Exhibit 10.1


 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	2018 EMPLOYEE STOCK INCENTIVE
    PLAN	 	2
	 	 	 
	AMENDMENT NO. 1 TO THE INPIXON
    2018 EMPLOYEE STOCK INCENTIVE PLAN	 	16
	 	 	 
	AMENDMENT NO. 2 TO THE INPIXON
    2018 EMPLOYEE STOCK INCENTIVE PLAN	 	18
	 	 	 
	AMENDMENT TO THE INPIXON 2018
    EMPLOYEE STOCK INCENTIVE PLAN	 	21
	 	 	 
	AMENDMENT TO THE INPIXON 2018 EMPLOYEE STOCK INCENTIVE
PLAN DATED NOVEMBER 16, 2021

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INPIXON


2018 EMPLOYEE STOCK INCENTIVE PLAN


 


(Approved and adopted by the Board of Directors
on January 4, 2018 and by the stockholders on February 2, 2018)


STATEMENT OF PURPOSE


The Inpixon Employee Stock
Incentive Plan is intended to afford an incentive to employees, corporate officers, directors, consultants and other key persons
employed or retained by INPIXON (the “Company”) and its subsidiaries and affiliates to acquire a proprietary interest
in the Company and to enable the Company and its subsidiaries and affiliates to attract and retain such persons.


DEFINITIONS


For purposes of the Plan, the following terms
are defined as set forth below:


a. “10% Holder” shall mean
any person who, for purposes of Section 422 of the Code owns more than 10% of the total combined voting power of all classes of
stock of the employer corporation or of any Subsidiary.


b. “Award” means any award
granted pursuant to the provisions of the Plan, including any Stock Option, Stock Appreciation Right, Restricted Stock or Restricted
Stock Unit.


c. “Board” means the Board
of Directors of the Company.


d. “Change of Control” has
the meaning set forth in Section 4.3.1.


e. “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor thereto.


f. “Committee” means the
Committee referred to in Section 3.1.


g. “Common Stock” means
common stock, par value $0.001 per share, of the Company.


h. “Company” means Inpixon,
a Nevada corporation, or any successor corporation.


i. “Covered Employee” means
a participant designated prior to the grant of Stock Options, Restricted Stock, Stock Appreciation Rights or Restricted Stock Units
by the Committee who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year
in which such Stock Options, Restricted Stock, Stock Appreciation Rights or Restricted Stock Units are expected to be taxable to
such participant.


j. “Eligible Persons” means
the Eligible Persons referred to in Section 2 of the Plan.


k. “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.




 






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l. “Fair Market Value” shall
be determined in good faith by the Committee in accordance with the provisions of Treasury Department regulations 1.409A-1(b)(5)(iv)(A)
and means, as of any given date, (i) if the Common Stock is listed or admitted to trade on a national securities exchange, the
closing price of the Common Stock on the Composite Tape, as published in The Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so listed or admitted to trade, on such date, or, if there is no trading of the Common Stock
on such date, then the closing price of the Common Stock as quoted on such Composite Tape on the next preceding date on which there
was trading in such shares; (ii) if the Common Stock is not listed or admitted to trade on a national securities exchange, the
mean between the closing bid and asked price for the Common Stock on such date, as furnished by a tier of the OTC Market Group
Inc. (the “OTC Markets”) or similar organization; and (iv) if the stock is not listed or admitted to trade on a national
securities exchange and if bid and asked prices for the Common Stock are not furnished by the OTC Markets or a similar organization,
the value established in good faith by the Committee taking into account such facts and circumstances deemed to be material by
the Committee to the value of the Common Stock in the hands of the Eligible Person.


Notwithstanding the foregoing,
for purposes of granted Non-Qualified Stock Options, Stock Appreciation Rights, or Restricted Stock Units, Fair Market Value of
Common Stock shall be determined in accordance with the requirements of Code Section 409A, and for purposes of granting Incentive
Stock Options, Fair Market Value of Common Stock shall be determined in accordance with the requirements of Code Section 422.


m. “Incentive Stock Option”
means any Stock Option designated as, and intended to qualify as, an “incentive stock option” within the meaning of
Section 422 of the Code.


n. “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


o. “Performance Goals” means
the performance goals established by the Committee in connection with the grant of an Award.


p. “Plan” means this 2018
Employee Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.


q. “Qualified Performance-Based Award”
means an Award of Stock Options, Restricted Stock, Stock Appreciation Rights or Restricted Stock Units designated as such by the
Committee at the time of grant, based upon a determination that (i) the recipient is or may be a “covered employee”
within the meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able to claim a tax deduction
with respect to such Stock Options, Restricted Stock, Stock Appreciation Rights or Restricted Stock Units and (ii) the Committee
wishes such Award to qualify for the Section 162(m) Exemption.


r. “Restricted Stock” means an Award granted
under Section 6.


s. “Restricted Stock Unit” means an Award granted
under Section 7.


t. “Section 162(m) Exemption” means the exemption
from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.


u. “Stock Appreciation Right” means an Award
granted under Section 5.


v. “Stock Option” means an Award granted under
Section 4.


w. “Subsidiary” shall have the meaning given
to the term “Subsidiary corporation” in Section 424(f) of the Code.



 






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x. “Termination
of Employment” means the termination of the participant’s employment with the Company and any of its Subsidiaries.
A participant employed by a Subsidiary shall also be deemed to incur a Termination of Employment if the Subsidiary ceases to be
such a Subsidiary, and the participant does not immediately thereafter become an employee of the Company or another Subsidiary.
Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries
shall not be considered Terminations of Employment, provided however, if such participant’s leave exceeds three (3) months,
and reemployment upon expiration of such leave is not guaranteed by statute or contract, then any Incentive Stock Option held by
such participant shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration
of such three (3) month period. If so determined by the Committee, a participant shall be deemed not to have incurred a Termination
of Employment if the participant enters into a contract with the Company or a Subsidiary providing for the rendering by the participant
of consulting services to the Company or such Subsidiary on terms approved by the Committee; however, Termination of Employment
of the participant shall occur when such contract ceases to be in effect.


In addition, certain other
terms used herein have definitions given to them in the first place in which they are used.


