Exhibit 4.1


 


PROMISSORY NOTE


 


	U.S. $1,895,000.00	August 8, 2019


 


FOR VALUE RECEIVED,
Inpixon, a Nevada corporation (“Borrower”), promises to pay in lawful money of the United States of America
to the order of Chicago Venture Partners, L.P., a Utah limited partnership, or its successors or assigns (“Lender”),
the principal sum of $1,895,000.00, together with all other amounts due under this Promissory Note (this “Note”).
This Note is issued pursuant to that certain Note Purchase Agreement of even date herewith between Borrower and Lender (the “Purchase
Agreement”).


 


1. PAYMENT.
Borrower shall pay to Lender the entire outstanding balance of this Note on or before the date that is nine (9) months from the
date hereof (the “Maturity Date”). Borrower will make all payments of sums due hereunder to Lender at Lender’s
address set forth in the Purchase Agreement, or at such other place as Lender may designate in writing. Unless otherwise agreed
or required by applicable law, payments will be applied first to any unpaid collection costs and late charges, then to accrued
interest and finally to principal.


 


2. INTEREST.
Interest shall accrue on the outstanding balance of this Note at the rate of ten percent (10%) per annum from the date hereof until
this Note is paid in full. Upon the occurrence of an Event of Default (as defined below), interest shall accrue on the outstanding
balance of this Note at the lesser of the rate of twenty-two percent (22%) per annum or the maximum rate permitted by applicable
law. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty
(30) day months, shall compound daily and shall be payable in accordance with the terms of this Note.


 


3. ORIGINAL
ISSUE DISCOUNT; TRANSACTION EXPENSES. This Note carries an original issue discount of $375,000.00. 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, all of which amounts are included in the initial principal
balance of this Note and are fully earned and payable as of the date hereof.


 


4. PREPAYMENT.
Borrower may pay all or any portion of the amount owed earlier than it is due; provided that in the event Borrower elects
to prepay all or any portion of the outstanding balance, it shall pay to Lender 115% of the portion of the outstanding balance
Borrower elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.


 


5. REDEMPTIONS.
Beginning on the date that is six (6) months from the date hereof and at the intervals indicated below until this Note is paid
in full, Lender shall have the right to redeem, up to an aggregate of one third (1/3) of the initial principal balance of this
Note each month (each monthly exercise, a “Monthly Redemption Amount”) by providing written notice (each, a
“Monthly Redemption Notice”) delivered to Borrower by facsimile, email, mail, overnight courier, or personal
delivery; provided, however, that if Lender does not exercise any Monthly Redemption Amount in its corresponding
month then such Monthly Redemption Amount shall be available for Lender to redeem in any future month in addition to such future
month’s Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, Borrower shall pay the applicable Monthly
Redemption Amount in cash to Lender within five (5) business days of Borrower’s receipt of such Monthly Redemption Notice.


 






     


     


    

 


6. EVENT
OF DEFAULT. The occurrence of any of the following shall constitute an “Event of Default” under this Note:


 


(a) Failure
to Pay. Borrower shall fail to pay when due, whether at stated maturity, upon acceleration or otherwise, any principal or interest
payment, or any other payment required under the terms of this Note on the date due.


 


(b) Breaches
of Covenants. Borrower or any other person or entity 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),
only if such default or breach remains uncured for a period of at least five (5) Trading Days.


 


(c) Representations
and Warranties. Any representation or warranty made by Borrower to Lender in this Note, the Purchase Agreement, any other Transaction
Document, or any related agreement shall be false, incorrect, incomplete or misleading in any material respect when made or furnished.


 


(d) Voluntary
Bankruptcy or Insolvency Proceedings. Borrower shall (i) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its property, (ii)  make a general assignment for the
benefit of its or any of its creditors, (iii) be dissolved or liquidated, or (iv) commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of
its property by any official in an involuntary case or other proceeding commenced against it.


 


(e) Involuntary
Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator, or custodian of Borrower
or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization,
or other relief with respect to Borrower or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty
(60) days of commencement.


 


(f) Judgment.
A judgment or judgments for the payment of money in excess of the sum of $600,000.00 in the aggregate shall be rendered against
Borrower and either (i) the judgment creditor executes on such judgment or (ii) such judgment remains unpaid or undischarged for
more than sixty (60) days from the date of entry thereof or such longer period during which execution of such judgment shall be
stayed during an appeal from such judgment.


 


(g) Attachment.
Any execution or attachment shall be issued whereby any substantial part of the property of Borrower shall be taken and the same
shall not have been vacated or stayed within thirty (30) days after the issuance thereof.


