INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of March 14, 2023 by and between CXApp Inc. a Delaware corporation (the “Company”), and [•], a member of the Board of Directors and an officer of the Company (“Indemnitee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the “Effective Date”), by and between Inpixon, a Nevada corporation (“Inpixon”), and CXApp Holding Corp., a Delaware corporation (“CXApp”). Each of Inpixon and CXApp may be referred to herein individually as a “Party” and collectively as the “Parties”.
TAX MATTERS AGREEMENT by and among KINS TECHNOLOGY GROUP INC. INPIXON and CXAPP HOLDING CORP. Dated as of March 14, 2023Tax Matters Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of March 14, 2023 by and among KINS Technology Group Inc., a Delaware corporation (“Parent”), Inpixon, a Nevada corporation (“Remainco”), and CXApp Holding Corp., a Delaware corporation (“Spinco” and, together with Parent and Remainco, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and among the Parties (the “Separation Agreement”).
EMPLOYEE MATTERS AGREEMENT by and among INPIXON, CXAPP HOLDING CORP., KINS TECHNOLOGY GROUP INC. and KINS MERGER SUB INC. Dated as of March 14, 2023Employee Matters Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 14, 2023, is entered into by and among Inpixon, a Nevada corporation (the “Company”), CXApp Holding Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), KINS Technology Group Inc., a Delaware corporation (“Parent”), and KINS Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). “Party” or “Parties” means the Company, SpinCo, Parent or Merger Sub, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meaning set forth in the Separation Agreement or the Merger Agreement.
CONSULTING AGREEMENTConsulting Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • California
This Consulting Agreement (“Agreement”) is made as of March 14, 2023 (“Effective Date”) by and between Design Reactor, Inc. (to be renamed CXApp US, Inc.), a California corporation (“Company”), and 3AM LLC, a Delaware limited liability company (“Consultant”).
CXAPP INC.2023 Equity Incentive Plan Restricted Stock Unit Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the CXApp Inc. 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
CXAPP INC. 2023 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTIncentive Plan Stock Option Agreement • March 20th, 2023 • CXApp Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the CXApp Inc. 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
