Exhibit 10.1


 


LEAK-OUT AGREEMENT


 


August __,
2019


 


This agreement (the
“Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Inpixon,
a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively,
the “Holder”).


 


Reference is hereby
made to (a) the Underwriting Agreement, dated August 12, 2019, by and among the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
and Maxim Group LLC (“Maxim”), as representative of the several underwriters named therein (the “Underwriting
Agreement”), in connection with the underwritten public offering (the “Offering”) of the Company,
pursuant to which the Holder and certain other purchasers acquired (i) shares of voting common stock (“Common Stock”)
of the Company (“Shares”), (ii) Series 6 Convertible Preferred Stock of the Company (the “Preferred
Shares”), and (iii) Series A Warrants of the Company to purchase Shares (the “Common Warrants,”
and together with the Shares and Preferred Shares, the “Securities”) and (b) the registration statement
on Form S-1 (File No. 333-232448) (“Registration Statement”).  Capitalized terms not defined
herein shall have the meaning as set forth in the Underwriting Agreement, unless otherwise set forth herein.


 


The Company is requiring
this Leak-Out Agreement from purchasers that purchase $100,000 or more of Securities in the Offering.


 


The Holder agrees solely
with the Company that from the time of both (a) the Company’s public announcement of the final pricing of the Offering and
(b) the Company, Ladenburg or Maxim notifying the Holder that each purchaser that purchased $100,000 or more of Securities in the
Offering has executed an agreement substantially similar to this Leak-Out Agreement (the “Effective Time” and
such date, the “Effective Date”) and ending at 4:00 pm (New York City time) on the earlier of (i) the date that
is seventy-five (75) days after the Effective Date and (ii) the date on which a total of more than 60,000,000 shares of Common
Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after
the date hereof) have traded since the Effective Time as reported by Bloomberg (such period, the “Restricted Period”),
neither the Holder, nor any affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the Underwriting
Agreement, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning such Holder’s
investments, including in respect of the Securities, or (z) is subject to such Holder’s review or input concerning such affiliate’s
investments or trading (together, the “Holder’s Trading Affiliates”), collectively, shall sell, dispose
or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative
transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such
date, a “Date of Determination”), shares of Common Stock, or shares of Common Stock underlying any Common Stock
Equivalents (as defined in the Underwriting Agreement), held by the Holder on the date hereof, as well as the shares of Common
Stock issuable upon conversion of the Preferred Shares and upon exercise of the Common Warrants (collectively, the “Restricted
Securities”), in an amount representing more than ___%1 of the composite trading volume of Common Stock as
reported by Bloomberg, LP on each applicable Date of Determination (“Leak-Out Percentage”); provided, that the
foregoing restriction shall not apply to any actual “long” (as defined in Regulation SHO of the Securities Exchange
Act of 1934, as amended) sales by the Holder or any of the Holder’s Trading Affiliates at a price greater than $0.65 (in
each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring
after the date hereof); provided, further, that the foregoing restriction shall not apply to any actual “long” sales
of shares of Common Stock purchased in open market transactions by the Holder or any of the Holder’s Trading Affiliates during
the Restricted Period.


 


 






1 Pro rata portion of 35% among investors executing
Leak-Out Agreements, based on the aggregate amount to be paid by each such investor for the
Securities.

 




     


     


    

 


Notwithstanding anything
herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part,
of any Restricted Securities to any Person (an “Assignee”) in a transaction which does not need to be reported
on the consolidated tape on the Company’s principal Trading Market, without complying with (or otherwise limited by) the
restrictions set forth in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory
of the Company and such Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (an “Assignee
Agreement”, and each such transfer a “Permitted Transfer”) and, subsequent to a Permitted Transfer,
sales of the Holder and the Holder’s Trading Affiliates and all Assignees (other than any such sales that constitute Permitted
Transfers) shall be aggregated for all purposes of this Leak-Out Agreement and Assignee Agreements.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing
and shall be given to Ladenburg and Maxim, who subsequently shall deliver such notice, consent, waiver or other communication to
the Company or Holder, as applicable.


