What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 1522 added, 1796 removed, 244 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management,

including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer

(our principal executive officer) and our chief financial officer (our principal financial and accounting officer), of the effectiveness

of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

The evaluation

was undertaken in consultation with our accounting personnel.

Based on that evaluation, our chief executive officer and our chief financial

officer concluded that as of December 31, 2024, our disclosure controls and procedures were effective to ensure that information

required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the Securities and Exchange Commission’s rules and forms.

on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding

the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting

All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance

that the objectives of the internal control system are met.

We have performed an evaluation of the effectiveness of our internal control

over financial reporting, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in its 2013 Internal Control-Integrated Framework.

Based on that evaluation, our management, including our chief executive officer and

chief financial officer, concluded that our internal control over financial reporting was effective as of December 31, 2024.

Remediation of Material Weakness

Management, with the input,

oversight and support of our audit committee, has completed the following steps, which management believes assisted us in remediating

the material weakness in our internal control over financial reporting relating to Legacy XTI, a private company prior to the XTI Merger,

not being previously subject to Section 404 of the Sarbanes-Oxley Act as initially disclosed and further described in our quarterly report

on Form 10-Q for the period ended March 31, 2024 filed with the SEC on May 20, 2024.

2024, we completed the Legacy XTI subsidiary’s integration into the Company’s established COSO internal control

framework and based on the results of our evaluation and testing procedures, we determined Legacy XTI’s internal controls to

be effective.

As a result, we have concluded that the material weakness related to Legacy XTI has been remediated as of December 31,

in Internal Control over Financial Reporting

Other than as described above

under “- The Remediation of Material Weakness,” there have been no changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the last fiscal year that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the

reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its

principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,

under the supervision and with the participation of our management, including our chief executive officer (our principal executive officer)

and our chief financial officer (our principal financial and accounting officer), of the effectiveness of the design and operation of

our disclosure controls and procedures as of the end of the period covered by this report.

The evaluation was undertaken in consultation

with our accounting personnel.

Based on that evaluation, our chief executive officer and our chief financial officer concluded that as

of December 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us

in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission’s rules and forms.

Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)

of the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation

of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems,

no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control

system are met.

We have performed an evaluation of the effectiveness of our internal control over financial reporting, based on criteria

established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control-Integrated Framework.

Based on that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our internal

control over financial reporting was effective as of December 31, 2025.

Changes in Internal Control over Financial

There have been no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during

the fourth quarter of the last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading

arrangement during the Company’s fiscal quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth the names and ages of all of our current directors and executive officers.

Our officers are appointed by,

and serve at the pleasure of, the Company’s Board of Directors (referred to herein as the “Board”) and/or our Chief

Executive Officer.

None of the Company’s

directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during

the Company’s fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The following table sets forth

the names and ages of all of our current directors and executive officers.

Our officers are appointed by, and serve at the pleasure of,

the Company’s Board of Directors (sometimes referred to herein as the “Board”) and/or our Chief Executive Officer.

Scott Pomeroy

Executive Officer, Chairman and Director

Financial Officer

Strategy Officer

Executive Officer, Real Time Location System Division, and Director

and Secretary

Pomeroy, Chairman and Chief Executive Officer .

Pomeroy was appointed as our Chief Executive Officer and as Chairman

of the Board in March 2024, at the effective time of the XTI Merger.

He previously served as Legacy XTI’s Chief Financial Officer

under a consulting arrangement from July 2022 until the XTI Merger and as a director of Legacy XTI from February 2023 until

the XTI Merger.

Pomeroy previously served as the CFO of Dex Media, overseeing equity and debt capital raises of more than $10 billion,

and was CEO and founder of Local Insight Media.

He also co-founded Gen3 Financial Services, a boutique merchant bank providing capital

raising and business advisory services to clients in a variety of industries including aerospace.

He led capital raising efforts for a

$50 million fund in 2021-22.

Pomeroy has served on several boards of directors, including the board of directors of

AVX Aircraft Company since 2009.

Chief Executive Officer, Chairman and Director

Chief Financial Officer

Chief Strategy Officer

Chief Operating Officer

Director and Secretary

Clinton Weber

Jonathan Ornstein

Changes in Directors and Executive Officers

Kareem Irfan did not stand

for re-election at the Company’s 2025 annual meeting of stockholders held on December 30, 2025, and ceased serving as a member of

the Company’s Board of Directors upon the expiration of his term.

Clinton Weber was elected to the Board at the 2025 annual meeting

of stockholders.

On January 29, 2026, Soumya Das resigned as Chief Executive Officer of the Company’s former Real Time Location

System Division, and as a member of the Board of Directors.

Effective February 1, 2026, the Board appointed Jonathan Ornstein as a director.

Current Directors and Executive Officers

Scott Pomeroy, Chairman

and Chief Executive Officer.

Pomeroy has served as our Chief Executive Officer and Chairman of the Board since March 2024,

upon the closing of the XTI Merger.

Prior to the merger, he served as Chief Financial Officer of Legacy XTI under a consulting arrangement

from July 2022 until March 2024 and as a director of Legacy XTI from February 2023 until the closing of the merger.

Pomeroy previously

served as Chief Financial Officer of Dex Media, where he oversaw equity and debt capital raises totaling more than $10 billion.

also the Chief Executive Officer and founder of Local Insight Media and co-founded Gen3 Financial Services, a boutique merchant bank providing

capital raising and advisory services across multiple industries, including aerospace.

In 2021 and 2022, he led capital raising efforts

for a $50 million investment fund.

Pomeroy has served on several boards of directors, including AVX Aircraft Company since 2009.

Pomeroy began his career at KPMG Peat Marwick.

He has a BBA in Accounting from the University

of New Mexico and is a Certified Public Accountant.

believe that Mr.

Pomeroy’s over 35 years’ experience in launching new businesses, raising capital, and serving

as founder and CEO, President, and Chief Financial Officer of several companies qualifies him to serve on our Board.

Turk, Chief Financial Officer.

Turk was appointed as our Chief Financial Officer in March 2024, at the effective time

of the XTI Merger.

She previously served as a consultant for Legacy XTI from August 2023 until the XTI Merger.

Turk has provided

CFO services to multiple companies as a member of Springboard Ventures since August 2011.

During her time with Springboard Ventures,

Turk has acted as the chief financial officer of several businesses, including MADSKY from March 2017 to October 2018,

The Champion Group from March 2020 to April 2024, Catalyst Solutions from February 2022 to May 2023 and CB Scientific

He holds a Bachelor of Business Administration in Accounting from the University of New

Mexico and is a Certified Public Accountant.

We believe Mr.

extensive experience in capital markets, strategic transactions, and executive leadership qualifies him to serve as a member of our Board

of Directors.

Brooke Turk, Chief Financial

Turk has served as our Chief Financial Officer since March 2024.

Prior to her appointment, she served as a consultant

to Legacy XTI from August 2023 until the closing of the XTI Merger.

Since August 2011, Ms.

Turk has been affiliated with Springboard Ventures,

where she has provided chief financial officer services to multiple companies.

During that time, she served as Chief Financial Officer

of MADSKY from March 2017 to October 2018, The Champion Group from March 2020 to April 2025, Catalyst Solutions from February 2022 to

May 2023, and CB Scientific Inc.

from November 2021 to September 2025.

Over her 30 plus year career, Ms.

Turk has played a key role in multiple corporate

transactions, including mergers, acquisitions and divestitures;

restructures and reorganizations;

debt and equity capital raises, a Chapter 11

bankruptcy and an IPO.