STATEMENT OF THE PLAN


1. Shares Subject to the Plan.


Subject to the provisions
of Section 8, the maximum number of shares which may be issued under the Plan shall be two million (2,000,000) shares of Common
Stock, par value $0.001 per share, of the Company (the “Shares”), which shall automatically increase quarterly on the
first day of each calendar quarter, beginning on April 1, 2018 and for each quarter thereafter through October 1, 2028, by a number
of shares of common stock equal to the least of (i) 1,000,000 Shares, (ii) twenty percent (20%) of the outstanding Shares on the
last day of the immediately preceding calendar quarter, or (iii) such number of Shares determined by the Committee. The Company
shall at all times while the Plan is in effect reserve such number of shares of Common Stock as will be sufficient to satisfy the
requirements of outstanding Awards granted under the Plan. The Shares subject to the Plan shall be either authorized and unissued
shares or treasury shares of Common Stock. If any Award is forfeited, or if any Stock Option (and related Stock Appreciation Right,
if any) terminates, expires or lapses for any reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, or if any Stock Appreciation Right is exercised for cash, the unpurchased Shares subject to such
Awards shall again be available for distribution under the Plan. No more than 2,000,000 Shares may be delivered in the aggregate
pursuant to the exercise of Incentive Stock Options granted under the Plan plus, to the extent allowable under Section 422 of the
Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan as a result
of forfeited, terminated, expired or lapsed Stock Options as provided above in this Section 1. The limitations of this Section
1 shall be subject to adjustment pursuant to Section 8.


2. Eligibility.


Awards may be granted only
to employees, salaried officers and other key persons employed or retained by the Company or its Subsidiaries, and any non-employee
director, consultant, vendor or other individual having a business relationship with the Company or its Subsidiaries to the extent
not prohibited by law (“Eligible Persons”). As used in this Plan, the term “Subsidiaries” shall include
Subsidiaries of a Subsidiary.


 






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3. Administration of the Plan.


3.1. The Plan shall be
administered by either the full Board of Directors or by a committee (either the full Board or the committee is referred to hereinafter
as the “Committee”) composed of at least two non-employee directors, each of whom shall be a disinterested person,
as defined by Rule 16b-3(c)(2)(i) under the Exchange Act, which Committee shall be appointed by and serve at the pleasure of the
Board. Within the limits of the express provisions of the Plan, the Committee shall have the authority to determine, in its absolute
discretion, (i) the individuals to whom, and the time or times at which Awards shall be granted, (ii) whether and to what extent
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units or
any combination thereof are to be granted hereunder, (iii) the number of Shares to be covered by each Award granted hereunder,
(iv) subject to Sections 4.7 and 6.3(G), the terms and conditions of any Award granted hereunder including, but not limited to,
the option price, any vesting condition, restriction or limitation (which may be related to the performance of the participant,
the Company or any Subsidiary), and any vesting, acceleration, forfeiture or waiver regarding any Award and the shares of Common
Stock relating thereto, (v) modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including
but not limited to, Performance Goals; provided, however, that the Committee may not adjust upwards
the amount payable with respect to Qualified Performance-Based Awards or waive or alter the Performance Goals associated therewith
or cause such Award to vest earlier than permitted by Section 6.3(G); (vi) to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award shall be deferred; and (vii) under what circumstances an Award may be settled
in cash or Common Stock under Sections 6.3(B) and 10, provided, however, that the Committee shall not have
such power to the extent that the mere possession (as opposed to the exercise) of such power would result in adverse tax consequences
to any participant under Code Section 409A. In making such determinations, the Committee may take into account such factors as
the Committee, in its absolute discretion, shall deem relevant. Subject to the express provisions of the Plan, the Committee shall
also have the authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective option instruments or agreements (which need not be identical) and to make all other
determinations and take all other actions necessary or advisable for the administration of the Plan. The Committee’s determinations
on the matters referred to in this Section 3.1 shall be conclusive. Any determination by a majority of the members of the Committee
shall be deemed to have been made by the whole Committee.


3.2. Each member of the
Committee shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably
incurred by such member, or liability (including any sum paid in settlement of a claim with the approval of the Company) arising
out of any act or omission to act in connection with the Plan unless arising out of such member’s own fraud or bad faith,
to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the members
may have as directors or otherwise under the By-laws of the Company, any agreement or vote of stockholders or disinterested directors
or otherwise.




 






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4. Stock Options.


Stock Options may be granted
alone or in addition to other Awards. Stock Options granted hereunder may be either Incentive Stock Options or Non-Qualified Stock
Options. Any Stock Option granted hereunder shall be in such form as the Committee may from time to time approve. Stock Options
granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions
as the Committee shall deem desirable:


4.1. Stock Option Exercise
Price. Subject to adjustments in accordance with Sections 8 and 9, the exercise price of each Stock Option granted under the
Plan shall be set forth in the applicable Option Agreement, but in no event shall such price be less than the Fair Market Value
of the Shares subject to the Stock Option on the date the Stock Option is granted. The exercise price for Incentive Stock Options
shall not be less than 100% of the Fair Market Value per share of the Common Stock at the time the Stock Option is granted, nor
less than 110% of such Fair Market Value in the case of an Incentive Stock Option granted to an individual who, at the time the
option is granted, is a 10% Holder. The Fair Market Value of the Shares shall be determined in good faith by the Committee, with
the approval of the Board, in accordance with the Plan and in accordance with the requirements of Code Sections 409A and 422.


4.2. Maximum Stock Option
Grant. With respect to Stock Options which are intended to qualify as Incentive Stock Options, the aggregate Fair Market Value
(determined as of the time the Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options granted
to any participant (whether under this Plan or under any other stock option plan of the Company or its Subsidiaries) become exercisable
for the first time in any calendar year, may not exceed $150,000. The number of Shares for which any participant, in any calendar
year, may be granted Stock Options under the Plan not treated as Incentive Stock Options shall be limited to not more than 150,000.
Notwithstanding the forgoing, nothing contained in the Plan shall be construed to prohibit the grant of Stock Options under the
Plan to an Eligible Person by reason of such person holding Stock Options to purchase shares of Common Stock or any other securities
of the Company granted otherwise than under the Plan.


