstill Fee).


 


6. 
Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower, for itself,
and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a) 
Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained
herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration
with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of
any of the obligations of Borrower hereunder.


 


(b) 
Any Event of Default which may have occurred under the Note has not been, is not hereby, and shall not be deemed to be waived by
Lender, expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower’s obligations
under this Agreement. The agreement of Lender to refrain and forbear from exercising any rights and remedies by reason of any existing
default or any future default shall not constitute a waiver of, consent to, or condoning of, any other existing or future default.


 


(c) 
All understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete,
and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise
disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being
misleading. Borrower acknowledges and agrees that Lender has been induced in part to enter into this Agreement based upon Lender’s
justifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals
contained in this Agreement. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed
to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed
in this Agreement or any representation, warranty, or recital contained in this Agreement.


 


(d)  Except as
expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement
nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen,
modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Note or any of the other Transaction
Documents. 


 






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(e) 
Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes
of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner
connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted,
or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant
to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or
otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses,
rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges
and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the
existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.


 


(f) 
Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement
after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this
Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated by this Agreement,
and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely
and independently selected by Borrower (or had the opportunity to be represented by counsel). Borrower further acknowledges and
agrees that it has actively and with full understanding participated in the negotiation of this Agreement and all other documents
executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity
to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered
in connection with this Agreement have been negotiated at arm’s-length, and that this Agreement and all such other documents
have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever
having been exerted by or imposed upon any party by any other party. No provision of this Agreement or such other documents shall
be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured, dictated, or drafted such provision.


 


(g) 
Except as disclosed in Borrower’s filings with the U.S. Securities and Exchange Commission, there are no proceedings or investigations
pending or threatened before any court or arbitrator or before or by, any governmental, administrative, or judicial authority or
agency, or arbitrator, against Borrower.


 


(h) 
There is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement
binding on Borrower, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance,
compliance or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered
in connection with this Agreement.


 


(i) 
Borrower is solvent as of the date of this Agreement, and none of the terms or provisions of this Agreement shall have the effect
of rendering Borrower insolvent. The terms and provisions of this Agreement and all other instruments and agreements entered into
in connection herewith are being given for full and fair consideration and exchange of value.


 






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(j) 
To the best of its belief, after diligent inquiry, Borrower represents and warrants that, as of the date hereof, no Event of Default
under the Note (nor any breach by Borrower under any of the other Transaction Documents) exists.


 


8. 
Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind
whatsoever has been or shall be given by Lender to Borrower in connection with the Standstill or any other amendment to the Note
granted herein.


 


9. 
Arbitration. Each party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration
Provisions (as defined in the Purchase Agreement).


 


10. 
Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah
without regard to the principles of conflict of laws. Each party agrees that the proper venue for any dispute arising out of or
relating to this Agreement shall be determined in accordance with the provisions of the Purchase Agreement. BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11. 
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties
had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of
copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall
constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement
for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email)
shall be deemed to be their original signatures for all purposes.


 


12. 
Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of
this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes
and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses  paid
by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based
upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair
an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.


 


13. 
Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.


 


14. 
Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes
all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect
to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.


 






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15. 
No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers,
representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers,
directors, stockholders, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making
its decision to enter into the transactions contemplated by this Agreement and the Transaction Documents, Borrower is not relying
on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, agents or representatives
other than as set forth in this Agreement and in the Transaction Documents.


 


16. 
Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision
of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.


 


17. 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower
may not assign this Agreement or any of its obligations herein without the prior written consent of Lender.


 


18. 
Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and each
of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms
and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender
and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Note or any other Transaction
Document, on the other hand, the terms of this Agreement shall prevail.


 


19. 
Time is of Essence. Time is of the essence with respect to each and every provision of this Agreement.


 


20. 
Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under
this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase
Agreement.


 


21. 
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


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


 





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



 


	 	LENDER:
	 	 	 	 	 
	 	ILIAD RESEARCH AND TRADING, L.P. 
	 	 	 	 	 
	 	By:	Iliad Management, LLC, its General Partner 
	 	 	 	 	 
	 	 	By:	Fife Trading, Inc., its Manager
	 	 	 	 	 
	 	 	 	By:	/s/
    John M. Fife
	 		 	 	John
    M. Fife, President







 





[Signature Page to Standstill Agreement]


 


 


 


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