Turk began her career at Arthur Andersen.

She received a Master of Science in Business Administration

from Colorado State University and a Bachelor of Arts in Organizational Communication from Western Colorado University and is a Certified

Public Accountant.

Arthur, Chief Strategy Officer .

Over her career, Ms.

Turk has been involved in mergers and acquisitions,

divestitures, restructurings, debt and equity financings, a Chapter 11 bankruptcy process, and an initial public offering.

She began her

career at Arthur Andersen.

Turk holds a Master of Science in Business Administration from Colorado State University and a Bachelor

of Arts in Organizational Communication from Western Colorado University.

She is a Certified Public Accountant.

Tobin Arthur, Chief

Strategy Officer .

Arthur has served as our Chief Strategy Officer since September 2024.

Arthur brings over 30 years of experience in helping companies develop and implement corporate strategies focused on innovation.

Arthur began his career at Starbucks Corporation when it was a newly public company where he held various leadership roles in

both the operations and technology groups.

He then transitioned to building, investing in and advising startups on their business strategies,

including their capital development and executive recruitment.

Arthur has over 30 years

of experience in corporate strategy, innovation, and advising growth-stage companies.

Arthur began his career at Starbucks Corporation,

where he held various leadership roles in operations and technology.

He later focused on building, investing in, and advising startups,

including with respect to business strategy, capital development, and executive recruitment.

From 2011 to 2013, Mr.

Arthur served as President of CureUs, a medical

publishing platform.

In 2013, he founded AngelMD, an online healthcare innovation community that connects clinicians, startups, and investors;

since 2013 he has also served as AngelMD’s Executive Chairman.

In 2017, he co-founded Catalyst Fund LP, a medtech-focused venture

capital fund.

Arthur launched the Innovation4Alpha podcast which has evolved into an advisory firm focused on helping

companies with strategy, storytelling and capital formation.

Arthur served as President

of CureUs, a medical publishing platform.

Arthur founded AngelMD, an online healthcare innovation community, and has served

as its Executive Chairman since that time.

In 2017, he co-founded Catalyst Fund LP, a venture capital fund focused on medical technology.

In 2018, he launched Innovation4Alpha, which provides advisory services relating to strategy, communications, and capital formation.

Arthur holds a B.A.

in English from the University of Southern California.

Das, Chief Executive Officer of Real Time Location System Division and Director.

Das was appointed as the Chief Executive

Officer of our Real Time Location System Division and a member of our Board in March 2024, at the effective time of the XTI Merger.

Das also currently serves as the Managing Director of our wholly owned subsidiary Inpixon GmbH and its wholly owned subsidiary

IntraNav GmbH.

He previously served as our Chief Operating Officer from February 2018 until the XTI Merger, and as our Chief

Marketing Officer from November 2016 until March 2021.

Prior to joining the Company, from November 2013 until January 2016,

Das was the Chief Marketing Officer of Identiv, a security technology company.

From January 2012 until October 2013,

Das was the Chief Marketing Officer of SecureAuth, a provider of multi-factor authentication, single sign-on, adaptive authentication

and self-services tools for different applications.

Prior to joining SecureAuth, Mr.

Das was the Vice President, Marketing and Strategy

of CrownPeak, a provider of web content management solutions, from April 2010 until January 2012.

Das has also served

as a member of the board of Museum on Mile since January 4, 2019.

Das earned an MBA from Richmond College, London, United

Kingdom, and Bachelor of Business Management from Andhra University in India.

believe that Mr.

Das’s experience in managing and operating high growth public companies qualifies him to serve on our Board.

Non-Executive

Brody, Director and Secretary.

Brody has served as a member of our Board and as our Secretary

since March 2024, at the effective time of the XTI Merger.

He also currently serves as a director of Legacy XTI.

is the founder of Legacy XTI and previously served as the Chairman of its board until the XTI Merger.

He designed the initial TriFan 600

configuration, technology and performance objectives.

Brody formed the initial leadership team, filed for patents and began development

of the TriFan airplane in 2014.

Brody is also the founder of the advanced technology helicopter company, AVX Aircraft Company

Michael Tapp, Chief Operating Officer.

Tapp has served as our Chief Operating Officer since September 2025.

Since September 2024, he has also served as Chairman of the Company’s

Advisory Board, assisting the Company in evaluating strategic opportunities.

Prior to joining the Company, Mr.

Tapp served as an operating

partner for Palingen Capital and in a similar capacity for HBC Investments, a private equity firm.

Before that, he held leadership roles

at Interstate Batteries for nearly a decade, where he served as a member of the senior executive team, President of Interstate’s

multi-unit franchise system, and President of its industrial power management business.

Earlier in his career, Mr.

Tapp held senior executive

roles at operating companies and private equity-backed organizations.

He has also served on advisory boards and contributed to the investment

committee of the SBoTX Foundation.

Non-Executive Directors

David Brody, Director

and Secretary.

Brody has served as a member of our Board of Directors and as our Secretary since March 2024, upon the closing

of the XTI Merger.

He also serves as a director of Legacy XTI and, since February 2026, provides advisory and strategic consulting services

to the Company.

Brody is the founder of Legacy XTI and previously served as Chairman of its board of directors prior to the XTI Merger.

He has been involved in the conceptual development of the TriFan 600 aircraft program since its inception, including the initial design

configuration, performance objectives and early intellectual property strategy.

Brody is also the founder of AVX Aircraft Company,

an engineering design and U.S.

defense contractor) and was its Chairman and Chief Executive Officer until 2013 and continues to

serve on the AVX Aircraft Company board.

Brody, a lawyer, practiced law in Denver from 1974 to 2021, including with the international

law firm, Hogan Lovells US LLP from 2013-2021.

An inventor, he holds several patents for inventions in aircraft technology and other

He has a Bachelor of Arts degree in Political Science and Philosophy from the University of Colorado in Boulder, and a Juris Doctorate

from American University Law School in Washington D.C.

believe that Mr.

Brody’s experience in the legal field, in the aerospace industry and as a founder of Legacy XTI qualify him

to serve on our Board.

Axton, Director.

Axton has served as a member of our Board since May 2024.

Axton has been a Senior Managing Director at FTI Consulting, Inc.

in the Corporate Finance practice since May 2019 where she specializes

in developing and executing successful operational and financial strategies for businesses in various stages of their business cycle,

including serving as Interim CFO.

Axton previously served as Chief Financial Officer for Neighbors Health, LLC (2016-2019), Chief

Operating Officer for Pinnacle Medical Partners (2015-2016), Chief Financial Officer for Colorado Bancorp (2010-2012) and Vice President-Finance

at Kevco, Inc.

From 2019 to 2024, Ms.

Axton was a director of Houston Arboretum & Nature Center, chair of their

Audit Committee and a member of their Finance Committee.

She began her career at KPMG, was a Transaction Services Partner for KPMG in

Silicon Valley, California and Denver, Colorado for eight years and served as Office Managing Partner for the Denver office.

Axton has a BBA in Accounting from Texas A&M University and is a Certified Public Accountant.

We believe that Ms.

Axton’s 30 plus years of experience

in start-up and high growth businesses, capital markets, building and leading teams, accounting and auditing, mergers and acquisitions,

investor relations and system implementations give her strong qualifications and skills to serve on our Board.

Irfan, Director.

Irfan has served as a member of our Board since July 2014.

has been Chicago-based CEO (Global Businesses) since 2013 of Cranes Software International Limited (Cranes), a group of multinational

corporations providing IT, Big-Data Analytics, Business Intelligence & Tech-Education services.