4.3. Exercise of Stock
Options. 


4.3.1. Subject to the provisions
in this Section 4.3 and in Section 10, Stock Options may be exercised in whole or in part. The Committee, in its absolute discretion,
shall determine the time or times at which any Stock Option granted under the Plan may be exercised; provided, however, that each
Stock Option:


(A) shall be exercisable
by a participant only if such participant was an Eligible Person (and in the case of an Incentive Stock Option, was an employee
or salaried officer of the Company or any of its Subsidiaries) at all times beginning from the date of the grant of the Incentive
Stock Option to a date not more than three months (except as otherwise provided in Section 9) before exercise of such Stock Option;


(B) may not be exercised
prior to the expiration of at least six months from the date of grant except in the case of the death or disability of the participant
or otherwise with the approval of the Committee or the Board of Directors or, if the option agreement evidencing such Stock Option
so provides, upon a “Change of Control” as defined below;


(C) shall expire no later
than the expiration of ten years (five years in the case of an Incentive Stock Option granted to a 10% Holder) from the date of
its grant; and


(D) shall not be exercisable
by a participant until such participant executes and delivers a written representation to the effect that such participant is acquiring
the Common Stock for investment and not with the intent of distributing the same (unless such Common Stock shall be appropriately
registered under the Securities Act of 1933, as amended, or exempt from registration thereunder).


 








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A “Change of Control”
as used in this Section 4.3 shall mean any of the following:


(i) any consolidation, merger
or sale of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s
stock would be converted into cash, securities or other property; or


(ii) the stockholders of
the Company approve an agreement for the sale, lease, exchange or other transfer (in one transaction or a series of related transactions)
of all or substantially all of the assets of the Company; or


(iii) any approval by the
stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or


(iv) the acquisition of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act of an aggregate of 30% or more of the voting power of the Company’s
outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the Exchange Act), unless
such acquisition was approved by the Board of Directors prior to the consummation thereof); or


(v) the appointment of a
trustee in a Chapter 11 bankruptcy proceeding involving the Company or the conversion of such a proceeding into a case under Chapter
7.


As a condition of the grant of a Stock Option,
the Committee, in its absolute discretion, may require an Eligible Person to enter into an employment agreement with the Company
or any Subsidiary or affiliate of the Company covering a period of at least one year following the grant, and if the grant specifically
requires, compliance with all terms and conditions of any such employment agreement shall be a condition to the exercise by the
participant of such participant’s Stock Option (provided, however, that such compliance may be waived by the Committee in
its absolute discretion).


4.3.2. Stock Options granted
under the Plan shall be exercised by the delivery by the holder thereof to the Company at its principal offices (to the attention
of the Secretary) of written notice of the number of Shares with respect to which the Stock Option is being exercised, accompanied
by payment in full of the Stock Option exercise price of such Shares. The exercise price shall be payable in cash by a certified
or bank check or such other instrument as the Company may accept; provided, however, that in lieu of payment
in cash, a participant may, with the approval of the Company’s Board and on the recommendation of the Committee, pay for
all or part of the Shares to be purchased upon exercise of such participant’s Stock Option by:


(A) tendering to the Company
shares of the Company’s Common Stock owned by such participant and having a Fair Market Value (as determined pursuant to
Section 4.1) equal to the exercise price (or the balance thereof) applicable to such participant’s Stock Option; or


(B) complying with any exercise
and sell (or cashless exercise) program which the Company has established with a broker-dealer.


4.3.3. The holder of an
option shall have none of the rights of a stockholder with respect to the Shares covered by such holder’s option until such
Shares shall be issued to such holder upon the exercise of such holder’s option.






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4.4. Termination of
Service. In the event that the service of an individual to whom a Stock Option has been granted under the Plan shall terminate
(otherwise than by reason of such individual’s death or total disability, or for cause), such option may be exercised (if
and to the extent that such individual was entitled to do so at the date of termination of such individual’s service) at
any time within three months after such termination, but in no event after the expiration of the term of the option. No option
granted under the Plan may be exercised by a participant following termination of such participant’s employment for cause.
“Termination for cause” shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law
(except minor violations), fraud, misconduct or disclosure of confidential information. If the service of an individual to whom
a Stock Option has been granted under the Plan shall be suspended pending an investigation of whether or not the individual shall
be terminated for cause, all of the individuals rights under any option granted hereunder likewise shall be suspended during the
period of investigation.


4.5. Death or Total
Disability of a Stock Option Holder. In the event of the death or total disability of an individual to whom a Stock Option
has been granted under the Plan (i) while serving as an Eligible Person; or (ii) within three months after the termination of such
service, other than for cause, such option may be exercised (if and to the extent that the deceased individual was entitled to
do so at the date of such individual’s death or total disability) by a legatee or legatees of such participant under such
individual’s last will and testament or by such individual’s personal representatives or distributees, at any time
within twelve months after such individual’s death or total disability, but in no event after the expiration of the
term of the option.


As used in this Plan, the
term “total disability” refers to a mental or physical impairment of the individual which has lasted or is expected
to last for a continuous period of twelve months or more and which causes the individual to be unable, in the opinion of the Company
and two (if more than one is required by the Company in its sole discretion) independent physicians, to perform such individual’s
duties for the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred
on the first day after the Company and the two (if more than one is required by the Company in its sole discretion) independent
physicians have furnished their opinion of total disability to the Committee.


4.6. Non-transferability
of Stock Options. A Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution and
is exercisable during the lifetime of the Eligible Person only by such Eligible Person. Notwithstanding the foregoing, the Committee
shall have discretionary authority to grant Stock Options which will be transferable to members of a participant’s immediate
family, including trusts for the benefit of such family members and partnerships in which such family members are the only partners.
A transferred option would be subject to all of the same terms and conditions as if such option had not been transferred. Upon
any attempt to transfer a Stock Option granted under this Plan otherwise than as permitted hereunder, or upon the levy of attachment
or similar process upon such option, such option shall automatically become null and void and of no further force and effect.


4.7. Evidence of Stock
Option Grant. Each option granted pursuant to the Plan shall be evidenced by an agreement (the “Option Agreement”)
which shall clearly identify the status of the Stock Options granted thereunder (i.e., whether an Incentive Stock Option or Non-Qualified
Stock Option). The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such
additional provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee shall deem
advisable.






