Common use of Settlement Shares Clause in Contracts

Settlement Shares. (a) Simultaneously with the delivery of an executed signature page to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares (the “Settlement Shares”) to ATG or its designees, at a price of $1.508 per share (the “Offering”). After giving effect to the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount of the Net Award, ATG agrees to deliver an amount equal to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by NBF and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct NBF shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG NBF, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to NBF, on the issuance date(s), Fifty Million (50,000,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to NBF and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by NBF without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to NBF Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, NBF may deliver a registration statement on Form S-3 request to CHIT either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to NBF (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into NBF’s account and are available for sale by NBF shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein Company shall be fully responsible for all of the Transfer Agent’s costs for each and the related prospectus supplement, dated February 20, 2019, containing certain information regarding every conversion of the Settlement Shares and terms Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of NBF. In the Offering. (b) Within event the Company fails to comply with this provision then the Discount shall be increased by an additional five percent (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”%). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal NBF pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by NBF and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to NBF, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to NBF in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, NBF shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by NBF at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by NBF, or deemed beneficially owned by NBF, would result in NBF owning more than 4.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with the Arbitration and this Agreementnearest decimal place of .00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct RCP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG RCP, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(l0) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to RCP, on the issuance date(s), One Million Five Hundred Thousand (1,500,000.00) freely trading shares of Common Stock pursuant to Section 3(a)(l0) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may deliver a registration statement on Form S-3 request to HMPQ either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to RCP (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price, The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement ( each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty percent (40%) discount to market (the total amount of the claims divided by 60%) subject to paragraph 3(b) herein, based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), three hundred seventy five thousand (375,000) freely trading shares pursuant to Section 3(a)(10) of the Settlement SharesSecurities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, any amounts due time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance, Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which the first tranche of the Initial Issuance shares along with any shares issued as a settlement fee have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the Sale Proceeds exceeds terms and conditions of this Section 3 within five (5) Trading Days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the amount Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and Settlement Fee Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipuation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Net AwardClaim Amount, ATG divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery a. Following entry of an executed signature page Order by the Court in accordance3with Paragraph 2 hereof and upon the delivery, by TARPON and the Company, of the Stipulation of Dismissal (as defined below), the Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct TARPON shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) in one or more tranches, as necessary, sufficient to ATG or its designeesgenerate proceeds such that the aggregate Remittance Amount equals the Claim Amount, at subject to the adjustment and ownership limitations set forth below. In addition, upon entry of the Order, the Company shall (a) issue to TARPON a price Convertible Promissory Note in the principal amount of Thirty Five Thousand Dollars ($1.508 per share 35,000), and (b) issue to Corinthian Partners LLC a Convertible Promissory Note in the principal amount of Seven Thousand Five Hundred dollars ($7,500) (“OfferingPromissory Notes”). After giving effect The Promissory Notes shall have no registration rights, shall carry an annual interest rate of 10%, and shall be convertible into the common stock of the Company at 80% of the low closing bid price for the thirty (30) days prior to conversion. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, the Company shall: (i) cause its legal counsel to issue an opinion to the Company’s transfer agent, in form and substance reasonably acceptable to TARPON and such transfer agent, that the shares of Common Stock to be issued as the initial issuance of and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON without restriction ; and, (ii) issue the Promissory Note and the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any amounts due and payable to ATG in connection with the Award shall be deemed paid in fulllegends or restriction on transfer. The date upon which the first tranche of the Settlement Shares are being issued pursuant deposited into TARPON’s account and are available for sale by TARPON shall be referred to a registration statement on Form S-3 (Registration File No. 333-223960) (as the “Registration StatementIssuance Date”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days c. The Company shall deliver to TARPON, through the initial tranche and any required additional tranches, that number of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of which shall generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to TARPON, TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the Claim Amount, TARPON shall return any excess Settlement Shares to the Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by TARPON will be in an aggregate approximate amount of $900,561.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares that, when aggregated with all other shares of the Company's Common Stock then beneficially owned by TARPON, or deemed beneficially owned by TARPON, would result in TARPON's owning more than 9.99% of all of such Common Stock as would then be outstanding, as determined in accordance with Section 16 of the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq. (exclusive of brokerage feesas amended) (the “Sale Proceeds”)"Securities Exchange Act") and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any additional issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore tranches.

Settlement Shares. (a) Simultaneously a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TRILLIUM and Company of an executed signature page the Stipulation of Dismissal (as defined below), in settlement of the Claim, the Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct TRILLIUM shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to ATG or its designeesadjustment and ownership limitations as set forth below, at a price of $1.508 per share (sufficient to generate proceeds such that the “Offering”). After giving effect to the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the TRILLIUM’s sale of the Settlement Shares equals the Claim Amount. TRILLIUM is entitled, at its option, to request all or any lesser portion of the Claim Amount plus any /all accrued but unpaid Interest into Common Stock at a conversion price per share equal to the lowest closing bid price for the Company’s common stock during the twenty (exclusive 20) trading days immediately preceding the date of brokerage fees) delivery by TRILLIUM to Company of the Conversion Notice (the “Sale ProceedsConversion Price”). b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TRILLIUM and such transfer agent, that the shares of Common Stock to be issued as the initial issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TRILLIUM without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TRILLIUM’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the initial tranche, or additional tranche, of the Settlement Shares has been received into TRILLIUM’s account and are available for sale by TRILLIUM shall be referred to as the “Issuance Date”. c. The Company shall deliver to TRILLIUM, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which will equal to the Claim Amount. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by TRILLIUM is equal to approximately $219,460.18. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TRILLIUM shall return any excess Settlement Shares to Company for reinstatement as authorized, but unissued shares. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TRILLIUM at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TRILLIUM, or deemed beneficially owned by TRILLIUM, would result in TRILLIUM owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any additional issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore tranches.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of a. In settlement of the Claims, Company shall initially issue and deliver to this Agreement which shall be IBC, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares"). b. No later than the first business day following the date that the Court enters the Order, Inpixon agrees to instruct time being of the essence, Company shall: (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of 749,440 freely tradable INPX Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares (in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the “Settlement Shares”) to ATG or its designeescompromised amount, at a price of $1.508 per share (the “Offering”). After giving effect to through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Frontier which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration Statement”) filed under "Share Request"). The date upon which the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within Initial Issuance shares have been received into IBC's account and are available for sale by IBC shall be referred to as the "Issuance Date". In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and conditions of this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery a. Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 hereof and upon the delivery, by TARPON and the Company, of the Stipulation of Dismissal (as defined below), the Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct TARPON shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) in one or more tranches, as necessary, sufficient to ATG or its designeesgenerate proceeds such that the aggregate Remittance Amount equals the Claim Amount, at subject to the adjustment and ownership limitations set forth below. In addition, upon entry of the Order, the Company shall issue to TARPON shares of Common Stock with a price of value equal to Fifty Thousand Dollars ($1.508 per share 50,000.00) (the “OfferingFee Shares”). After giving effect The Fee Shares shall be issued pursuant to exemption provided for in Section 3(a)(10) of the Securities Act and shall be priced at seventy five percent (75%) of the average of the closing bid prices for the Common Stock for the ten (10) trading days immediately preceding the date of the Order. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, the Company shall: (i) cause its legal counsel to issue an opinion to the Company’s transfer agent, in form and substance reasonably acceptable to TARPON and such transfer agent, that the shares of Common Stock to be issued as the initial issuance of and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TARPON without restriction; and, (ii) issue the Fee Shares and the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TARPON’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any amounts due and payable to ATG in connection with the Award shall be deemed paid in fulllegends or restriction on transfer. The date upon which the first tranche of the Settlement Shares are being issued pursuant deposited into TARPON’s account and are available for sale by TARPON shall be referred to a registration statement on Form S-3 (Registration File No. 333-223960) (as the “Registration Statement”) filed under Issuance Date." c. The Company shall deliver to TARPON, through the Securities Act initial tranche and any required additional tranches, that number of 1933Settlement Shares, as amended (the “Securities Act”), proceeds from the sale of which was declared effective shall generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the U.S. Securities and Exchange Commission on June 5Company to TARPON, 2018TARPON shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the Claim Amount, TARPON shall return any excess Settlement Shares to the base prospectus included therein and Company for retirement to treasury stock. The parties reasonably estimate that the related prospectus supplement, dated February 20, 2019, containing certain information regarding fair market value of the Settlement Shares and terms the Fee Shares to be received by TARPON will be in an aggregate approximate amount of $1,033,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the Offeringdate of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. (b) Within five (5) business days d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TARPON at any given time shall not exceed the number of such shares that, when aggregated with all other shares of the sale Company's Common Stock then beneficially owned by TARPON, or deemed beneficially owned by TARPON, would result in TARPON's owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would then be outstanding, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq. (exclusive of brokerage feesas amended) (the “Sale Proceeds”)"Securities Exchange Act") and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any additional issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore tranches.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct RCP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG RCP, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a thirty-five percent (35%) discount to market (the total amount of the claims divided by 65%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to RCP, on the issuance date(s), Eleven Thousand Five Hundred (11,500) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to RCP and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by RCP without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may deliver a registration statement on Form S-3 request to DRONE either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to RCP (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a price of $1.508 thirty-five percent (35%) discount to market less 0.002 per share (the total amount of the claims multiplied by 65% less 0.002 per share) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Offeringsettlement shares”). After giving effect to The company shall also issue IBC on the issuance date, 650,000 share of Common Stock as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the Initial Issuance, as Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any amounts due legends or restriction on transfer. The date upon which the first tranche of the Initial Issuance shares has been received into IBC’s account and payable to ATG in connection with the Award are available for sale by IBC shall be deemed paid in fullreferred to as the “Issuance Date”. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance, that number of shares (the “Final Amount”) with an aggregate value equal to (A) (i) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares are being to be issued pursuant to a registration statement this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Bid Price is below 90% of the Bid Price on Form S-3 the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC via DTC or DWAC, such additional shares as may be required to effect the purposes of this Settlement Agreement (Registration File No. 333-223960) (the each, an “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities ActAdditional Issuance”), which was declared effective by subject to the U.S. Securities limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and Exchange Commission on June 5any Additional Issuance is greater than the Final Amount, 2018IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the base prospectus included therein and intention of the related prospectus supplement, dated February 20, 2019, containing certain information regarding parties that the Settlement Shares and terms beneficially owned by IBC at any given time shall not exceed the number of the Offering. (b) Within five (5) business days such shares that, when aggregated with all other shares of the sale Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any Additional Issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore traunches.

Settlement Shares. (a) Simultaneously with the delivery As soon as practicable following entry of an executed signature page order by the Court in accordance with Paragraph 4 herein, PositiveID Corporation shall issue and deliver to this Agreement which shall be on IBC Funds, LLC shares of common stock (the Effective Date“Common Stock”) in one or more traunches, Inpixon agrees as necessary, sufficient to instruct its transfer agent satisfy the Compromised Amount through the issuance of freely trading securities issued pursuant to issue an aggregate Section 3(a)(10) of 749,440 freely tradable INPX Shares the Securities Act (the “Settlement Shares”). Pursuant to this Agreement, IBC Funds, LLC may deliver a request to PositiveID Corporation which states the dollar amount (designated in U.S. Dollars) of Common Stock to ATG or its designeesbe issued to IBC Funds, at a price of $1.508 per share LLC (the “OfferingShare Request”). After giving effect The parties agree that the total amount of Common Stock to be delivered by PositiveID Corporation to satisfy the issuance Compromised Amount shall be issued at a thirty percent (30%) discount to market (the total amount of the Settlement Shares, any amounts due and payable to ATG in connection with claims multiplied by 70%) based upon the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 average of the value weighted price of the Common Stock over the three (Registration File No. 333-2239603) trading day period preceding the Share Request (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale ProceedsTrading Period”). In The parties have agreed and established an escrow account for the event that settlement shares, and Registrar and Transfer Company, (transfer agent) the Sale Proceeds exceeds escrow agent, shall upon the amount request of PositiveID Corporation issue in the name of IBC Funds, LLC the number of shares requested so long as the number of shares requested does not make IBC Funds, LLC the owner of more than 4.99% of the Net Awardoutstanding Common Stock at any time. Additional traunch requests shall be made by PositiveID Corporation from time to time as requested by IBC Funds, ATG agrees LLC until the settlement shares are paid in full so long as the number of shares requested does not make IBC Funds, LLC the owner of more than 4.99% of the outstanding shares of common stock at any given time. If, during the Trading Period, the initial shares do not satisfy the total settlement shares IBC Funds, LLC is entitled to deliver an amount equal receive, IBC Funds, LLC shall have the right to require PositiveID Corporation to immediately issue additional shares of Common Stock up to 4.99% of the difference between total outstanding shares as of the Sale Proceeds and date. Any such additional shares of Common Stock issued during the Net Award (trading period shall be included as initial shares in the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementfinal calculation.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), Seven Million Five Hundred Thousand (7,500,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Genufood which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), Two Million Five Hundred Thousand (2,500,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to IL2M either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by CP US and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which CP US shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall be initially issue and deliver to CP US , in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty percent (40%) discount to market (the total amount of the claims multiplied by 40%) based on the Effective Date, Inpixon agrees to instruct its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares (market price during the “Settlement Shares”) to ATG or its designees, at a price of $1.508 per share (the “Offering”). After giving effect to valuation period as defined herein through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960Section 3(a)(10) (the “Registration Statement”) filed under of the Securities Act (the "settlement shares"). The Company shall also issue to CP US, on the initial issuance date, ten thousand (10,000) shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of 1933the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (ii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to CP US 's account with The Depository Trust Company (DTC) or through the “Fast Automated Securities Act”)Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within five (5) business days of Initial Issuance shares have been received into CP US's account and are available for sale by CP US shall be referred to as the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)"Issuance Date". In the event that Company is delinquent on issuance of shares of stock to CP US pursuant to the Sale Proceeds exceeds terms and conditions of this Section 3 within five 5 business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of CP US, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to CP US, until said delinquency is cured. c. During the amount Valuation Period, the Company shall deliver to CP US, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Net AwardClaim Amount, ATG divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by CP US at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by CP US , or deemed beneficially owned by CP US , would result in CP US owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.0001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims multiplied by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), fifty million (50,000,000) freely trading shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) within three (3) days thereof, issue and deliver to IBC, Settlement Shares are being in one or more traunches as necessary, without any legands or restrictions on transfer, sufficient to satisfy the compromised amount through the issuance at freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to this Agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Frozen which states the dollar amount (Registration File No. 333-223960designated in U.S. Dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as amended (the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with nearest decimal place that is one-tenth of the Arbitration and this Agreementpar value of the Common Stock.