Irfan previously served

as Chief Strategy Officer for Cranes;

a General Counsel for Schneider Electric (a Paris-based global leader in energy management) from

defense contractor, and served as its Chairman and Chief Executive Officer until 2013.

He continues to

serve on the board of directors of AVX Aircraft Company.

Brody practiced law in Denver, Colorado from 1974 to 2021, including with

Hogan Lovells US LLP from 2013 to 2021.

He holds several patents related to aircraft technology and other fields.

Brody holds a B.A.

in Political Science and Philosophy from the University of Colorado Boulder and a J.D.

from American University Washington College of

We believe Mr.

experience in aerospace, intellectual property and corporate governance qualifies him to serve as a member of our Board of Directors.

Tensie Axton, Director.

Axton has served as a member of our Board of Directors since May 2024.

Since May 2019, she has served as a Senior Managing Director

in the Corporate Finance practice at FTI Consulting, Inc., where she advises companies on operational and financial strategy across various

stages of the business lifecycle, including serving in interim executive roles such as Interim Chief Financial Officer.

Previously, Ms.

Axton served as Chief Financial Officer of Neighbors Health, LLC from 2016 to 2019, Chief Operating Officer of Pinnacle Medical Partners

from 2015 to 2016, Chief Financial Officer of Colorado Bancorp from 2010 to 2012, and Vice President – Finance of Kevco, Inc.

1997 to 1999.

a Chief Counsel for Square D (US), and practiced IP law at two international.

law firms in the US.

He also advises

global corporate, NGOs, NPOs and ed-institutions on M&A strategies, CSG/SRI, strategic sustainability & governance, inter-faith

bridge-building, diversity/cultural sensitivity, international collaborations, and industry-oriented management/Leadership programs.

is a graduate of DePaul University College of Law, holds a MS in Computer Engineering from the University of Illinois, and a BS in Electronics

Engineering from Bangalore University.

extensive experience in advising information technology companies, managing corporate governance and regulatory management policies,

including over 30 years as a business strategist and over fifteen years of executive management leadership give him strong

qualifications and skills to serve on our Board.

Relationships

are no family relationships between any of our directors and executive officers.

Board may establish the authorized number of directors from time to time by resolution.

The current authorized number of directors is

In accordance with the terms of our bylaws, as amended, our Board is divided into three classes, Class I, Class II and Class

III, with members of each class serving staggered three-year terms.

Upon the expiration of the term of a class of directors, directors

in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their

term expires.

The directors are divided among the three classes as follows:

Class I directors are Scott Pomeroy and Soumya Das, and their terms will expire at our annual meeting of stockholders to be held

Class II director is Kareem Irfan, and his term will expire at our annual meeting of stockholders to be held in 2025;

Class III director are Tensie Axton and David Brody and their terms will expire at our annual

meeting of stockholders to be held in 2026.

We expect that any additional directorships resulting from an increase

in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third

of the directors.

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management

or a change in control.

continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various

groups or authorities active in evaluating or setting best practices for corporate governance of public companies.

Based on this review,

we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices

for our Company.

Board held fourteen (14) meetings during 2024.

No member of our Board attended fewer than

75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and

(ii) the total number of meetings held by all committees of the Board on which such director served (held during the period that such

director served).

Members of our Board are invited and encouraged to attend our annual meeting of stockholders.

determining the independence of our directors, we apply the definition of “independent director” provided under the listing

rules of Nasdaq.

Pursuant to these rules, the Board has determined that all of the directors currently serving on the Board are independent

within the meaning of Nasdaq Listing Rule 5605 with the exception of Soumya Das and Scott Pomeroy, who are executive officers.

Board has three standing committees:

Earlier in her career, she was a Transaction Services Partner at KPMG, serving in Silicon Valley and Denver for eight years,

and also served as Office Managing Partner of KPMG’s Denver office.

From 2019 to 2024, Ms.

Axton served as a director of the Houston

Arboretum & Nature Center, where she chaired the Audit Committee and served on the Finance Committee.

Axton holds a B.B.A.

Accounting from Texas A&M University and is a Certified Public Accountant.

We believe Ms.

experience in finance leadership, capital markets, mergers and acquisitions, accounting and audit, and corporate governance qualifies

her to serve on our Board of Directors.

Clinton Weber, Director.

Weber has served as a member of our Board of Directors since December 2025.

Weber currently serves as Chief Financial Officer

of Prius Intelli, LLC, an aerial imagery and geospatial intelligence company, and its subsidiary, Synetos Aerospace, where he is responsible

for business development, mergers and acquisitions, and financial planning and analysis.

Previously, Mr.

Weber served as Chief Investment

Officer and as a member of the board of directors of Trinity Investment Management, LLC, a registered investment adviser.

2025, he also served as President and Chief Executive Officer of the Advancement Foundation for the Catholic Diocese of Fort Worth.

in his career, Mr.

Weber was a Principal and Senior Analyst at Corbett Capital and served as an officer and tactical jet pilot in the

United States Marine Corps.

Weber holds a Bachelor of Arts degree from Texas A&M University and a Master of Business Administration

from Texas Christian University.

We believe Mr.

experience in aerospace-related businesses, finance, and investment management qualifies him to serve on our Board of Directors.

Jonathan Ornstein, Director.

Ornstein has served as a member of our Board of Directors since February 2026.

Ornstein served as Chief Executive Officer of Mesa

Air Group, Inc.

(“Mesa”) (now Republic Airways Holdings Inc.

RJET)) from 1998 until November 2025 and as Chairman

of Mesa’s board of directors from 1999 until November 2025.

He previously co-founded Virgin Express S.A./N.V., an airline based

in Brussels, Belgium, and served as its Chief Executive Officer and Chairman from 1995 to 1999.

Ornstein served as Chief

Executive Officer of Continental Express and later served as Senior Vice President of Airport Services for Continental Airlines.

in his career, he held executive roles at a subsidiary of Mesa.

Ornstein attended the University of Pennsylvania.

We believe that Mr.

extensive executive leadership experience in the airline industry qualifies him to serve on our Board of Directors.

Family Relationships

There are no family relationships between any of our directors and

executive officers.

Our Board may establish the

authorized number of directors from time to time by resolution.

The current authorized number of directors is five (5).

In accordance

with the terms of our bylaws, as amended, our Board is divided into three classes, Class I, Class II and Class III, with members of each

class serving staggered three-year terms.

Upon the expiration of the term of a class of directors, directors in that class will be eligible

to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

The directors

are divided among the three classes as follows:

Class I directors are Scott Pomeroy and Jonathan Ornstein, and their terms will expire at our annual meeting of stockholders to be held

Class II director is Clinton Weber, and his term will expire at our annual meeting of stockholders to be held in 2028;

Class III directors are Tensie Axton and David Brody and their terms will expire at our annual meeting of stockholders to be held in

We expect that any additional

directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as

possible, each class will consist of one-third of the directors.

The division of our Board into three classes with staggered three-year

terms may delay or prevent a change of our management or a change in control.

We continue to review our corporate

governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active

in evaluating or setting best practices for corporate governance of public companies.

Based on this review, we have adopted, and will

continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company.

Our Board held eleven (11)

meetings during 2025 and acted through thirteen (13) written consents.

No member of our Board attended fewer than 75% of the aggregate

of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and (ii) the total number

of meetings held by all committees of the Board on which such director served (held during the period that such director served).

of our Board are invited and encouraged to attend our annual meeting of stockholders.