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4.8. Deferral of Stock
Option Shares. The Committee may from time to time establish procedures pursuant to which a participant may elect to defer,
until a time or times later than the exercise of a Stock Option, receipt of all or a portion of the shares of Common Stock subject
to such Stock Option and/or to receive cash at such later time or times in lieu of such deferred shares, all on such terms and
conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Sections 4.3.1 and 4.3.2.
above, a participant who elects such deferral shall not have any rights as a stockholder with respect to such deferred shares unless
and until shares are actually delivered to the participant with respect thereto, except to the extent otherwise determined by the
Committee. Notwithstanding anything herein to the contrary, in no event will any deferral of the delivery of shares of Common Stock
or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral
would result in the imposition of additional tax under Code Section 409A(a)(1)(B).


5. Stock Appreciation Rights


5.1. Grant and Exercise.
Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option.


A Stock Appreciation Right
may be exercised by a participant in accordance with Section 5.2 by surrendering the applicable portion of the related Stock Option
in accordance with procedures established by the Committee. Upon such exercise and surrender, the participant shall be entitled
to receive an amount determined in the manner prescribed in Section 5.2. Stock Options which have been so surrendered shall no
longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.


5.2. Terms and Conditions.
Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including
the following:


(A) Stock Appreciation Rights
shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in
accordance with the provisions of Section 4 and this Section 5.


(B) Upon the exercise of
a Stock Appreciation Right, a participant shall be entitled to receive an amount in cash, shares of Common Stock or both, in value
equal to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the related
Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with
the Committee having the right to determine the form of payment.


(C) Stock Appreciation Rights
shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 4.6.


(D) Upon the exercise of
a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of the limitation set forth in Section 1 on the number of shares of Common Stock to be issued
under the Plan, but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise
based on the value of the Stock Appreciation Right at such time.


 








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6. Restricted Stock


6.1. Administration.
Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee
shall determine the Eligible Persons to whom and the time or times at which grants of Restricted Stock will be awarded, the number
of shares to be awarded to any Eligible Person, the conditions for vesting, the time or times within which such Awards may be subject
to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6.3.


6.2. Awards and Certificates.
Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration
or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered
in the name of such Eligible Person and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Award, substantially in the following form:


“The transferability of this
certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Inpixon
Employee Stock Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of
Inpixon, 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303.”


The Committee may require that the certificates
evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the participant shall have delivered a stock power, endorsed in blank, relating to the Common
Stock covered by such Award.


6.3. Terms and Conditions.
Shares of Restricted Stock shall be subject to the following terms and conditions:


(A) The Committee may, prior
to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award, in which event it shall
condition the grant or vesting, as applicable, of such Restricted Stock upon the attainment of Performance Goals. If the Committee
does not designate an Award of Restricted Stock as a Qualified Performance-Based Award, it may also condition the grant or vesting
thereof upon the attainment of Performance Goals. Regardless of whether an Award of Restricted Stock is a Qualified Performance-Based
Award, the Committee may also condition the grant or vesting thereof upon the continued service of the participant. The conditions
for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance
Goals) need not be the same with respect to each recipient. The Committee may at any time, in its sole discretion, accelerate or
waive, in whole or in part, any of the foregoing restrictions; provided, however, that in the case of Restricted
Stock that is a Qualified Performance-Based Award, the applicable Performance Goals have been satisfied and further,
provided, however, that the Committee shall not have such power to the extent that the mere possession (as opposed
to the exercise) of such power would result in adverse tax consequences to any participant under Code Section 409A.


(B) Subject to the provisions
of the Plan and the Restricted Stock Agreement referred to in Section 6.3(G), during the period, if any, set by the Committee,
commencing with the date of such Award for which such participant’s continued service is required (the “Restriction
Period”), and until the later of (i) the expiration of the Restriction Period and (ii) the date the applicable Performance
Goals (if any) are satisfied, the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares
of Restricted Stock.


(C) Except
as provided in this Section 6.3(C) and Sections 6.3(A) and 6.3(B) and the Restricted Stock Agreement, the participant shall have,
with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series
of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right
to receive any dividends. If so determined by the Committee in the applicable Restricted Stock Agreement, (i) cash dividends on
the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested
in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, or held subject to meeting Performance
Goals applicable only to dividends; and (ii) dividends payable in Common Stock shall be paid in the form of Restricted Stock of
the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted
Stock, or held subject to meeting Performance Goals applicable only to dividends.


 






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(D) Except to the extent
otherwise provided in the applicable Restricted Stock Agreement or Sections 6.3(A), 6.3(B), 6.3(E) or 9.1(D), upon a participant’s
Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied,
all shares still subject to restriction shall be forfeited by the participant.


(E) Except to the extent
otherwise provided in Section 9.1(D), in the event that a participant retires or such participant’s employment is involuntarily
terminated, the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions (other than,
in the case of Restricted Stock with respect to which a participant is a Covered Employee, satisfaction of the applicable Performance
Goals unless the Participant’s employment is terminated by reason of death or Disability) with respect to any or all of such
participant’s shares of Restricted Stock.


(F) If and when any applicable
Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended
certificates for such shares shall be delivered to the participant upon surrender of the legended certificates.


(G) Each Award shall be confirmed
by, and be subject to, the terms of a Restricted Stock Agreement.


7. Restricted Stock Units.


7.1. Administration.
Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall
determine the Eligible Persons to whom and the time or times at which grants of Restricted Stock Units will be awarded and the
number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All Restricted
Stock Units shall be made pursuant to a Restricted Stock Unit Award Agreement (an “RSU Agreement”).


 


7.2. Terms of Restricted
Stock Units. The Committee will determine the terms of a Restricted Stock Unit including, without limitation: (a) the number
of Shares subject to the Restricted Stock Unit; (b) the time or times during which the Restricted Stock Unit may be settled; (c)
the consideration to be distributed on settlement; and (d) the effect of the participant’s Termination of Employment on each
Restricted Stock Unit. A Restricted Stock Unit may be awarded upon satisfaction of such performance goals based on Performance
Goals during any period of service determined by the Committee, during which years of service or performance is to be measured
for the Award (the “Performance Period”) as are set out in advance in the participant’s RSU Agreement. If the
Restricted Stock Unit is being earned upon satisfaction of Performance Goals, then the Committee will: (x) determine the nature,
length and starting date of any Performance Period for the Restricted Stock Unit; (y) select from among the Performance Goals to
be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the Restricted Stock Unit.
Performance Periods may overlap and participants may participate simultaneously with respect to Restricted Stock Units that are
subject to different Performance Periods and different performance goals and other criteria.