Settlement Shares. (a) Simultaneously a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by ASC and Company of an executed signature page the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct ASC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to ATG or adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to ASC unrestricted shares of its designeescommon stock with a value equal to $100,000.00, at a price of $1.508 per share (the “Offering”). After giving effect issuable pursuant to the exemption under Section 3 (a) 10 of the Act. The shares shall be priced at 75% of the average of the closing bid prices for the shares on the Principal Market during the twenty (20) Trading Days prior to issuance. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to ASC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance of are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by ASC without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to ASC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any amounts due legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into ASC’s account and payable are available for sale by ASC shall be referred to ATG as the “Issuance Date”. c. The Company shall deliver to ASC, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to ASC, ASC shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in connection accordance with the Award Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, ASC shall be deemed paid in fullreturn any excess Settlement Shares to Company for retirement to treasury stock. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960) (parties reasonably estimate that the “Registration Statement”) filed under the Securities Act fair market value of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms all other amounts received or to be received by ASC is equal to approximately $4,026,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the Offeringdate of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. (b) Within five (5) business days d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by ASC at any given time shall not exceed the number of the sale such shares that, when aggregated with all other shares of Company then beneficially owned by ASC, or deemed beneficially owned by ASC, would result in ASC owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any additional issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore tranches.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by NBF and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct NBF shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG NBF, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to NBF, on the issuance date(s), Twenty Million (20,000,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to NBF and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by NBF without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to NBF Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, NBF may deliver a registration statement on Form S-3 request to CHIT either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to NBF (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into NBF’s account and are available for sale by NBF shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein Company shall be fully responsible for all of the Transfer Agent’s costs for each and the related prospectus supplement, dated February 20, 2019, containing certain information regarding every conversion of the Settlement Shares and Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of NBF. In the event the Company fails to comply with this provision then the Discount shall be increased by an additional 5.0 percent. In the event that Company is delinquent on issuance of shares of stock to NBF pursuant to the terms and conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by NBF and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to NBF, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to NBF in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, NBF shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by NBF at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by NBF, or deemed beneficially owned by NBF, would result in NBF owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by SHC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct SHC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG SHC, in one or its designeesmore tranches as necessary subject to paragraph 3(d) and (e) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount (the total amount of the claims divided by the purchase price) through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Settlement Shares”). After giving effect The Company shall also issue to SHC, on the issuance date(s), One Hundred Thousand (100,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a Settlement Fee (the “Settlement Fee Shares”). b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) issue and deliver to SHC Settlement Shares and Settlement Fee Shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to SHC’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, SHC may deliver a registration statement on Form S-3 request to JTAI either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to SHC (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any Shares issued as amended (a Settlement Fee have been received into SHC’s account and are available for sale by SHC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of Company shall be fully responsible for all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale Transfer Agent’s costs for each and every conversion of the Settlement Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of JTAI. The Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide SHC with the Company’s current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at any time upon the request of SHC to the Company’s Transfer Agent. c. During the Valuation Period, the Company shall deliver to SHC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(d) and (exclusive e) herein that number of brokerage fees) shares (the “Sale ProceedsFinal Amount”)) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, SHC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee Shares beneficially owned by SHC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by SHC, or deemed beneficially owned by SHC, would result in SHC owning more than 4.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by CCI and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct CCI shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG CCI, in one or its designeesmore tranches as necessary subject to paragraph 3(e) and (f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to CCI, on the issuance date(s), Four Million Two Hundred Fifty-Five Thousand Three Hundred Nineteen (4,255,319) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to CCI and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by CCI without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) issue and deliver to CCI Settlement Shares and settlement fee shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to CCI’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, CCI may deliver a registration statement on Form S-3 request to XXXX either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to CCI (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into CCI’s account and are available for sale by CCI shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein Company shall be fully responsible for all of the Transfer Agent’s costs for each and the related prospectus supplement, dated February 20, 2019, containing certain information regarding every conversion of the Settlement Shares and Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of CCI. The Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide CCI with the Company’s current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at any time upon the request of CCI to the Company’s Transfer Agent. In the event the Company fails to comply with this provision then the Discount shall be increased by an additional five percent (5%). In the event that Company is delinquent on issuance of shares of stock to CCI pursuant to the terms and conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by CCI and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to CCI, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(d), (e) and (f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to CCI in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, CCI shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, CCI shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. f. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by CCI at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by CCI, or deemed beneficially owned by CCI, would result in CCI owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. g. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herei n, Company shall be issue and deliver to RCP shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall initially issue and deliver to RCP, i n one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount al a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares"). The Company shall also issue to RCP, Inpixon agrees on the issuance date(s), Eight Million (8,000,000) freely trading shares pursuant to instruct Section 3(a)(I 0) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to RCP and such transfer agent, that the shares of 749,440 freely tradable INPX Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restricti ve legend, and may be resold by RCP without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to RCP Settlement Shares (and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the “Settlement Shares”) to ATG or its designeescompromised amount along with settlement fee shares, at a price of $1.508 per share (the “Offering”). After giving effect to through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely tradi ng securities issued pursuant to Section 3(a) 10 of the Securities Act. Pursuant to this agreement, RCP may deliver a registration statement on Form S-3 request to SIML either directly or through Company's Transfer Agent pursuant to Exhibit "B" which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to RCP (the “Registration Statement”) filed under "Share Request"). The date upon which the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within Initial Issuance shares along with any shares issued as a settlement fee have been received into RCP' s account and are available for sale by RCP shall be referred to as the "Issuance Date". In the event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and conditions of this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), a well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Ini tial Issuance and any required Additional Issuance subject to paragraph 3(t) herein that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each , an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determi xxx in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.0000I .