All of our directors then serving, except one, attended

our 2025 annual meeting of stockholders.

Independence of Directors

In determining the independence

of our directors, we apply the definition of “independent director” provided under the listing rules of Nasdaq.

these rules, the Board has determined that all of the directors currently serving on the Board are independent within the meaning of Nasdaq

Listing Rule 5605 with the exception of Scott Pomeroy, our Chief Executive Officer, and David Brody, who became a consultant to the

Company in February 2026.

Committees of our Board

The Board has three standing

the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Audit Committee consists of Tensie Axton, David Brody and Kareem Irfan, each of whom is “independent” as defined under section

5605(a)(2) of the Nasdaq Listing Rules.

Irfan is the Chairman of the Audit Committee.

Audit Committee

The Audit Committee consists

of Tensie Axton, Jonathan Ornstein and Clinton Weber, each of whom is “independent” as defined under Nasdaq Listing Rule 5605(a)(2)

and within the meaning of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

is the Chairman of the Audit Committee.

The Board has determined that Ms.

Irfan qualify as an “audit committee financial expert” as defined in the rules of the SEC.

The Audit Committee met three (3) times during 2024.

All members attended more than 75% of such committee meetings.

Axton and Mr.

Weber qualify as an “audit committee financial

expert” as defined in the rules of the SEC.

The Audit Committee met four (4) times during 2025.

All members attended more than 75%

of such committee meetings.

The role of the Audit Committee is to:

management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting

management’s preparation of our financial statements and management’s conduct of the accounting and financial reporting processes;

management’s maintenance of internal controls and procedures for financial reporting;

3 unchanged sentences

the performance of the independent auditors, including the annual independent audit of our financial statements;

the report required by the rules of the SEC to be included in our Proxy Statement;

such duties and responsibilities as may be required of the Committee by the provisions of applicable law, rule or regulation.

Audit Committee is authorized to establish procedures to receive, address, monitor, and retain complaints arising out of accounting and

auditing matters.

As it deems appropriate, the Audit Committee is authorized to engage outside auditors, counsel, or other experts.

copy of the charter of the Audit Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance

The Compensation

Committee consists of David Brody, Tensie Axton and Kareem Irfan, each of whom is “independent” as defined in section

5605(a)(2) of the Nasdaq Listing Rules.

Brody is the Chairman of the Compensation Committee.

The Compensation Committee met

three (3) times during 2024.

All members attended 75% or more of such committee meetings.

The role of the Compensation Committee is

● prepare the report required by the rules of the SEC to be included

in our proxy statement;

● discharge such duties and

responsibilities as may be required of the Audit Committee by the provisions of applicable law, rule or regulation.

The Audit Committee is authorized

to establish procedures to receive, address, monitor, and retain complaints arising out of accounting and auditing matters.

appropriate, the Audit Committee is authorized to engage outside auditors, counsel, or other experts.

A copy of the charter of the Audit

Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance Documents”).

Compensation Committee

The Compensation Committee

consists of Tensie Axton, Jonathan Ornstein and Clinton Weber, each of whom is “independent” as defined in Nasdaq Listing

Rule 5605(a)(2).

Weber is the Chairman of the Compensation Committee.

The Compensation Committee met ten (10) times during 2025.

members attended 75% or more of such committee meetings.

The role of the Compensation Committee is to:

and recommend to the independent directors of the Board the annual compensation (base salary, bonus, stock options and other benefits)

for our directors and officers;

approve and recommend to the independent directors of the Board the annual compensation (base salary, bonus and other benefits) for

all of our Executive Officers (as used in Section 16 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and defined in Rule 16a-1 thereunder);

review, approve and recommend to the independent directors of the Board

the annual compensation (base salary, bonus and other benefits) for all of our Executive Officers (as used in Section 16 of the Exchange

Act and defined in Rule 16a-1 thereunder);

approve and recommend to the Board the annual profit-sharing contribution, aggregate number of equity grants and other benefits to

be granted to all other employees;

the management’s succession planning process in consultation with CEO, and provide report to the Board on Company’s leadership

the succession planning process in consultation with CEO, and provide report to the Board on Company’s leadership

succession planning for the CEO and other executive officers, on annual basis;

that a significant portion of executive compensation is reasonably related to the long-term interest of our stockholders.

copy of the charter of the Compensation Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance

Compensation Committee may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation

The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems

necessary to discharge its responsibilities.

The Compensation Committee has sole authority to retain and terminate any compensation expert

or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive

Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention

In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with

respect to the compensation packages of our other executive officers.

and Corporate Governance Committee

Nominating and Corporate Governance Committee, or the “Governance Committee,” consists of Tensie Axton and David Brody, each

of whom is “independent” as defined in section 5605(a)(2) of the Nasdaq Listing Rules.

Axton is the Chairman of the Governance

The Nominating and Corporate Governance Committee met one (1) time during 2024.

A copy of the charter of the

Compensation Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance

The Compensation Committee

may form and delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee.

The Compensation

Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its

responsibilities.

The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used

to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive

compensation, including sole authority to approve the fees of any expert or consultant and other retention terms.

In addition, the Compensation

Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages

of our other executive officers.

Nominating and Corporate Governance Committee

The Nominating and Corporate

Governance Committee, or the “Governance Committee,” consists of Jonathan Ornstein and Clinton Weber, each of

whom is “independent” as defined in Nasdaq Listing Rule 5605(a)(2).

Ornstein is the Chairman of the Governance Committee.

The Nominating and Corporate Governance Committee did not meet in person during 2025 and acted by written consent one (1) time during

The role of the Governance Committee is to:

from time to time the appropriate size (number of members) of the Board and recommend any increase or decrease;

the desired skills and attributes of members of the Board, taking into account the needs of the business and listing standards;

criteria for prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce

the candidate to us, our management, and operations;

recommend to the Board persons to be nominated for election as directors;

to the Board the members of all standing Committees;

review the “independence” of each director;

or develop for Board consideration corporate governance principles and policies;

oversight to the strategic planning process conducted annually by our management.

copy of the charter of the Governance Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance

Communications

may communicate with the members of the Board, either individually or collectively, by writing to the Board at 8123 InterPort Blvd., Suite

C, Englewood, CO 80112.

These communications will be reviewed by the Secretary as agent for the non-employee directors in facilitating

direct communication to the Board.

The Secretary will treat communications containing complaints relating to accounting, internal accounting

controls, or auditing matters as reports under our Whistleblower Policy.

Further, the Secretary will disregard communications that are

bulk mail, solicitations to purchase products or services not directly related either to us or the non-employee directors’ roles

as members of the Board, sent other than by stockholders in their capacities as such or from particular authors or regarding particular

subjects that the non-employee directors may specify from time to time, and all other communications which do not meet the applicable

requirements or criteria described below, consistent with the instructions of the non-employee directors.

evaluate from time to time

the appropriate size (number of members) of the Board and recommend any increase or decrease;

determine the desired skills

and attributes of members of the Board, taking into account the needs of the business and listing standards;

establish criteria for

prospective members, conduct candidate searches, interview prospective candidates, and oversee programs to introduce the candidate

to us, our management, and operations;

annually recommend to the

Board persons to be nominated for election as directors;

recommend to the Board the members of all standing committees;

periodically review the

“independence” of each director;

adopt or develop for Board

consideration corporate governance principles and policies;

provide oversight to the

strategic planning process conducted annually by our management.

A copy of the charter of the

Governance Committee is available on our website at http://www.xtiaerospace.com (under “Investors/Governance/Governance

Stockholder Communications

Stockholders may communicate

with the members of the Board, either individually or collectively, by writing to the Board at 8123 InterPort Blvd., Suite C, Englewood,

These communications will be reviewed by the Secretary as agent for the non-employee directors in facilitating direct communication

to the Board.

The Secretary will treat communications containing complaints relating to accounting, internal accounting controls, or auditing

matters as reports under our Whistleblower Policy.

Further, the Secretary will disregard communications that are bulk mail, solicitations

to purchase products or services not directly related either to us or the non-employee directors’ roles as members of the Board,

sent other than by stockholders in their capacities as such or from particular authors or regarding particular subjects that the non-employee

directors may specify from time to time, and all other communications which do not meet the applicable requirements or criteria described

below, consistent with the instructions of the non-employee directors.

Communications.

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Board and/or Company management.

Qualifications and Diversity

Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s

deliberations and decisions.

The Board is particularly interested in maintaining a mix that includes individuals who are active or retired

executive officers and senior executives, particularly those with experience in technology;

Director Qualifications and Diversity

The Board seeks independent

directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and

The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers

and senior executives, particularly those with experience in aerospace-related businesses;

research and development;

finance, accounting

accounting and banking;

or marketing and sales.

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last annual meeting of stockholders was recommended by the Governance Committee.

Business Conduct and Ethics

Board has adopted a code of business conduct and ethics (the “Code”) designed, in part, to deter wrongdoing and to promote

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships, full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits

to the SEC and in the Company’s other public communications, compliance with applicable governmental laws, rules and regulations,

the prompt internal reporting of Code violations to an appropriate person or persons, as identified in the Code and accountability for

adherence to the Code.

Code of Business Conduct and Ethics

The Board has adopted a code

of business conduct and ethics (the “Code”) designed, in part, to deter wrongdoing and to promote honest and ethical conduct,

including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair,

accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and in the

Company’s other public communications, compliance with applicable governmental laws, rules and regulations, the prompt internal

reporting of Code violations to an appropriate person or persons, as identified in the Code and accountability for adherence to the Code.

The Code applies to all directors, executive officers and employees of the Company.

The Code is periodically reviewed

by the Board.

In the event we determine to amend or waive certain provisions of the Code, we intend to disclose such amendments or waivers

on our website at http://www.xtiaerospace.com under the heading “Investors” within four business days following

such amendment or waiver or as otherwise required by the Nasdaq Listing Rules.

Trading Policy

The Code is periodically reviewed by the Board.

the event we determine to amend or waive certain provisions of the Code, we intend to disclose such amendments or waivers on our website

at http://www.xtiaerospace.com under the heading “Investors” within four business days following such amendment

or waiver or as otherwise required by the Nasdaq Listing Rules.

Insider Trading Policy

We have an insider trading

policy (which was adopted by the Board in November 2015 and updated as of August 2020) that governs the purchase, sale, and/or

other dispositions of our securities by our directors, officers and employees.

We believe that our insider trading policy is reasonably

designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.

Our insider trading policy,

among other things, prohibits directors, executive officers and members of our executive and operations teams (collectively, “Covered

Persons”) from holding our securities in a margin account, pledging our securities as collateral for a loan, or engaging in short

selling or similar hedging activities involving our securities.

A copy of our insider trading policy is filed as an exhibit to this Annual

policy (which was adopted by the Board in November 2015 and updated as of December 2025) that governs the purchase, sale, and/or

other dispositions of our securities by our directors, officers, employees and certain consultants (collectively, “Insiders”).

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and Nasdaq listing standards.

Our insider trading policy, among other things, prohibits Insiders from holding our securities in a margin

account, pledging our securities as collateral for a loan, or engaging in short selling or similar hedging activities involving our securities,

and requires Insiders to obtain written pre-clearance before engaging in any transaction involving the Company’s securities or entering

into a Rule 10b5-1 trading plan pursuant to the procedures set forth in the policy.

Additionally, our insider trading policy establishes

certain restricted trading periods during which Insiders may not trade in the Company’s securities or enter into a Rule 10b5-1 trading

A copy of our insider trading policy is filed as an exhibit to this Annual Report.

Risk Oversight

Board provides risk oversight for our entire company by receiving management presentations, including risk assessments, and discussing

these assessments with management.

The Board’s overall risk oversight, which focuses primarily on risks and exposures associated

with current matters that may present material risk to our operations, plans, prospects or reputation, is supplemented by the various

The Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines

and policies, our major financial risk exposures and the steps taken to monitor and control such exposures.

Our Compensation Committee

oversees risks related to our compensation programs and discusses with management its annual assessment of our employee compensation

policies and programs.

Our Governance Committee oversees risks related to corporate governance and management and director succession

Leadership Structure

Our Board provides risk oversight

for our entire company by receiving management presentations, including risk assessments, and discussing these assessments with management.

The Board’s overall risk oversight, which focuses primarily on risks and exposures associated with current matters that may present

material risk to our operations, plans, prospects or reputation, is supplemented by the various committees.

The Audit Committee discusses

with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial

risk exposures and the steps taken to monitor and control such exposures.

Our Compensation Committee oversees risks related to our compensation

programs and discusses with management its annual assessment of our employee compensation policies and programs.

Our Governance Committee

oversees risks related to corporate governance and management and director succession planning.

Board Leadership Structure

Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as our Board

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the membership of the Board.

Board has determined that having an employee director serve as Chairman is in the best interest of our stockholders at this time because

of the efficiencies achieved in having the role of Chief Executive Officer and Chairman combined, and because the detailed knowledge

of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes

of our board of directors as a whole.

Our Board has determined

that having an employee director serve as Chairman is in the best interest of our stockholders at this time because of the efficiencies

achieved in having the role of Chief Executive Officer and Chairman combined, and because the detailed knowledge of our day-to-day

operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of our Board as a whole.

Chairman of the Board and the other members of the Board work in concert to provide oversight of our management and affairs.

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responsibilities such as strategic development, review of operations and risk oversight.

Delinquent Section

16(a) Reports

16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity

securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities

Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with copies of all Section

16(a) reports they file.

Based solely on our review of Forms 3 and 4 filed during 2024 (and any written representations to us by such

persons), we believe that all directors, executive officers and 10% stockholders complied with all applicable Section 16(a) filing requirements

during 2024, with the exception of one Form 4 filed late by Nadir Ali on March 14, 2024 reporting one transaction dated December 19,

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act and SEC regulations require our directors, certain officers and holders of more than 10% of our common stock to file reports of ownership

on Form 3 and changes in ownership on Form 4 or 5 with the SEC.

The reporting directors, officers and 10% stockholders are also required

by SEC rules to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of copies of such reports received

and written representations from our directors and such covered officers, we believe that our directors, officers and 10% stockholders

complied with all applicable Section 16(a) filing requirements during 2025, except that Michael Tapp filed a late Form 3 on September

19, 2025 and a late Form 4 on September 19, 2025 reporting one transaction that occurred on September 4, 2025.

EXECUTIVE COMPENSATION

table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive

officer during the last fiscal year, (ii) our two other most highly compensated executive officers, other than our principal executive

officer, who were serving as an executive officer at the end of the last fiscal year and (iii) up to two additional individuals for whom

disclosure would have been required but for the fact that the individual was not serving as an executive officer at the end of the last

Together, these individuals are sometimes referred to as the “Named Executive Officers.”

