Exhibit 10.3


 


FORM OF LOCK-UP AGREEMENT


 


________, 2018


 


Roth Capital Partners, LLC,


as placement agent in the Offering (as
defined below)


 


		Re:	Offering by Inpixon, a Nevada corporation (the “Company”)



 


Ladies and Gentlemen:


 


Pursuant
to the placement agency agreement, dated on or about the date hereof (the “Placement Agency Agreement”), between
the Company and Roth Capital Partners, LLC (the “Placement Agent”) as placement agent, the undersigned irrevocably
agrees with the Company that, from the date hereof until one hundred eighty (180) days following the closing date of the Company’s
offering of registered securities pursuant to an effective registration statement on Form S-3 (File No. 333-204159) (the “Offering”)
(such period, the “Restriction Period”), for which Offering the Placement Agent is acting as placement agent
of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into
any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Placement
Agency Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect
to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock
of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company
shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in
violation of this letter agreement. The Placement Agent may consent to an early release from the Restriction Period if, in its
sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial
emergency.


 


The undersigned
acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Placement Agent
to place the Offering and that the Placement Agent shall be a third party beneficiary of this letter agreement and the Company
shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that
the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated
by the Offering.


 



     


     


    

 


This letter agreement
may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Placement Agent
and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction
of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located
in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby
waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the
jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the
suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for
notices to it under the Placement Agency Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this
letter agreement does not intend to create any relationship between the undersigned and the Placement Agent and that no issuance
or sale of the Securities is created or intended by virtue of this letter agreement.


 


By its signature below,
the transfer agent of the Company hereby acknowledges and agrees that, reflecting this letter agreement, it has placed an irrevocable
stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction Period. This
letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Placement Agent.


 


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This letter agreement
may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Position in Company, if any	 


 


	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 


 


 


 






Number of shares of Common Stock underlying
subject to warrants, options, debentures or other convertible securities


 


By signing below, the
Company agrees to enforce the restrictions on transfer set forth in this letter agreement.


 


	INPIXON	 
	 	 	 
	By: 	    	 
	Name:	 	 
	Title:	 	 


 


 


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