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein. Company shall be issue and deliver to IBC shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall initially issue and deliver to IBC, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares"). b. No later than the first business day following the date that the Court enters the Order, Inpixon agrees to instruct time being of the essences, Company shall: (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of 749,440 freely tradable INPX Shares Common Stock to be issued as the Initial Issuance and Additional Issuance (the “Settlement Shares”as defined below) to ATG or its designeesare legally issued, at a price of $1.508 per share (the “Offering”). After giving effect to the issuance of the Settlement Sharesfully paid and non-assessable, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (iii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to IBC's account with the “Depository Trust Company (DTC) or through the Fast Automated Securities Act”)Transfer (FAST) Program of DTC 's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms First tranche of the Offering. (b) Within five (5) business days of Initial Issuance shares have been received into IBC's account and are available for sale by IBC shall be referred to as the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)"Issuance Date". In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the Sale Proceeds exceeds terms and conditions of this Section 3 within five (5) Trading Days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the amount Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and Settlement Fee Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Net AwardClaim Amount, ATG divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may he required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with. Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuance in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: 3 a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims multiplied by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), 400,000 shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, as amended may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the “Securities Act”)Initial Issuance, which was declared effective by without any legends or restriction on transfer. Company’s stock is currently not eligible to be deposited through the U.S. Securities and Exchange Deposit/Withdrawal Agent Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (bDWAC) Within five system. Company represents that they shall become DWAC eligible within ninety (590) business days of the sale effective date of this Agreement. Furthermore, upon becoming DWAC eligible, any and all additional issuances pursuant to this Section 3(b)(ii) herein, shall be transmitted as Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system. The date upon which the first tranche of the Settlement Shares, ATG Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall deliver be referred to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (as the “Sale ProceedsIssuance Date”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG or its designees receiving such Excess Amount a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be applied against fees responsible for payment of a penalty of $1,000.00 per day, payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this AgreementIBC, until said delinquency is cured.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a seventy five percent (75%) discount to market (the total amount of the claims multiplied by 25%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance, Additional Issuance (as defined below) and shares issued as a settlement fee , if applicable are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) within three (3) days thereof, issue and deliver to IBC, Settlement Shares along with settlement fee shares in one or more traunches as necessary, without any legands or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, if applicable through the issuance at freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to this Agreement, IBC Funds, LLC may deliver a request to Drinks which states the dollar amount (designated in U.S. Dollars) of Common Stock along with any shares issued as a settlement fee to be issued to IBC Funds, LLC (the “Share Request”). After giving effect to The date upon which the issuance first tranche of the Settlement Shares, Initial Issuance shares along with any amounts due shares issued as a settlement fee have been received into IBC’s account and payable to ATG in connection with the Award are available for sale by IBC shall be deemed paid in full. The Settlement Shares are being issued pursuant referred to a registration statement on Form S-3 (Registration File No. 333-223960) (as the “Registration StatementIssuance Date”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, along with any shares issued as a settlement fee, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any shares issued as a settlement fee to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with any shares issued as a settlement fee beneficially owned by IBC at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties nearest decimal place that is one-tenth of the par value of the Common Stock, but in connection with no event less than par value of the Arbitration and this AgreementCommon Stock.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by CCI and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct CCI shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG CCI, in one or its designeesmore tranches as necessary subject to paragraph 3(e) and (f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty two and one half percent (42.5%) discount to market (the total amount of the claims divided by the purchase price) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the Settlement Shares”). After giving effect The Company shall also issue to CCI, on the issuance date(s), Sixty Million Two Hundred Thousand (60,200,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a Settlement Fee to offset, legal fees and costs incurred by CCI in this matter. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) take all reasonable action to cooperate with CCI in CCI's causing CCI's legal counsel to issue an opinion to Company's transfer agent, in form and substance reasonably acceptable to CCI and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and additional issuance and shares issued as a Settlement Fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by CCI without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) issue and deliver to CCI Settlement Shares and Settlement Fee shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to CCI’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with Settlement Fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, CCI may deliver a registration statement on Form S-3 request to BEGI either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to CCI (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a Settlement Fee have been received into CCI’s account and are available for sale by CCI shall be referred to as the “Securities ActIssuance Date”). Additionally, which was declared effective by CCI shall be fully responsible for all of the U.S. Securities Transfer Agent’s costs for each and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding every conversion of the Settlement Shares and terms Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of Company. The Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide CCI with the Company's current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at any time upon the request of CCI to the Company's Transfer Agent. c. During the Valuation Period, the Company shall deliver to CCI, through the Initial Issuance and any required additional issuance subject to paragraph 3(d), (e) and (f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the OfferingClaim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. (b) Within five (5) business days d. At the end of the sale Valuation Period, if the sum of the Initial Issuance and any additional issuance is greater than the Final Amount, CCI shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee shares beneficially owned by CCI at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by CCI, or deemed beneficially owned by CCI, would result in CCI owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any additional issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a thirty-five percent (35%) discount to market (the total amount of the claims multiplied by 65%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), 110,000 shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) within five (5) days thereof, issue and deliver to IBC, Settlement Shares are being one or more traunches as necessary, without any legands or restrictions on transfer, sufficient to satisfy the compromised amount through the issuance at freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to this Agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Talk which states the dollar amount (Registration File No. 333-223960designated in U.S. Dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as amended (the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the sale Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between nearest decimal place that is one-tenth of the Sale Proceeds and par-value of the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this AgreementCommon Stock.