Executive Compensation

The table below sets forth,

for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer during the

last fiscal year, (ii) our two other most highly compensated executive officers, other than our principal executive officer, who were

serving as an executive officer at the end of the last fiscal year and (iii) up to two additional individuals for whom disclosure would

have been required but for the fact that the individual was not serving as an executive officer at the end of the last fiscal year.

these individuals are sometimes referred to as the “Named Executive Officers.”

Principal Position

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$ 827,000 (1)

Chairman and Chief Executive

$ 210,000 (3)

Chief Financial Officer

$ 101,250 (3)

$ 912,000 (4)

Chief Executive Officer,

Real Time Location System Division, and Director

$ 106,897 (5)

$ 3,581,000 (6)

$ 1,565,803 (7)

Former Chief Executive

$ 2,451,225 (6)

and Chief Executive Officer

$ 2,246,450 (3)

Wendy Loundermon

$ 521,042 (1)

Financial Officer

Michael Tapp,

$ 379,167 (1)

Former Chief Financial

$ 375,000 (4)

Chief Operating Officer

Former Executive:

Chief Executive Officer, Real Time Location System Division, and Director

$ 912,000 (5)

fair value of employee option grants are estimated on the date of grant using the Black-Scholes option pricing model with key weighted

average assumptions, expected stock volatility and risk free interest rates based on US Treasury rates from the applicable periods.

all cash and equity compensation including accrued transaction bonuses earned as a consultant for XTI Aircraft Company from January

1, 2024 up to the closing of the XTI Merger on March 12, 2024.

compensation earned as a consultant for XTI Aircraft Company in 2023.

a $612,000 bonus earned under the Strategic Transaction Bonus Plan and a $300,000 bonus earned under an employment agreement.

2024 amount includes a $12,000 automobile allowance.

The 2023 amount includes a $12,000 automobile allowance and CVH unit grants

valued at $94,897, which is the fair market value at the date of grant.

2024 amount represents a bonus earned under the Strategic Transaction Bonus Plan.

The 2023 amount represents a bonus earned under

the Completed Transaction Bonus Plan.

2024 amount includes $1,487,012 of severance compensation, $18,791 of accrued vacation paid as compensation, a $3,000 automobile

allowance, and a $57,000 housing allowance.

The 2023 amount includes $51,970 of accrued vacation paid as compensation,

a $12,000 automobile allowance, a $227,999 housing allowance, and CVH unit grants valued at $462,430, which is the fair market value

at the date of grant.

2024 amount represents a bonus earned under the Strategic Transaction Bonus Plan.

The 2023 amount represents a bonus earned under

the Completed Transaction Bonus Plan.

2024 amount includes $521,344 of severance compensation and $22,586 of accrued vacation paid as compensation.

The 2023 amount includes

$21,635 of accrued vacation paid as compensation and CVH unit grants valued at $181,400, which is the fair market value at the date

Equity Awards at Fiscal Year-End

The amounts reported in the Bonus column for 2025 include annual cash bonuses earned under the respective employment agreement based upon the achievement of performance criteria established by the Compensation Committee for such fiscal year and discretionary bonuses awarded in connection with the Company’s acquisition of Drone Nerds in November 2025.

Of these amounts, Mr.

Pomeroy received $567,000 and $260,000, respectively;

Turk received $331,042 and $190,000, respectively;

Tapp received $189,167 and $190,000, respectively.

The fair value of employee option grants are estimated on the date of grant using the Black-Scholes option pricing model with key weighted average assumptions, including expected stock volatility and risk-free interest rates based on U.S.

Treasury rates from the applicable periods.

Amounts reported for 2025 also include incremental fair value of approximately $799,436 for Mr.

Pomeroy and $23,790 for Mr.

Das resulting from an October 2025 modification that extended the post-termination exercise period for certain previously granted stock options.

Represents all cash and equity compensation including accrued transaction bonuses earned as a consultant for XTI Aircraft Company from January 1, 2024 up to the closing of the XTI Merger on March 12, 2024.

The 2025 amount represents compensation earned as a consultant for the Company during 2025.

The 2024 amount represents compensation earned as a consultant for the Company during 2024.

Includes a $612,000 bonus (100% of his annual base salary and target bonus) earned under the Strategic Transaction Bonus Plan in connection with the closing of the XTI Merger and a $300,000 bonus earned under an employment agreement.

The 2025 amount includes a $12,000 automobile allowance.

The 2024 amount includes a $12,000 automobile allowance.

Outstanding Equity Awards at Fiscal Year-End

than as set forth below, there were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to

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un-exercisable

Exercise Price

Option expiration

Scott Pomeroy

Wendy Loundermon

vest 1/3 rd per year at each grant date anniversary.

Agreements and Arrangements

The Company entered into an employment agreement with Mr.

on May 6, 2024 (the “Pomeroy Employment Agreement”), pursuant to which Mr.

Pomeroy agreed to continue to serve as

the Company’s Chief Executive Officer and as a member and Chairman of the Board.

Pursuant to the terms of the Pomeroy Employment

Agreement, Mr.

Pomeroy is entitled to receive an annual base salary of $400,000, which may be increased by the Board from time to

time in its sole discretion.

Pursuant to the Pomeroy Employment Agreement, Mr.

Pomeroy received retroactive pay with respect to the

period from March 13, 2024 until April 30, 2024 in the aggregate amount of $54,545 and with respect to the period from May 1,

2024 until May 6, 2024 in the amount of $6,061.

Pomeroy is also entitled to receive an annual cash bonus of up to a baseline

of 100% of his base salary, with the right and ability to earn up to a cap of 150% of his base salary, applying a weighted average percentage

of the objective and subjective criteria and milestones set forth in the Pomeroy Employment Agreement, which include target amounts and

target dates for equity investments received by the Company and the Company’s average market cap in addition to the completion of

certain milestones in the development of the Company’s TriFan 600 airplane.

The Board will determine and award the annual cash bonus

by January 31 following the end of each calendar year during Mr.

Pomeroy’s employment period.

to the Pomeroy Employment Agreement, Mr.

Pomeroy is also eligible to participate in the Company’s incentive stock option plan

and may receive additional stock options or other equity incentives in the sole discretion of the Board.

In addition, Mr.

is entitled to vacation time, paid holidays, sick days and personal days in accordance with the Company’s policies applicable

to other senior executives of the Company;

provided that he is entitled to six weeks of vacation annually.

Pomeroy is also

eligible to participate in all benefit plans and programs maintained by the Company for the benefit of its senior executives.

the Company agreed to reimburse Mr.

Pomeroy for all reasonable and necessary business expenses incurred by him in connection with

the performance of his duties under the Pomeroy Employment Agreement within a reasonable period of time after Mr.

submission of expense vouchers, in accordance with Company’s expense reimbursement policies.

Pomeroy’s employment agreement term ends on December 31,

2025, with one automatic one-year extension to December 31, 2026, unless either party provides prior notice of non-renewal on or

before March 31, 2025.

The Pomeroy Employment Agreement provides that Mr.

Pomeroy’s receipt of compensation following

termination of employment is subject to his execution of a release releasing all claims against the Company and its executives, directors

and employees, other than as prohibited by law.

Pomeroy is terminated without cause (other than due to death or disability)

or if he resigns for good reason (as such terms are defined in the Pomeroy Employment Agreement), then Mr.

Pomeroy will be entitled

to (i) a severance payment equivalent to the base salary that would have been paid to him through the end of the employment period,

(ii) payment for any unused vacation accrued to the date of termination, (iii) payment for any accrued but unpaid expenses through

the date of termination and (iv) any benefits to which he may be entitled upon termination pursuant to the terms of any applicable

plans and programs or as may be required by applicable law.

Pomeroy terminates for good reason, in addition to the foregoing

compensation and benefits, he is entitled to receive reimbursements of premium payments for continuation coverage under applicable state

or federal law, in the event he elects such continuation coverage, for the remainder of his employment period, or, if longer, for a period

of six months after termination of employment.

The Pomeroy Employment Agreement also includes provisions governing Company confidential

Pomeroy is terminated for cause, then immediately following such termination, he is entitled only to any unpaid

compensation and unreimbursed expenses.

previously served as Legacy XTI’s Chief Financial Officer from July 2022 until the XTI Merger pursuant to a consulting agreement

dated July 1, 2022, as amended effective January 1, 2023.

The consulting agreement provided that Mr.

Pomeroy receive monthly

compensation of $17,500.

Pursuant to the consulting agreement and in connection with the closing of the XTI Merger, Mr.

received 4,000,000 shares of Legacy XTI common stock that were exchanged for 357,039 shares of our Common Stock.

The Company entered into an employment agreement with Ms.

Turk on May 8,

2024 (the “Turk Employment Agreement”), pursuant to which Ms.

Turk agreed to continue to serve as the Company’s Chief

Financial Officer.

Pursuant to the terms of the Turk Employment Agreement, Ms.

Turk is entitled to receive an annual base salary of $350,000,

which may be increased by the Board from time to time in its sole discretion.

Pursuant to the Turk Employment Agreement, Ms.

Turk received

retroactive pay with respect to the period from March 13, 2024 until April 30, 2024 in the aggregate amount of $47,788 and with

respect to the period from May 1, 2024 until May 8, 2024 in the amount of $7,955.

Turk is also entitled to receive an annual

cash bonus of up to a baseline of 75% of her base salary, with the right and ability to earn up to a cap of 112.5% of her base salary,

applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the Turk Employment Agreement,

which include target amounts and target dates for equity investments received by the Company and the Company’s average market cap

in addition to the completion of certain milestones in the development of the Company’s TriFan 600 airplane.

The Board will determine

and award the annual cash bonus within 30 days after the end of each calendar year during Ms.

Turk’s employment period.

remaining material terms of the Turk Employment Agreement are substantially similar to the terms of the Pomeroy Employment Agreement described

In connection with his appointment as Chief Strategy Officer, the Company

entered into an employment agreement with Tobin Arthur on September 19, 2024, effective as of such date, which sets forth the terms

Arthur’s services as Chief Strategy Officer and his compensation arrangement (the “Arthur Employment Agreement”).

Pursuant to the terms of the Arthur Employment Agreement, Mr.

Arthur is entitled to receive an annual base salary of $300,000, which

may be increased by the Board from time to time in its sole discretion.

In addition, the Company paid Mr.

Arthur the following compensation

for his services rendered prior to the execution of the Arthur Employment Agreement:

$25,000 for the period from August 1, 2024 until

August 31, 2024 and $15,000 for the period from September 1, 2024 until September 18, 2024.

Arthur is also entitled

to receive an annual cash bonus of up to a baseline of 60% of his base salary, with the right and ability to earn up to a cap of 90% of

his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set forth in the Arthur

Employment Agreement, which include target amounts and target dates for equity investments received by the Company and the Company’s

average market cap in addition to the completion of certain milestones in the development of the Company’s TriFan 600 airplane.

The Board will determine and award the annual cash bonus within 30 days after the end of each calendar year during Mr.

employment period.

The remaining material terms of the Arthur Employment Agreement are substantially similar to the terms of the Pomeroy

Employment Agreement described above;

provided that Mr.

Arthur is entitled to five weeks of vacation annually.

On November 4, 2016, and effective as of November 7, 2016,

Das entered into an employment agreement to serve as Chief Marketing Officer of the Company.

On February 2, 2018, he was

promoted to Chief Operating Officer.

In accordance with the terms of the agreement, Mr.

Das was entitled to a base salary of $250,000

per annum and a bonus of up to $75,000 annually.

The agreement was effective for an initial term of twenty-four (24) months and was

automatically renewed for one additional twelve (12) month period.

The Company may terminate the services of Mr.

without “just cause” (as defined therein).

If the Company terminates Mr.

Das’ employment without just cause, or

Das resigns within twenty-four (24) months following a change of control (as defined) and as a result of a material diminution

of his position or compensation, Mr.

Das will receive (1) his base salary at the then current rate and levels for one (1) month

Das has been employed by the Company for at least six (6) months but not more than twelve (12) months as of the

date of termination or resignation, for three (3) months if Mr.

Das has been employed by the Company more than twelve (12) but

not more than twenty-four (24) months as of the date of termination or resignation, or for six (6) months if Mr.

been employed by the Company for more than twenty-four (24) months as of the date of resignation or termination;

the value of any accrued but unpaid bonus that Mr.

Das otherwise would have received;

(3) the value of any accrued but unpaid

vacation time;

and (4) any unreimbursed business expenses and travel expenses that are reimbursable under the agreement.

If the Company

terminates Mr.

Das’ employment with just cause, Mr.

Das will receive only the portion of his base salary and accrued but

unused vacation pay that has been earned through the date of termination.

On August 31, 2018, the Company amended Mr.

employment agreement to make the following changes to his compensation effective May 14, 2018:

(1) increase in base salary to

$275,000 per year, (2) have up to $50,000 in MBO’s annually, (3) commissions equal to 2% of recognized revenue associated

with the IPA product line paid quarterly and subject to the Company policies in connection with commissions payable and (4) provide

a transportation allowance of $1,000 per month.

On May 10, 2019, the Company amended Mr.

Das’ commission plan to include

a 1% commission on recognized revenue associated with the Shoom product line paid quarterly and subject to Company commission plan policies.

Das’s salary was increased to $275,000 effective May 31, 2018 and $312,000 effective January 1, 2021, Effective

January 1, 2021, any entitlement to commissions payable to Mr.

Das was superseded by adjusting his annual bonus target up to

a maximum of $300,000 subject to the achievement of certain milestones, with tasks, deadlines and amounts determined by the Chief Executive

Effective as of March 2021, Mr.

Das resigned from his position as Chief Marketing Officer.

February 27, 2023, the Company entered into a Limited Liability Company Unit Transfer and Joinder Agreement with Mr.

Das, pursuant

to which (i) the Company transferred 50,000 Class A Units of Cardinal Venture Holdings LLC, a Delaware limited liability

company (“CVH”), to Mr.

Das in connection with Mr.

Das’ services performed for and on behalf of the Company

as an employee of the Company and (ii) Mr.

Das became a member of CVH and a party to the Amended and Restated Limited Liability

Company Agreement of CVH, dated as of September 30, 2020 (the “CVH LLC Agreement”).

The fair market value of the Class A

Units at the date of grant is $94,897.

CVH was dissolved as of December 31, 2023.

is a participant of the Strategic Transaction Bonus Plan pursuant to which he is eligible for a cash bonus in an aggregate amount equal

to 100% of his aggregate annual base salary and target bonus amount following the closing of a Contemplated Transaction and any applicable

Qualifying Transaction.

The XTI Merger qualifies as a Contemplated Transaction.

See “Executive Compensation — Strategic

Transaction Bonus Plan” for a description of the Strategic Transaction Bonus Plan.