7.3. Form and Timing
of Settlement. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by
the Committee and set forth in the RSU Agreement. The Committee, in its sole discretion, may settle earned Restricted Stock Units
in cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a Restricted Stock
Unit to a date or dates after the Restricted Stock Unit is earned provided that the terms of the Restricted Stock Unit and any
deferral satisfy the requirements of Section 409A of the Code.


7.4. Termination.
Except as may be set forth in the participant’s RSU Agreement, vesting ceases on such participant’s date of Termination
of Employment (unless determined otherwise by the Committee).



 


8. Adjustments Upon Change in
Capitalization.


In the event of changes
in the outstanding shares of Common Stock of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class
of shares available under the Plan, the number and class of Shares or the amount of cash or other assets or securities available
upon the exercise of any Award granted hereunder and the number of Shares to be issued pursuant to an Award shall be correspondingly
adjusted, to the end that the participant’s proportionate interest in the Company, any successor thereto or in the cash,
assets or other securities into which Shares are converted or exchanged shall be maintained to the same extent, as near as may
be practicable, as immediately before the occurrence of any such event. All references in this Plan to “Common Stock”
from and after the occurrence of such event shall be deemed for all purposes of this Plan to refer to such other class of shares
or securities issuable upon the exercise or payment of Awards granted pursuant hereto.






    11


     


    

 


9. Material Transaction, Liquidation or Dissolution of the Company.


9.1. In the event of a
reorganization, merger or consolidation in which the Company is not the surviving corporation, or a sale of all or substantially
all of the assets of the Company to another person or entity (each a “Material Transaction”), unless otherwise provided
in the applicable agreement for an Award, the Committee shall:


(A) provide for the assumption
of outstanding Awards, or the substitution of outstanding Awards for new Awards, for equity securities of the surviving, successor
or purchasing corporation, or a parent or Subsidiary thereof, with appropriate adjustments as to the number, kind, vesting and
prices of Shares subject to such Awards, as determined in good faith by the Board in its sole discretion, or


(B) provide that the vesting
of each outstanding Award shall automatically be accelerated, if applicable, so that 100% of the unvested Shares covered by such
Award shall be fully vested upon the consummation of the Material Transaction, and




(i) provide notice to Participants
that all outstanding Stock Options, Stock Appreciation Rights and Restricted Stock Units must be exercised on or before a specified
date (which date shall be at least ten days from the date of notice), after which the Stock Options, Stock Appreciation Rights
and Restricted Stock Units shall terminate; or


(ii) terminate each outstanding
Stock Option, Stock Appreciation Right or Restricted Stock Unit in its entirety and exchange such Award for a payment of cash,
securities and/or property equal to the Fair Market Value of the Common Stock into which such Award convertible, less the exercise
price for such Award.


(C) provide that the restrictions
and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions
and become fully vested and transferable, and


(D) the Committee may also
make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s
purposes.


Notwithstanding the foregoing,
for purposes of Sections 9.1(A), 9.1(B), 9.1(C) and 9.1(D), the Committee shall not have any of the foregoing powers to the extent
that the mere possession (as opposed to the exercise) of such power would result in adverse tax consequences to any participant
under Code Section 409A.


9.2. In the event of the
dissolution or liquidation the Company, whether voluntary or otherwise, that is not a Material Transaction, all outstanding unexercised
Stock Options and Stock Appreciation Rights must be exercised, if at all, within the ninety day period commencing on the date specified
in Section 9.3 below. All such Awards which become exercisable during the ninety day period commencing on the date specified in
Section 9.3 below, shall terminate at the end of such ninety day period to the extent not exercised prior thereto.






    12


     


    

 


9.3. The date specified
in this Section 9.3 is the date of the earliest to occur of the following events:


(i) the entry, in a court
having jurisdiction, of an order that the Company be liquidated or dissolved;


(ii) adoption by the stockholders
of the Company of a resolution resolving that the Company be liquidated or dissolved voluntarily; or


(iii) adoption by the stockholders
of the Company of a resolution to the effect that the Company cannot, by reason of its liabilities, continue its business and that
it is advisable to liquidate or dissolve the Company. Notwithstanding anything herein to the contrary, in no event may any option
granted hereunder be exercised after the expiration of the term of such option.



10. Further Conditions.


Each Award granted under
the Plan shall be subject to the requirement that if at any time the Committee shall determine, in its absolute discretion, that
it is necessary or desirable as a condition of, or in connection with the grant and/or issuance of Award or the exercise thereof,
to effect or obtain, as the case may be:


(i) the listing, registration
or qualification of the Shares subject to such Award upon any securities exchange or under any state or federal law;


(ii) the consent or approval
of any governmental body;


(iii) any investment representation
or agreement by the individual desiring to be issued or to exercise an Award granted under the Plan; or


(iv) an opinion of counsel
for the Company,


then, no Award may be issued or exercised,
as the case may be, in whole or in part unless such listing, registration, qualification, consent, approval, investment or representation
agreement or opinion shall have been effected or obtained, as the case may be, free of any condition not acceptable to the Board
or the Committee.


11. Exchange and Buyout of Awards.


11.1. The Committee may,
at any time or from time to time, authorize the Company, with the consent of the respective participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards.


11.2. The Committee may,
at any time or from time to time, authorize the Company to buy from a participant an Award previously granted with payment in cash,
Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the participant
may agree.


12. Termination, Modification and Amendment.


12.1. The Plan (but not
Awards previously granted under the Plan) shall terminate on January 4, 2028, and no Awards shall be granted after, the tenth anniversary
of its adoption by the Board; provided that the Board may at any time terminate the Plan prior thereto upon the adoption of a resolution
of the Board.


12.2. The Board shall have
complete power and authority to modify or amend the Plan in whole or in part and from time to time in such respects as it shall
deem advisable; provided, however, that the Board shall not, without the approval of the votes represented by a majority of the
outstanding Common Stock of the Company present or represented and entitled to vote at a meeting of stockholders duly held in accordance
with the applicable laws of the Company’s jurisdiction of incorporation or by the written consent of stockholders owning
stock representing a majority of the votes of the Company’s outstanding stock entitled to vote:


(i) increase the number of
Shares available for the grant of Awards under Section 1 of the Plan (except as provided in Section 8);


(ii) extend the term of the
Plan or the period during which Awards may be granted or exercised;


(iii) reduce the Stock Option
price of an outstanding Stock Option;


(iv) alter the maximum number
of Shares available for the grant of Awards in the form of Incentive Stock Options and Restricted Stock;






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(v) materially increase the
benefits accruing to participants under the Plan;


(vi) modify the requirements
as to eligibility for participation in the Plan;


(vii) modify the nature of
the Awards which may be granted under the Plan;


(viii) with respect to Stock
Options which are Incentive Stock Options, amend the Plan in any respect which would cause such Stock Options to no longer qualify
for Incentive Stock Option treatment pursuant to the Code; and


(ix) alter the provisions
set forth in Section 6.3(H) with respect to minimum vesting schedules relating to Awards in the form of Restricted Stock.


No termination or amendment of the Plan shall,
without the consent of the individual participant, adversely affect the rights of such participant under an Award theretofore granted
to such participant.


13. Taxes.


The Company may make such
provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any Awards
granted under the Plan. The Company may further require notification from the participants upon any disposition of Common Stock
acquired pursuant to the Awards granted hereunder.


14. Effectiveness Of The Plan.


The Plan shall become effective
immediately upon its approval and adoption by the Board, subject to approval by a majority of the votes of the outstanding shares
of capital stock of the stockholders of the Company cast at any duly called annual or special meeting of the Company’s stockholders
held within one year from the date of Board adoption and approval.


15. Designation of Beneficiary by Participant.


A participant may designate
one or more beneficiaries to receive any rights and payments to which such participant may be entitled in respect of any option
granted under the Plan in the event of such participant’s death. Such designation shall be on a written form acceptable to
and filed with the Committee. The Committee shall have the right to review and approve beneficiary designations. A participant
may change the participant’s beneficiary(ies) from time to time in the same manner as the original designation, unless such
participant has made an irrevocable designation. Any designation of beneficiary under the Plan (to the extent it is valid and enforceable
under applicable law) shall be controlling over any other disposition, testamentary or otherwise, as determined by the Committee.
If no designated beneficiary survives the participant and is living on the date on which any right or amount becomes payable to
such participant’s beneficiary(ies), such payment will be made to the legal representatives of the participant’s estate,
and the term “beneficiary” as used in the Plan shall be deemed to include such person or persons. If there is any question
as to the legal right of any beneficiary to receive a distribution under the Plan, the Committee may determine that the amount
in question be paid to the legal representatives of the estate of the participant, in which event the Company, the Committee, the
Board and the Committee and the members thereof will have no further liability to any person or entity with respect to such amount.



    14


     


    


16. Certificates.


All Shares delivered under
this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and
other requirements promulgated under such laws or any stock exchange or automated quotation system upon which the Shares may be
listed or quoted and each stock certificate evidencing such Shares and other certificates shall have the appropriately legend.


17. Securities Law and Other Regulatory Compliance.


17.1. The issuance of Awards
under the Plan will not be effective unless such issuance is made in compliance with all applicable federal and state securities
laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the date of issuance/grant and also on the date of
exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver
stock certificates for Shares under this Plan prior to:


(i) obtaining any approvals
from governmental agencies that the Committee determines are necessary or advisable; and/or


(ii) completion of any registration
or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Committee determines
to be necessary or advisable.


17.2. The Company will
be under no obligation to register the Shares under the Securities Act of 1933, as amended, or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.


18. No Obligation to Employ.


The Plan shall not constitute
a contract of employment and nothing in this Plan shall confer or be deemed to confer on any participant any right to continue
in the employ of, or to continue any other relationship with, the Company or any Subsidiary or affiliate of the Company or limit
in any way the right of the Company or any Subsidiary or affiliate of the Company to terminate the participant’s employment
or other relationship at any time, with or without cause.


19. Non-exclusivity of the Plan.


Neither the adoption of
the Plan by the Board, the submission of the Plan to the shareholders of the Company for approval, nor any provision of this Plan
will be construed as creating any limitations on the power of the Board or the Committee to adopt such additional compensation
arrangements as the Board may deem desirable, including, without limitation, the granting of Stock Options otherwise than under
the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


20. Miscellaneous Provisions.


20.1. Determinations made
by the Committee under the Plan need not be uniform and may be made selectively among Eligible Persons under the Plan, whether
or not such Eligible Persons are similarly situated.



20.2. No Shares, other
Company securities or property, other securities or property, or other forms of payment shall be issued hereunder with respect
to any option granted under the Plan unless counsel for the Company shall be satisfied that such issuance will be in compliance
with applicable federal, state, local and foreign legal, securities exchange and other applicable requirements.


20.3. It is the intent
of the Company that if the Company’s securities are registered with the Securities and Exchange Commission the Plan comply
in all respects with Rule 16b-3 under the Exchange Act, that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3,
such provision shall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3.


20.4. The appropriate officers
of the Company shall cause to be filed any reports, returns or other information regarding the grant of Stock Options hereunder
or any Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the Exchange Act (or any successor provision)
or any other applicable statute, rule or regulation.


20.5. The validity, construction,
interpretation, administration and effect of the Plan, and of its rules and regulations, and rights relating to the Plan and Awards
granted under the Plan and any agreements in connection therewith, shall be governed by the substantive laws, but not the choice
of law rules, of the State of Nevada.



    15


     


    

 


AMENDMENT NO. 1


TO THE


INPIXON


2018 EMPLOYEE STOCK INCENTIVE PLAN


This Amendment No. 1 (the
“Amendment”) to the Inpixon 2018 Employee Stock Incentive Plan (the “Plan”) is made pursuant to Section
12 of the Plan. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in
the Plan.