 


This Leak-Out Agreement
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof and are fully binding on the parties hereto.


 


This Leak-Out Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or
PDF signature and any such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and
assigns.


 


This Leak-Out Agreement
may not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Leak-Out Agreement shall be governed by Section 16 of the Underwriting
Agreement.


 




     


     


    

 


Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this Leak-Out Agreement, the other party or parties hereto
may not have an adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance
with its terms, and therefore agrees that such other party or parties shall be entitled to seek specific enforcement of the terms
hereof in addition to any other remedy it may seek, at law or in equity.


 


As of the Effective
Time, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, if any,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates,
employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, with respect to this Leak-Out
Agreement and the transactions contemplated hereby shall terminate. Notwithstanding anything contained in this Leak-Out Agreement
to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees
that as of the Effective Time, the Holder shall not have (unless expressly agreed to by the Holder after the date hereof), any
duty of confidentiality with respect to, or a duty to the Company not to trade on the basis of, any material, non-public information
regarding the Company or any of its Subsidiaries.


 


The obligations of
the Holder under this Leak-Out Agreement are several and not joint with the obligations of any other holder of any of the Securities
issued under the Underwriting Agreement (each, an “Other Holder”) or any other holder of any of the Securities
issued under the Registration Statement (each, a “Prospectus Purchaser Other Holder”) pursuant to any other
agreement (including, without limitation, any other leak-out agreement (each, an “Other Leak-Out Agreement”),
and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder or any Prospectus
Purchaser Other Holder under any such other agreement. Nothing contained herein or in this Leak-Out Agreement, and no action taken
by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders or any Prospectus Purchaser Other Holder
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the
Other Holders or any Prospectus Purchaser Other Holder are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Leak-Out Agreement and the Company acknowledges that the Holder and the Other Holders
or any Prospectus Purchaser Other Holder are not acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Leak-Out Agreement or any other agreement. The Company and the Holder confirm that the Holder has independently
participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Leak-Out Agreement, and it shall not be necessary for any Other Holder or any Prospectus Purchaser Other Holder to be joined as
an additional party in any proceeding for such purpose.


 


The Company hereby
represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that it will use commercially
reasonable efforts to enforce the provisions of each Other Leak-Out Agreement in accordance with its terms. If the Company becomes
aware that any party to any Other Leak-Out Agreement has breached or failed to comply with any provision of such Other Leak-Out
Agreement, the Company shall use its commercially reasonable efforts to seek specific performance of the terms of such Other Leak-Out
Agreement during the remainder of the Restricted Period.


 


The Company covenants
that, if the Holder delivers a Notice of Conversion (as defined in the Certificate of Designation) no
later than 12:00 p.m. (New York City time) on the Closing Date to convert any Preferred Shares between the Effective
Date and the Closing Date, the Company shall deliver the Conversion Shares to the Holder on the Closing
Date in connection with such Notice of Conversion.


 




     


     


    

 


The Company hereby represents and warrants
as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Other Holder
or any Prospectus Purchaser Other Holder that purchases $100,000 or more of Securities in the Offering with respect to any restrictions
on the sale of Securities substantially in the form of this Leak-Out Agreement, including any Other Leak-Out Agreement (or any
amendment, modification, waiver or release thereof) (each a “Settlement Document”), is or will be more favorable
to such Other Holder than those of the Holder and this Leak-Out Agreement. If, and whenever on or after the date hereof, the Company
enters into a Settlement Document with terms that are materially different from this Leak-Out Agreement, then (i) the Company shall
provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Leak-Out
Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically
and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as
the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder
may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained
in this Leak-Out Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as
if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly
and equally to each Settlement Document.


 


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left blank]


 




     


     


    

 


The parties hereto have executed this Leak-Out Agreement as
of the date first set forth above.


 


	 	Sincerely,
	 	 
	 	INPIXON
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	Agreed to and Accepted:	 
	 	 
	“HOLDER”	 
	 	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: