0001213900-17-006047 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2017 • Inpixon • Services-computer programming services • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 31st day of May, 2017, by and between Inpixon, a Nevada corporation (f/k/a Sysorex Global, a Nevada corporation) (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • June 1st, 2017 • Inpixon • Services-computer programming services • New York

This WAIVER AND CONSENT AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2017 by and between Inpixon, a Nevada corporation (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). In this Agreement, the Company and Hillair are sometimes referred to singularly as a “party” and collectively as the “parties”.

WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • June 1st, 2017 • Inpixon • Services-computer programming services • California

This WAIVER AND CONSENT AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2017 by and among Inpixon (the “Company”), its U.S. wholly-owned subsidiaries, Inpixon USA and Inpixon Federal, Inc. (together with the Company, the “Borrowers”), and GemCap Lending I, LLC (the “Lender”). Capitalized terms used herein but not herein defined shall have the respective meanings ascribed thereto in that certain Loan and Security Agreement dated as of November 14, 2016 by and between the Borrowers and the Lender, as amended by that certain Amendment Number 1 to the Loan and Security Agreement and to the Loan Agreement Schedule dated as of December 9, 2016 and that certain Amendment Number 2 to the Loan and Security Agreement dated as of January 24, 2017 (as so amended, the “Loan Agreement”). The Borrowers and the Lender are sometimes referred to in this Agreement singularly as a “party” and collectively as the “parties”.

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