WHEREAS, the Plan
was approved and adopted by the board of directors (the “Board”) of Inpixon (the “Company”) on January
4, 2018 and approved by the stockholders of the Company on February 2, 2018;


WHEREAS, Section
12.2 of the Plan provides that the Board may modify or amend the Plan in whole or in part and from time to time in such respects
as it deems advisable;


WHEREAS, the Board
has determined that it is in the best interest of the Company and its stockholders to amend the Plan to, among other things, (i)
reduce the limit on the aggregate Fair Market Value of Incentive Stock Options to $100,000 in accordance with the requirements
of Section 422 of the Code and (ii) remove the limit on the amount of Stock Options that can be issued under the Plan, which are
not treated as Incentive Stock Options; and


WHEREAS, stockholder approval is not
required to effect this Amendment.


NOW THEREFORE, the Plan is amended as
follows:


	 	1.	Section 4.2. Section 4.2 is hereby deleted in its entirety and replaced with the following:


4.2. Maximum Stock Option
Grant. With respect to Stock Options which are intended to qualify as Incentive Stock Options, the aggregate Fair Market Value
(determined as of the time the Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options granted
to any participant (whether under this Plan or under any other stock option plan of the Company or its Subsidiaries) become exercisable
for the first time in any calendar year, may not exceed $100,000. Notwithstanding the forgoing, nothing contained in the Plan shall
be construed to prohibit the grant of Stock Options under the Plan to an Eligible Person by reason of such person holding Stock
Options to purchase shares of Common Stock or any other securities of the Company granted otherwise than under the Plan.


	 	2.	Section 12.2(ix). Section 12.2(ix) is hereby deleted in its entirety.


In all other respects, the terms and conditions
of the Plan shall remain the same.


[Signature page follows.]



    16


     


    


 


IN WITNESS WHEREOF, the Company has adopted
this Amendment, effective as of the 17th day of May, 2018.


 


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



 






    17


     


    

 


AMENDMENT NO. 2 TO THE INPIXON 2018 EMPLOYEE
STOCK INCENTIVE PLAN


This Amendment No. 2 (the “Amendment”)
to the Inpixon 2018 Employee Stock Incentive Plan (the “Plan”) is made pursuant to Section 12 of the Plan. Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.


WHEREAS, the Plan
was approved and adopted by the board of directors (the “Board”) of Inpixon (the “Company”) on January
4, 2018 and approved by the stockholders of the Company on February 2, 2018;


WHEREAS, Section
12.2 of the Plan provides that the Board may modify or amend the Plan in whole or in part and from time to time in such respects
as it deems advisable;


WHEREAS, the Plan
was amended by the Amendment No. 1 to the Plan, which did not contain any amendment that requires stockholder approval and was
approved and adopted by the Board on May 17, 2018;


WHEREAS, the Board
has determined that it is in the best interests of the Company and its stockholders to further amend the Plan as set forth below;


WHEREAS, the Board
approved this Amendment on October 5, 2018; and


WHEREAS, the stockholders
of the Company approved this Amendment on October 31, 2018.


NOW THEREFORE, the
Plan is amended as follows:


	 	1.	Section 1. Section 1 is hereby amended and restated with the following:


“Shares
Subject to the Plan.


Subject to an adjustment in accordance
with Section 8, the maximum number of shares which may be issued under the Plan shall be two million (2,000,000) shares of Common
Stock, par value $0.001 per share (the “Initial Limit”), of the Company (the “Shares”), which shall automatically
increase on the first day of each calendar quarter, beginning on April 1, 2018 and for each quarter thereafter through October
1, 2028, by a number of shares of Common Stock equal to the least of (i) 1,000,000 Shares, (ii) twenty percent (20%) of the outstanding
Shares on the last day of the immediately preceding calendar quarter, or (iii) such number of Shares determined by the Committee
(the “Quarterly Increase”). The Company shall at all times while the Plan is in effect reserve such number of shares
of Common Stock as will be sufficient to satisfy the requirements of outstanding Awards granted under the Plan. The Shares subject
to the Plan shall be either authorized and unissued shares or treasury shares of Common Stock. If any Award is forfeited, or if
any Stock Option (and related Stock Appreciation Right, if any) terminates, expires or lapses for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in part, or if any Stock Appreciation Right is exercised
for cash, the unpurchased Shares subject to such Awards shall again be available for distribution under the Plan. Subject to such
overall limitations, the maximum aggregate number of Shares that may be issued in the form of Incentive Stock Options shall not
exceed the Initial Limit cumulatively increased on April 1, 2018 and on the first day of each quarter thereafter by the Quarterly
Increase.”



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	 	2.	Section 4.2. Section 4.2 is hereby amended and restated with the following:


“Maximum Stock Option Grant.
With respect to Stock Options which are intended to qualify as Incentive Stock Options, the aggregate Fair Market Value (determined
as of the time the Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options granted to any participant
(whether under this Plan or under any other stock option plan of the Company or its Subsidiaries) become exercisable for the first
time in any calendar year, may not exceed $100,000. The number of Shares for which any participant, in any calendar year, may be
granted Stock Options under the Plan not treated as Incentive Stock Options shall be limited to not more than 150,000. Notwithstanding
the forgoing, nothing contained in the Plan shall be construed to prohibit the grant of Stock Options under the Plan to an Eligible
Person by reason of such person holding Stock Options to purchase shares of Common Stock or any other securities of the Company
granted otherwise than under the Plan.”


	 	3.	Section 8. Section 8 is hereby amended and restated with the following:


“Adjustments Upon Change
in Capitalization.


In the event of changes in the
outstanding shares of Common Stock of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class
of shares available under the Plan, the number and class of Shares or the amount of cash or other assets or securities available
upon the exercise of any Award granted hereunder and the number of Shares to be issued pursuant to an Award shall be correspondingly
adjusted, to the end that the participant’s proportionate interest in the Company, any successor thereto or in the cash,
assets or other securities into which Shares are converted or exchanged shall be maintained to the same extent, as near as may
be practicable, as immediately before the occurrence of any such event. Notwithstanding the foregoing, no adjustment under this
Section shall reduce the maximum number of Shares which may be issued under the Plan, the Quarterly Increase, or reduce any limitations
related to Incentive Stock Options. For example, if the Company effects a reverse stock split of its outstanding Common Stock,
the the number of Shares available upon the exercise of any Award shall be adjusted; however, the maximum number of Shares available
under the Plan shall not be correspondingly adjusted. All references in this Plan to “Common Stock” from and after
the occurrence of such event shall be deemed for all purposes of this Plan to refer to such other class of shares or securities
issuable upon the exercise or payment of Awards granted pursuant hereto.”