 


(h) Cross
Default. Borrower breaches or any event of default occurs under any term or provision of any Other Agreement (as defined hereafter).
For purposes hereof, “Other Agreement” means collectively, all existing and future agreements and instruments
between, among or by Borrower, on the one hand, and Lender, on the other hand.


 






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7. ACCELERATION;
REMEDIES.


 


(a) At
any time following the occurrence of an Event of Default (other than an Event of Default referred to in Sections 6(d) and 6(e)),
Lender may, by written notice to Borrower, declare all unpaid principal, plus all accrued interest and other amounts due hereunder
to be immediately due and payable at the Mandatory Default Amount (as defined below) without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.
Upon the occurrence or existence of any Event of Default described in Sections 6(d) and 6(e), immediately and without
notice, all outstanding unpaid principal, plus all accrued interest and other amounts due hereunder shall automatically become
immediately due and payable at the Mandatory Default Amount, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing
remedies, upon the occurrence or existence of any Event of Default, Lender may exercise any other right, power or remedy permitted
to it by law, either by suit in equity or by action at law, or both. For purposes hereof, the term “Mandatory Default
Amount” means an amount equal to 115% of the outstanding balance of this Note (which outstanding balance, for avoidance
of doubt, shall include principal, interest, fees and any previously incurred prepayment penalty) as of the date the applicable
Event of Default occurred, plus all interest, fees, and charges that may accrue on such outstanding balance thereafter.


 


(b) Upon
the occurrence of a Change in Control (as defined below), and without further notice to Borrower, all unpaid principal, plus all
accrued interest, original issue discount, and other amounts due hereunder, shall become immediately due and payable. For purposes
hereof, a “Change in Control” means a sale of all or substantially all of Borrower’s assets, or a merger,
consolidation, or other capital reorganization of Borrower with or into another company, and does not include a significant equity
financing; provided however that a merger, consolidation, or other capital reorganization in which the holders of
the equity of Borrower outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining
outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting
power represented by the voting securities of Borrower, or such surviving entity, outstanding immediately after such transaction
shall not constitute a Change in Control.


 


8. 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 all payments due hereunder in accordance with
the terms of this Note.


 


9. NO
USURY. Notwithstanding any other provision contained in this Note or in any instrument given to evidence the obligations evidenced
hereby: (a) the rates of interest and charges provided for herein and therein shall in no event exceed the rates and charges which
result in interest being charged at a rate equaling the maximum allowed by law; and (b) if, for any reason whatsoever, Lender ever
receives as interest in connection with the transaction of which this Note is a part an amount which would result in interest being
charged at a rate exceeding the maximum allowed by law, such amount or portion thereof as would otherwise be excessive interest
shall automatically be applied toward reduction of the unpaid principal balance then outstanding hereunder and not toward payment
of interest.


 






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10. ATTORNEYS’
FEES. 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
overdue amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the reasonable costs incurred
by Lender for such collection, enforcement or action including, without limitation, reasonable attorneys’ fees and disbursements.


 


11. 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 jurisdictions) that would
cause the application of the laws of any jurisdictions 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.


 


12. ARBITRATION
OF DISPUTES. Borrower agrees that any dispute arising under this Note shall be subject to the Arbitration Provisions (as defined
in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


13. WAIVERS.
Borrower hereby waives presentment, notice of nonpayment, notice of dishonor, protest, demand and diligence.


 


14. LOSS
OR MUTILATION. On receipt by Borrower of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation
of this Note and, in the case of any such loss, theft or destruction of this Note, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to Borrower or, in the case of any such mutilation, on surrender and cancellation of such Note,
Borrower at its expense will execute and deliver, in lieu thereof, a new Note of like amount and tenor.


 


15. NOTICES.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices”
in the Purchase Agreement, the terms of which are incorporated herein by this reference.


 


16. AMENDMENT
AND WAIVER. This Note and its terms and conditions may be amended, waived or modified only in writing by Borrower and Lender.


 


17. 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 the
parties to the fullest extent permitted and the balance of this Note shall remain in full force and effect.


 


18. ASSIGNMENTS.
Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred
by Lender without the consent of Borrower.


 






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19. FINAL
NOTE. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Borrower
and Lender and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations. THIS
NOTE, TOGETHER WITH THE OTHER TRANSACTION DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


20. Waiver
of Jury Trial. BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT 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,
BORROWER ACKNOWLEDGES THAT IT KNOWINGLY AND VOLUNTARILY IS WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


21. TIME
IS OF THE ESSENCE. Time is of the essence of this Note and each and every provision hereof in which time is an element.


 


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 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.


 


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IN WITNESS WHEREOF,
Borrower has caused this Note to be issued as of the date first set forth above.


 


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


 


[Signature Page to Promissory Note]