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by SCC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct SCC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG SCC, in one or its designeesmore tranches as necessary subject to paragraph 3(d) and (e) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount (the total amount of the claims divided by the purchase price) through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Settlement Shares”). After giving effect The Company shall also issue to SCC, on the initial issuance date, ten thousand (10,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) issue and deliver to SCC Settlement Shares and Settlement Fee Shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to SCC’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, SCC may deliver a registration statement on Form S-3 request to MULN either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to SCC (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any Shares issued as amended (a Settlement Fee have been received into SCC’s account and are available for sale by SCC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of Company shall be fully responsible for all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale Transfer Agent’s costs for each and every conversion of the Settlement Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of MULN. The Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide SCC with the Company’s current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at any time upon the request of SCC to the Company’s Transfer Agent. c. During the Valuation Period, the Company shall deliver to SCC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(d) and (exclusive e) herein that number of brokerage fees) shares (the “Sale ProceedsFinal Amount”)) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, SCC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee Shares beneficially owned by SCC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by SCC, or deemed beneficially owned by SCC, would result in SCC owning more than 4.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims multiplied by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), seventy five million (75,000,000) freely trading shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) within three (3) days thereof, issue and deliver to IBC, Settlement Shares are being in one or more traunches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount through the issuance at freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to this Agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Epazz which states the dollar amount (Registration File No. 333-223960designated in U.S. Dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as amended (the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of 5 Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, in the event that applicable laws of the State of Illinois do not allow conversion, sale or trade of shares of stock issued pursuant to this Settlement Agreement and Stipulation as well as Court Order approving same below par value, then the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with nearest decimal place that is one-tenth of the Arbitration par value of the Common Stock. In the event that that the applicable laws of the State of Illinois do allow conversion, sale or trade of shares of stock issued pursuant to this Settlement Agreement and this AgreementStipulation as well as Court Order approving same below par value, then the price used to determine the number of shares of Common Stock to be issued pursuant to any share request shall be rounded up to the nearest decimal place of .00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by EROP and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which EROP shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall be initially issue and deliver to EROP, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty percent (40%) discount to market (the total amount of the claims multiplied by 60%) based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)( 10) of the Securities Act (the "settlement shares"). b. No later than the first business day following the date that the Court enters the Order, Inpixon agrees to instruct time being of the essence, Company shall: (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to EROP and such transfer agent, that the shares of 749,440 freely tradable INPX Shares Common Stock to be issued as the Initial Issuance, Additional Issuance (the “Settlement Shares”as defined below) to ATG or its designeesand shares issued as a settlement fee are legally issued, at a price of $1.508 per share (the “Offering”). After giving effect to the issuance of the Settlement Sharesfully paid and non-assessable, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933may be issued without restrictive legend, and may be resold by EROP without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (iii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to ER’s account with The Depository Trust Company (OTC) or through the “Fast Automated Securities Act”)Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within five (5) business days of Initial Issuance shares along with any shares issued as a settlement fee have been received into EROP’s account and are available for sale by EROP shall be referred to as the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)"Issuance Date". In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal EROP pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of EROP, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to EROP, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to EROP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein along with any shares issued as a settlement fee, that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any shares issued as a settlement fee to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. If at any time during the Valuation Period the Market Price is below 90% of the closing bid price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to EROP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, EROP shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with any shares issued as a settlement fee beneficially owned by EROP at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by EROP, or deemed beneficially owned by EROP, would result in EROP owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with the Arbitration and this Agreementnearest decimal place of .001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be issue and deliver to IBC shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall initially issue and deliver to IBC, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) subject to paragraph 3(b) herein, based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares"). b. No later than the first business day following me elate that the Court enters the Order, Inpixon agrees to instruct time being of the essence, Company shall; (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of 749,440 freely tradable INPX Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (iii) within three (3) days thereof, issue and deliver to IBC, Settlement Shares (in one or more traunches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the “Settlement Shares”) to ATG or its designees, at a price of $1.508 per share (the “Offering”). After giving effect to compromised amount through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being at freely trading securities issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960Section 3(a)(l0) (the “Registration Statement”) filed under of the Securities Act Pursuant to this Agreement, IBC Funds, LLC may deliver a request to Worthington which states the dollar amount (designated in U.S. Dollars) of 1933Common Stock to be issued to IBC Funds, as amended LLC (the “Securities Act”"Share Request"), . The date upon which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within five (5) business days of Initial Issuance shares have been received into IBC's account and are available for sale by IBC shall be referred to as the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)"Issuance Date". In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the Sale Proceeds exceeds terms and conditions of this Section 3 within five (5) Trading Days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the amount Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Net AwardClaim Amount, ATG divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company win immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance") subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuances greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of· such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, .would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at thirty-five percent (35%) of the market price (the total amount of the claims multiplied by 35%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), upon conclusion of the payout of the second payment pursuant to Schedule “A” attached hereto, or otherwise upon default by the Company pursuant to the issuance terms of this agreement one hundred and fifty thousand (150,000) shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which the first tranche of the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with the Arbitration and this Agreementnearest decimal place of .0001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of freely trading securities issued pursuant to Section 3(a) 10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a request to SM which states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Share Request”). After giving effect The date upon which the first tranche of the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Issuance Date”. In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the issuance terms and conditions of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), Twenty Five Million (25,000,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to IBC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to IBC Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, IBC Funds, LLC may deliver a registration statement on Form S-3 request to Genufood which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to IBC Funds, LLC (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to IBC pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by IBC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty two percent (42%) discount to market (the total amount of the claims divided by 58%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), Four Million Eight Hundred Thousand (4,800,000) freely trading shares pursuant to Section 3(a)(10) of the Settlement SharesSecurities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, any amounts due time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as amended Exhibit B; and (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (biii) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount of the Net Award, ATG agrees to deliver an amount equal to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.three

