SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.8

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of March 12, 2024 (the “Effective Date”) by and between Xxxxx Xxxxxxxxxx (“Executive”), and Inpixon, a Nevada corporation (the “Company”).

R E C I T A L S

WHEREAS, Executive is currently employed by the Company as its Chief Financial Officer pursuant to the terms of that certain Employment Agreement between Executive and the Company dated October 1, 2014, as amended by the First Amendment to Employment Agreement dated July 24, 2023 (collectively, the “Employment Agreement”);

WHEREAS, pursuant to that certain Merger Agreement, dated as of July 24, 2023, by and among Company, Inpixon Merger Sub Inc. (“Merger Sub”) and XTI Aircraft Company (“XTI” and such agreement, the “Merger Agreement”), Merger Sub shall merge with and into XTI, whereupon the separate corporate existence of Merger Sub shall cease and XTI shall be the surviving corporation as a wholly-owned subsidiary of the Company (the “Transaction”); and

WHEREAS, effective as of the Effective Time (as defined in the Merger Agreement, and the date on which the Effective Time occurs, the “Effective Date”), the parties hereto desire to amend the Employment Agreement as provided in this Amendment; provided that, if the consummation of the Transaction does not occur for any reason, this Amendment shall be null and void ab initio.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend the Employment Agreement as follows:

1. Amendment. Section 7.1 of the Employment Agreement is hereby amended to:

(a) Delete the clause “(a) continue to pay to Employee her Base Salary then in effect, subject to customary payroll practices and withholdings, for twelve (12) months;” and insert in its place the following: “(a) pay to Employee the lump sum cash amount equal to $300,000.00, subject to applicable withholdings, on or as soon as practicable following the date that is twenty-one (21) days following Employee’s termination date;”

(b) Delete the clause “(b) within 45 days of termination or resignation, pay to Employee 100% of the value of any bonuses that Employee otherwise would have potentially received pursuant to Section 4.2 hereof;” and insert in its place the following: “(b) pay to Employee the lump sum cash amount equal to $180,000.00, subject to applicable withholdings, on or as soon as practicable following the date that is twenty-one (21) days following Employee’s termination date;” and

(c) Delete the clause “(e) upon termination or resignation pay any required COBRA premiums based on coverage then in effect for 12 months;” and insert in its place the following: “(e) pay to Employee the lump sum cash amount equal to $41,344.00, subject to applicable withholdings, on or as soon as practicable following the date that is twenty-one (21) days following Employee’s termination date;”.

2. Effect of Amendment. This Amendment shall only serve to amend and modify the Employment Agreement to the extent specifically provided herein. All terms, conditions, provisions, and references of and to the Employment Agreement, which are not specifically modified, amended, and/or waived herein, shall remain in full force and effect and shall not be altered by any provisions herein contained. All prior agreements, promises, negotiations, and representations, either oral or written, relating to the subject matter of this Amendment that are not expressly set forth in this Amendment are of no force or effect.

3. Miscellaneous. This Amendment may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all counterparts taken together shall constitute one and the same instrument. This Amendment and the Employment Agreement (as amended hereby) constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and any and all prior agreements and understandings between the parties regarding the subject matter hereof, whether written or oral, except for the Employment Agreement (as amended hereby), are superseded by this Amendment. Any provision of this Amendment that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective the date first set forth above.

	INPIXON
	/s/ Xxxxx Xxx
	By:	Xxxxx Xxx
	Title:	Chief Executive Officer

EXECUTIVE

/s/ Xxxxx Xxxxxxxxxx

Xxxxx Xxxxxxxxxx