In all other respects, the terms and conditions
of the Plan shall remain the same.


[Signature page follows.]






    19


     


    

 




IN WITNESS WHEREOF, the Company has adopted
this Amendment, effective as of the 31st day of October, 2018.


 


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








    20


     


    

AMENDMENT TO THE INPIXON 2018 EMPLOYEE
STOCK INCENTIVE PLAN


This Amendment (the
“Amendment”) to the Inpixon 2018 Employee Stock Incentive Plan (the “Plan”) is made pursuant to Section
12 of the Plan. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in
the Plan.


WHEREAS, the
Plan was approved and adopted by the board of directors (the “Board”) of Inpixon (the “Company”) on January
4, 2018 and approved by the stockholders of the Company on February 2, 2018;


WHEREAS, Section
12.2 of the Plan provides that the Board may modify or amend the Plan in whole or in part and from time to time in such respects
as it deems advisable;


WHEREAS, the
Board has determined that it is in the best interest of the Company and its stockholders to amend the Plan as set forth below;
and


WHEREAS, the
stockholders of the Company approved this Amendment on October 31, 2019.


NOW THEREFORE,
the Plan is amended as follows:


1.     Section
1. Section 1 is hereby amended and restated with the following:


“Shares
Subject to the Plan.


Subject to an adjustment in accordance
with Section 8, the maximum number of shares which may be issued under the Plan shall be two million (2,000,000) shares of Common
Stock, par value $0.001 per share (the “Initial Limit”), of the Company (the “Shares”), which shall automatically
increase on the first day of each calendar quarter, beginning on April 1, 2018 and for each quarter thereafter through October
1, 2028, by a number of shares of Common Stock equal to the least of (i) 1,500,000 Shares, (ii) twenty percent (20%) of the outstanding
Shares on the last day of the immediately preceding calendar quarter, or (iii) such number of Shares determined by the Committee
(the “Quarterly Increase”). The Company shall at all times while the Plan is in effect reserve such number of shares
of Common Stock as will be sufficient to satisfy the requirements of outstanding Awards granted under the Plan. The Shares subject
to the Plan shall be either authorized and unissued shares or treasury shares of Common Stock. If any Award is forfeited, or if
any Stock Option (and related Stock Appreciation Right, if any) terminates, expires or lapses for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in part, or if any Stock Appreciation Right is exercised
for cash, the unpurchased Shares subject to such Awards shall again be available for distribution under the Plan. Subject to such
overall limitations, the maximum aggregate number of Shares that may be issued in the form of Incentive Stock Options shall not
exceed the Initial Limit cumulatively increased on April 1, 2018 and on the first day of each quarter thereafter by the Quarterly
Increase.”


In all other respects, the terms and
conditions of the Plan shall remain the same.


[Signature page follows.]


 



    21


     


    




IN WITNESS WHEREOF,
the Company has adopted this Amendment, effective as of the 31st day of October, 2019.


 


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



 






    22


     


    

 


AMENDMENT TO THE INPIXON 2018 EMPLOYEE STOCK
INCENTIVE PLAN

DATED NOVEMBER 16, 2021


 


This Amendment (the “Amendment”)
to the Inpixon 2018 Employee Stock Incentive Plan, as amended (the “Plan”) is made pursuant to Section 12 of the Plan. Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan.


 


WHEREAS, the Plan was approved and adopted
by the board of directors (the “Board”) of Inpixon (the “Company”) on January 4, 2018 and approved by the stockholders
of the Company on February 2, 2018;


 


WHEREAS, Section 12.2 of the Plan provides
that the Board may modify or amend the Plan in whole or in part and from time to time in such respects as it deems advisable;


 


WHEREAS, the Board has determined that
it is in the best interest of the Company and its stockholders to amend the Plan as set forth below; and


 


WHEREAS, the stockholders of the Company
approved this Amendment on November 16, 2021.


 


NOW THEREFORE, the Plan is amended as follows:


 


1. Section 1 is hereby amended and restated with
the following:


 


“Shares Subject to the Plan.


 


Subject to an adjustment in accordance with Section
8, the maximum number of shares which may be issued under the Plan shall be forty million (40,000,000) shares of Common Stock, par value
$0.001 per share (the “Initial Limit”), of the Company (the “Shares”), which shall automatically increase on the
first day of each calendar quarter, beginning on January 1, 2022, and for each quarter thereafter through October 1, 2028, by a number
of shares of Common Stock equal to the least of (i) 3,000,000 Shares, (ii) twenty percent (20%) of the outstanding Shares on the last
day of the immediately preceding calendar quarter, or (iii) such number of Shares determined by the Committee (the “Quarterly Increase”).
The Company shall at all times while the Plan is in effect reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirements of outstanding Awards granted under the Plan. The Shares subject to the Plan shall be either authorized and unissued
shares or treasury shares of Common Stock. If any Award is forfeited, or if any Stock Option (and related Stock Appreciation Right, if
any) terminates, expires, or lapses for any reason without having been exercised in full or shall cease for any reason to be exercisable
in whole or in part, or if any Stock Appreciation Right is exercised for cash, the unpurchased Shares subject to such Awards shall again
be available for distribution under the Plan (the “Unpurchased Shares”). Notwithstanding anything to the contrary herein,
the aggregate number of shares of Common Stock underlying the Awards issued to the Eligible Persons during the term of the Plan may not
exceed 120,000,000 shares (the “Total Limit”), provided that for the purposes of the determination of the Total Limit, (i)
the number of shares of Common Stock shall be calculated at the moment, when the pertinent Award is issued and (ii) the number of Unpurchased
Shares shall not count towards the Total Limit. Subject to such overall limitations, the maximum aggregate number of Shares that may be
issued in the form of Incentive Stock Options shall not exceed the Total Limit.”


 


2. In all other respects, the terms and conditions
of the Plan shall remain the same.


 


[Signature page follows.]


 






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IN WITNESS WHEREOF, the Company has adopted
this Amendment, effective as of November 16, 2021.


 


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



 


 


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