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by EROP and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct EROP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”} as follows: a. In full settlement of the Claims, the Company shall issue and deliver to EROP, in one or more tranches as necessary subject to beneficial ownership limitations as set forth below and paragraph 3(c) herein, shares of freely trading Common Stock pursuant to ATG or its designeesSection 3(a)(10} of the Securities Act, at a price until EROP’s total gross sales of such Common Stock equal $1.508 per share 6,448,333.00 (the “OfferingSettlement Shares”). After giving effect to . b. No later than the issuance first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause legal counsel of EROP’s choosing to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with EROP and such transfer agent, that the Award shall Si:!ttlement Shares and Fee Shares to be deemed issued, are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, as amended may be issued without restrictive legend, and may be resold by EROP without restriction; (the “Securities Act”)ii) transmit via email, which was declared effective by the U.S. Securities facsimile and Exchange Commission on June 5, 2018, the base prospectus included therein overnight delivery an irrevocable and the related prospectus supplement, dated February 20, 2019, containing certain information regarding unconditional instruction to Company’s stock transfer agent; and (iii) issue the Settlement Shares and terms Fee Shares in tranches as further described above, as Direct Registration Systems (DRS) shares to EROP’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of the Offering. DTC’s Deposit/Withdrawal Agent Commission (bDWAC) Within five (5) business days of the sale of all of the Settlement Sharessystem, ATG shall deliver to the Inpixon Parties a brokerage statement without any legends or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)restriction on transfer. In the event that the Sale Proceeds exceeds the amount Company fails to issue any portion of the Net Award, ATG agrees Settlement Shares and/or Fee Shares to deliver an amount equal EROP pursuant to the difference between the Sale Proceeds terms and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Partiesconditions of this Section 3, within ten three (103) business days of ATG or its designees receiving a request by EROP for the issuance of such Excess Amount portion of the Settlement Shares and/or Fee Shares pursuant to this Agreement and the Court Order Granting Approval of this Agreement, then upon demand of EROP, Company shall be applied against fees responsible for payment of a penalty of $1,000.00 per day, payable by to EROP, until the Inpixon Parties in connection with legal services provided Company issues and delivers such applicable portion of the Settlement Shares and/or Fee Shares. c. Notwithstanding anything to the Inpixon Parties contrary contained herein, in connection no event shall EROP be entitled to receive, at any given time, any excess portion of the Settlement Shares and/or Fee Shares if such excess portion shall cause the number of shares of Common Stock beneficially owned by EROP and its affiliates to exceed 9.99% of the total outstanding shares of Common Stock at that time. Beneficial ownership shall be determined in accordance with Section 13(d) of the Arbitration Exchange Act, and this AgreementRegulations 13D-G thereunder. In compliance therewith, the Company agrees to deliver the Settlement Shares and Fee Shares in one or more tranches, as necessary.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct RCP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG RCP, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to RCP, on the issuance date(s), Three Hundred Million (300,000,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to RCP and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by RCP without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may deliver a registration statement on Form S-3 request to SIML either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to RCP (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by SCC and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement paragraph 7 herein and subject to the Shareholder Approval for issuance of that portion of shares of Common Stock which shall be are in excess of 19.99% of the issued and outstanding shares of Common Stock on the Effective Settlement Date, Inpixon agrees Company shall issue and deliver to instruct SCC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG SCC, in one or its designeesmore tranches as necessary subject to paragraph 3(d) and (e) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount (the total amount of the claims divided by the purchase price) through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “Settlement Shares”). After giving effect The Company shall also issue to SCC, on the issuance date(s), Forty Thousand (40,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) issue and deliver to SCC Settlement Shares and Settlement Fee Shares in one or more tranches as necessary, as Direct Registration Systems (DRS) shares to SCC’s account with the Depository Transfer Company (DTC) or through the Fast Automated Securities Transfer (FAST) program of DTC’s Deposit and Withdrawal at Custodian (DWAC) system, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, SCC may deliver a registration statement on Form S-3 request to NUKK either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to SCC (the “Registration StatementShare Request” or “Conversion Notice”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any Shares issued as amended (a Settlement Fee have been received into SCC’s account and are available for sale by SCC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018. Additionally, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of Company shall be fully responsible for all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale Transfer Agent’s costs for each and every conversion of the Settlement Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent. The Company further irrevocably and unconditionally authorizes the Company’s Transfer Agent to provide SCC with the Company’s current Share Structure, including, but not limited to the Company’s current Issued and Outstanding shares at any time upon the request of SCC to the Company’s Transfer Agent. c. During the Valuation Period, the Company shall deliver to SCC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(d) and (exclusive e) herein that number of brokerage fees) shares (the “Sale ProceedsFinal Amount”)) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any Settlement Fee Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, SCC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with Settlement Fee Shares beneficially owned by SCC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by SCC, or deemed beneficially owned by SCC, would result in SCC owning more than 4.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct RCP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: (a) In settlement of the Claims, Company shall initially issue and deliver to ATG RCP, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(l0) of the Securities Act (the “Settlement Shares”). After giving effect The Company shall also issue to RCP, on the issuance of the Settlement Sharesdate(s), any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being issued Five Million (5,000,000) free trading shares pursuant to a registration statement on Form S-3 (Registration File No. 333-223960Section 3(a)(10) (the “Registration Statement”) filed under of the Securities Act of 1933, in accordance herewith as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offeringa settlement fee. (b) Within No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to RCP and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by RCP without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to this agreement, RCP may deliver a request to INCAPTA, either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (designated in U.S. dollars) of Common Stock to be issued to RCP (the “Share Request”). The date upon which the first tranche of the Initial Issuance shares along with any shares issued as a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Issuance Date”. In the event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and conditions of this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. (c) During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. (d) If at any time during the Valuation Period the Market Price is below ninety percent (90%) of the Market Price on the day before the Issuance Date, Company shall immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. (e) Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than four and ninety-nine tenths (4.99%) of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. (f) For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement0.00001.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by CCI and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be issue and deliver to CCI shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall initially issue and deliver to CCI, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a fifty percent (50%) discount to market (the total amount of the claims divided by 50%) based on the Effective Datemarket price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the "settlement shares"). The Company shall also issue to CCI, Inpixon agrees on the issuance date(s), One Million Seven Hundred Four Thousand Eight Hundred Fifty Nine (1,704,859) freely trading shares pursuant to instruct Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its transfer agent legal counsel to issue an aggregate opinion to Company's transfer agent, in form and substance reasonably acceptable to CCI and such transfer agent, that the shares of 749,440 freely tradable INPX Common Stock to be issued as the Initial Issuance and Additional Issuance (as defined below) and shares issued as a settlement fee are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by CCI without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent in the form annexed hereto as Exhibit B; and (iii) within three (3) days thereof, issue and deliver to CCI Settlement Shares (and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the “Settlement Shares”) to ATG or its designeescompromised amount along with settlement fee shares, at a price of $1.508 per share (the “Offering”). After giving effect to through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, CCI may deliver a registration statement on Form S-3 request to CLKA either directly or through Company's Transfer Agent pursuant to Exhibit "B" which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to CCI (the “Registration Statement”) filed under "Share Request" or "Conversion Notice"). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into CCI's account and are available for sale by CCI shall be referred to as the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018"Issuance Date". Additionally, the base prospectus included therein Company shall be fully responsible for all of the Transfer Agent's costs for each and the related prospectus supplement, dated February 20, 2019, containing certain information regarding every conversion of the Settlement Shares and Settlement Fee Shares pursuant to this section which shall be promptly paid upon request by said Transfer Agent of CCI. In the event that Company is delinquent on issuance of shares of stock to CCI pursuant to the terms and conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by CCI and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to CCI, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to CCI in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, CCI shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by CCI at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by CCI, or deemed beneficially owned by CCI, would result in CCI owning more than 9.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by TRILLIUM and Company of an executed signature page the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct TRILLIUM shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to ATG or its designeesadjustment and ownership limitations as set forth below, at sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. Defendant has engaged Corinthian Partners LLC, ("PLACEMENT AGENT") a price of $1.508 per share (the “Offering”). After giving effect registered broker-dealer, to serve as Placement Agent with regard to the due diligence of and the purchase of Claims by third-parties like TRILLIUM. For such services, PLACEMENT AGENT is due a placement agent fee equal to ten percent (10%) of the aggregate dollar amount of Claims satisfied from proceeds of sales of Settlement Shares issued pursuant to a court approved settlement agreement. b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and substance reasonably acceptable to TRILLIUM and such transfer agent, that the shares of Common Stock to be issued as the initial issuance of and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by TRILLIUM without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to TRILLIUM’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any amounts due and payable legends or restriction on transfer pursuant to ATG in connection with the Award shall be deemed paid in fullCourt Order. The Settlement Shares are being issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960) (date upon which the “Registration Statement”) filed under the Securities Act first tranche of 1933, as amended (the “Securities Act”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares has been received into TRILLIUM’s account and terms are available for sale by TRILLIUM shall be referred to as the “Issuance Date”. c. The Company shall deliver to TRILLIUM, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which will generate an aggregate Remittance Amount equal to the Claim Amount. Any Remittance Amount disbursed (and the associated sales of Settlement Shares) executed to satisfy claims of Sellers who are deemed affiliates of the Offering. Company shall be made only after the proscribed holding period has lapsed. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, TRILLIUM shall return any excess Settlement Shares to Company for retirement to treasury stock. As defined on Page 1 above, the Claim Amount is equal to $310,494.38. As defined on Page 2 above, the Remittance Amount shall mean sixty percent (b60%) Within five (5) business days of Net Proceeds of the sale of all of the Settlement Shares. To satisfy the Claim Amount in full, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth parties reasonably estimate that the total net proceeds received by ATG or its designees from the sale fair market value of the Settlement Shares (exclusive to be received by TRILLIUM is equal to approximately $517,490.00. The parties acknowledge that the number of brokerage fees) (Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the “Sale Proceeds”)date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by TRILLIUM at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by TRILLIUM, or deemed beneficially owned by TRILLIUM, would result in TRILLIUM owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal to the difference between the Sale Proceeds Initial Issuance and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days of ATG any additional issuances in one or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreementmore tranches.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below), Company shall issue and deliver to this Agreement which shall be on the Effective Date, Inpixon agrees to instruct IBC shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG IBC, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims multiplied by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to IBC, on the issuance date(s), 250,000 shares as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the Settlement Sharesessence, any amounts due Company shall: (i) cause its legal counsel to issue an opinion to Company’s transfer agent, in form and payable substance reasonably acceptable to ATG in connection with IBC and such transfer agent, that the Award shall shares of Common Stock to be deemed issued as the Initial Issuance and Additional Issuance (as defined below) are legally issued, fully paid in full. The Settlement Shares and non-assessable, are being issued pursuant to a exempt from registration statement on Form S-3 (Registration File No. 333-223960) (the “Registration Statement”) filed under the Securities Act of 1933Act, may be issued without restrictive legend, and may be resold by IBC without restriction; (ii) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent; and (iii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to IBC’s account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC’s Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which the first tranche of the Initial Issuance shares have been received into IBC’s account and are available for sale by IBC shall be referred to as the “Securities ActIssuance Date”), which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms of the Offering. (b) Within five (5) business days of the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”). In the event that the Sale Proceeds exceeds the amount Company is delinquent on issuance of the Net Award, ATG agrees shares of stock to deliver an amount equal IBC pursuant to the difference between the Sale Proceeds terms and the Net Award conditions of this Section 3 within three (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (103) business days of ATG a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then upon demand of IBC, Company shall be responsible for payment of a penalty of $1,000.00 per day, payable to IBC, until said delinquency is cured. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its designees receiving transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such Excess Amount shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be applied against fees payable by the Inpixon Parties in connection with legal services provided delivered pursuant to any Share Request shall be rounded up to the Inpixon Parties in connection with nearest decimal place that is one-tenth of the Arbitration and this Agreementpar-value of the Common Stock or one-tenth of .001 if no par value.

Settlement Shares. (a) Simultaneously with the delivery Following entry of an executed signature page Order by the Court in accordance with Paragraph 2 herein and the execution by RCP and Company of the Stipulation and Order of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be on the Effective Date, Inpixon agrees issue and deliver to instruct RCP shares of its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares Common Stock (the “Settlement Shares”) as follows: a. In settlement of the Claims, Company shall initially issue and deliver to ATG RCP, in one or its designeesmore tranches as necessary subject to paragraph 3(f) herein, at a price shares of $1.508 per share Common Stock (the “OfferingInitial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market (the total amount of the claims divided by 55%) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the “settlement shares”). After giving effect The Company shall also issue to RCP, on the issuance date(s), One Million (1,000,000) freely trading shares pursuant to Section 3(a)(10) of the Securities Act in accordance herewith as a settlement fee. b. No later than the first business day following the date that the Court enters the Order, time being of the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company’s stock transfer agent in the form annexed hereto as Exhibit B; and (ii) within three (3) days thereof, issue and deliver to RCP Settlement Shares and settlement fee shares in one or more tranches as necessary, without any legends or restrictions on transfer, sufficient to satisfy the compromised amount along with settlement fee shares, through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to Section 3(a)10 of the Securities Act. Pursuant to this agreement, RCP may deliver a registration statement on Form S-3 request to MYDX either directly or through Company’s Transfer Agent pursuant to Exhibit “B” which states the dollar amount (Registration File No. 333-223960designated in U.S. dollars) of Common Stock to be issued to RCP (the “Registration StatementShare Request”) filed under ). The date upon which the Securities Act first tranche of 1933, the Initial Issuance shares along with any shares issued as amended (a settlement fee have been received into RCP’s account and are available for sale by RCP shall be referred to as the “Securities ActIssuance Date”), which was declared effective by . In the U.S. Securities event that Company is delinquent on issuance of shares of stock to RCP pursuant to the terms and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms conditions of the Offering. (b) Within this Section 3 within five (5) business days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the sale Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares and settlement fee shares have been received by RCP and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to RCP, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein that number of shares (the “Final Amount”) with an aggregate value equal to (A) the sum of the Claim Amount, divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares along with any settlement fee shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to RCP in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an “Additional Issuance”), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, RCP shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares along with settlement fee shares beneficially owned by RCP at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by RCP, or deemed beneficially owned by RCP, would result in RCP owning more than 4.99% of all of the Settlement Sharessuch Common Stock as would be outstanding on such date, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale as determined in accordance with Section 16 of the Settlement Shares (exclusive of brokerage fees) (Exchange Act and the “Sale Proceeds”)regulations promulgated thereunder. In compliance therewith, the event that the Sale Proceeds exceeds the amount of the Net Award, ATG Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more tranches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.

Settlement Shares. (a) Simultaneously Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by IBC and Company of an executed signature page the Stipulation of Dismissal (as defined below) subject to this Agreement which paragraph 7 herein, Company shall be issue and deliver to IBC shares of its Common Stock (the "Settlement Shares") as follows: a. In settlement of the Claims, Company shall initially issue and deliver to IBC, in one or more tranches as necessary subject to paragraph 3(f) herein, shares of Common Stock (the "Initial Issuance"), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty-two percent (42%) discount to market (the total amount of the claims divided by 58%) subject to paragraph 3(b) herein, based on the Effective Date, Inpixon agrees to instruct its transfer agent to issue an aggregate of 749,440 freely tradable INPX Shares (market price during the “Settlement Shares”) to ATG or its designees, at a price of $1.508 per share (the “Offering”). After giving effect to valuation period as defined herein through the issuance of the Settlement Shares, any amounts due and payable to ATG in connection with the Award shall be deemed paid in full. The Settlement Shares are being freely trading securities issued pursuant to a registration statement on Form S-3 (Registration File No. 333-223960Section 3(a)(10) (the “Registration Statement”) filed under of the Securities Act (the "settlement shares"). b. No later than the first business day following the date that the Court enters the Order, time being of 1933the essence, Company shall: (i) transmit via email, facsimile and overnight delivery an irrevocable and unconditional instruction to Company's stock transfer agent; and (ii) issue the Initial Issuance, as amended Direct Registration Systems (DRS) shares to IBC's account with the “Depository Trust Company (DTC) or through the Fast Automated Securities Act”)Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer. The date upon which was declared effective by the U.S. Securities and Exchange Commission on June 5, 2018, the base prospectus included therein and the related prospectus supplement, dated February 20, 2019, containing certain information regarding the Settlement Shares and terms first tranche of the Offering. (b) Within five (5) business days of Initial Issuance shares have been received into IBC's account and are available for sale by IBC shall be referred to as the sale of all of the Settlement Shares, ATG shall deliver to the Inpixon Parties a brokerage statement or other evidence setting forth the total net proceeds received by ATG or its designees from the sale of the Settlement Shares (exclusive of brokerage fees) (the “Sale Proceeds”)"Issuance Date". In the event that Company is delinquent on issuance of shares of stock to IBC pursuant to the Sale Proceeds exceeds terms and conditions of this Section 3 within five (5) Trading Days of a request for issuance of shares pursuant to Court Order Granting Approval of this Settlement Agreement, then the amount Discount shall be increased by five percent (5%), as well as an additional five percent (5%) for each additional delinquency of five (5) Trading Days up to a maximum Discount of ninety percent (90%) until all Settlement Shares have been received by IBC and Company has fully complied with all terms and conditions and obligations pursuant to this Settlement Agreement and Stipulation. c. During the Valuation Period, the Company shall deliver to IBC, through the Initial Issuance and any required Additional Issuance subject to paragraph 3(f) herein, that number of shares (the "Final Amount") with an aggregate value equal to (A) the sum of the Net AwardClaim Amount, ATG divided by (B) the Purchase Price. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution. d. If at any time during the Valuation Period the Market Price is below 90% of the Market Price on the day before the Issuance Date, Company will immediately cause to be issued and delivered to IBC in accordance with the provisions of Section 3(b) herein, such additional shares as may be required to effect the purposes of this Settlement Agreement (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Valuation Period, if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, IBC shall promptly deliver any remaining shares to Company or its transfer agent for cancellation. e. Notwithstanding anything to the contrary contained herein, it is the intention of the parties that the Settlement Shares beneficially owned by IBC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by IBC, or deemed beneficially owned by IBC, would result in IBC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver an amount equal the Initial Issuance and any Additional Issuances in one or more traunches. f. For the avoidance of doubt, the price used to determine the number of shares of Common Stock to be delivered pursuant to any Share Request shall be rounded up to the difference between the Sale Proceeds and the Net Award (the “Excess Amount”) to Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, counsel to the Inpixon Parties, within ten (10) business days nearest decimal place of ATG or its designees receiving such Excess Amount to be applied against fees payable by the Inpixon Parties in connection with legal services provided to the Inpixon Parties in connection with the Arbitration and this Agreement.00001.