On July 1, 2010, Nadir Ali entered into an at-will Employment

and Non-Compete Agreement, as subsequently amended, with Inpixon Federal, Inc., Inpixon Government Services and Inpixon Consulting prior

to their acquisition by the Company.

Under the terms of the employment agreement, Mr.

Ali served as President.

The employment agreement

was assumed by the Company and Mr.

Ali became CEO in September 2011.

Ali’s salary under the agreement was initially

$240,000 per annum plus other benefits including a bonus plan with goals and targets established by the Compensation Committee, a housing

allowance, health insurance, life insurance and other standard Inpixon employee benefits.

Ali’s employment is terminated

without Cause (as defined), he will receive his base salary for 12 months from the date of termination.

Ali’s employment

agreement provides that he will not compete with the Company and will be subject to non-solicitation provisions relating to employees,

consultants and customers, distributors, partners, joint ventures or suppliers of the Company during the term of his employment or consulting

relationship with the Company.

On April 17, 2015, the Compensation Committee approved the increase of Mr.

salary to $252,400, effective January 1, 2015.

Effective May 16, 2018, the Compensation Committee approved an increase in Mr.

annual salary to $280,000 and an auto allowance of $1,000 a month.

February 27, 2023, the Company entered into a Limited Liability Company Unit Transfer and Joinder Agreement with Mr.

Ali, pursuant

to which (i) the Company transferred 219,999 Class A Units of CVH to Mr.

Ali in connection with Mr.

services performed for and on behalf of the Company as an employee and a director of the Company and (ii) Mr.

member of CVH and a party to the CVH LLC Agreement.

The fair market value of the Class A Units at the date of grant is $462,430.

In addition, Mr.

Ali beneficially owned membership interests in CVH through 3AM LLC, a Delaware limited liability company and a

founding member of CVH.

CVH was dissolved as of December 31, 2023.

March 12, 2024, the Company and Mr.

Ali entered into an amendment to Mr.

Ali’s Amended and Restated Employment Agreement

dated May 15, 2018, to provide for payment of his cash severance thereunder on or as soon as practicable following the date that

is 21 days following the XTI Merger.

was also a participant of the Completed Transaction Bonus Plan pursuant to which he received a cash bonus in an aggregate amount of 3.5%

of the $70,350,000 transaction value of the Completed Transaction.

See “Executive Compensation — Completed Transaction

Bonus Plan” for a description of the Completed Transaction Bonus Plan.

is a participant of the Strategic Transaction Bonus Plan pursuant to which he is eligible for (a) a cash bonus in an aggregate amount

of 3.5% of the transaction value attributed to a Contemplated Transaction less $6.0 million;

(b) a cash bonus in an aggregate

amount equal to 100% of his aggregate annual base salary and target bonus amount following the closing of a Contemplated Transaction

and (c) an award (the “Award”) of fully vested shares of Company common stock (“Shares”) issued under the

Company’s 2018 Employee Stock Incentive Plan or any successor equity incentive plan adopted by the Company on the date that is

three (3) months following the closing of the XTI Merger (the “Grant Date”) covering a number of shares having a fair

market value (based on the closing price per Share on the Grant Date) equal to $1,023,600.

Notwithstanding the foregoing, Nadir Ali shall

not be eligible to receive the Award if his Consulting Agreement with the Company dated as of March 12, 2024 (the “Consulting

Agreement”), terminates before the Grant Date due to (a) Company Good Reason (as defined in the Consulting Agreement) or (b) termination

by Nadir Ali for any reason other than Consultant Good Reason (as defined in the Consulting Agreement).

The XTI Merger qualifies as a

Contemplated Transaction.

See “Executive Compensation — Strategic Transaction Bonus Plan” for a description

of the Strategic Transaction Bonus Plan.

On October 21, 2014, and effective as of October 1, 2014,

the Company entered into an at-will employment agreement with Wendy Loundermon.

Loundermon previously served as CFO, Director and

Secretary of the Company and Secretary of Inpixon Canada, Inc.

Former Executive:

(1) The stock options granted on June 12, 2024 vest 1/3rd per year at each grant date anniversary.

With respect to the stock options granted on September 3, 2025 and December 30, 2025, one-third of the stock options vested immediately

on the respective grant date and the remaining stock options will vest in equal quarterly installments over a two-year period.

Employment Agreements and Arrangements

Scott Pomeroy

Prior Consulting Agreement and Employment Agreement

with Scott Pomeroy

Scott Pomeroy previously served

as Legacy XTI’s Chief Financial Officer from July 2022 until the XTI Merger pursuant to a consulting agreement dated July 1, 2022,

as amended effective January 1, 2023, under which he received monthly compensation of $17,500.

During the year ended December 31, 2024,

the Company paid Mr.

Pomeroy compensation of $92,750 pursuant to the consulting agreement.

Pursuant to the consulting agreement and in

connection with the closing of the XTI Merger in March 2024, Mr.

Pomeroy received (i) 4,000,000 shares (pre-merger, pre-reverse stock

splits) of Legacy XTI common stock valued at $1.9 million as transaction-related compensation, which were exchanged for 357,039 shares

of XTI Aerospace, Inc.

common stock, and (ii) a transaction cash bonus of $400,000 which was paid in full during January 2025.

Effective upon the closing

of the XTI Merger, Mr.

Pomeroy was appointed as XTI Aerospace Inc.’s Chief Executive Officer.

On May 6, 2024, XTI Aerospace, Inc.

entered into an employment agreement with Mr.

Pomeroy that superseded the consulting agreement, pursuant to which Mr.

Pomeroy was entitled

to receive an annual base salary of $400,000, and an annual cash bonus of up to a baseline of 100% of his base salary, with the right

to earn up to a cap of 150% of his base salary, applying a weighted average percentage of the objective and subjective criteria and milestones

set forth in the agreement.

Pursuant to the agreement, Mr.

Pomeroy received retroactive pay for services rendered prior to the execution

of the agreement with respect to the pay periods from March 13, 2024 until May 6, 2024 in the aggregate amount of $60,606.

Current Employment Agreement with Scott Pomeroy

On January 2, 2026, the Company

entered into a new employment agreement with Scott Pomeroy, effective December 30, 2025.

Under the agreement, Mr.

receives an annual base salary of $800,000, subject to annual review by the Compensation Committee.

He is eligible to receive performance-based

quarterly bonuses of up to 150% of his annual base salary based on performance objectives established by the Board, with the sum of all

calendar year quarterly bonuses not to exceed 150% of his base salary.

He also received a $350,000 continuation bonus payable in six equal

monthly installments.

In addition, if the Company

closes an investment in or acquisition of another company through the purchase of either some or all of such target company’s equity

or all or substantially all of such target company’s assets that are used in or useful to the business of such target company, with

total transaction consideration paid by the Company or its subsidiary equal to or in excess of $10 million (an “Acquisitive Transaction”),

Pomeroy may be awarded a bonus, at the Board’s sole discretion, based on criteria to be submitted to the Board by Mr.

on a case-by-case basis within 30 days after the closing of each such transaction.

Pomeroy is eligible to

participate in the Company’s benefit plans and equity incentive programs and is entitled to reimbursement of business expenses and

a temporary housing allowance of up to $4,000 per month for one year.

The agreement has an initial

three-year term with automatic one-year renewals unless the Company provides Mr.

Pomeroy with at least 180 days’ notice of non-renewal.

The agreement includes customary non-solicitation provisions.

Pomeroy’s employment

is terminated by death or disability, then Mr.

Pomeroy, his designee, his beneficiary or his estate, as applicable, will receive his base

salary through the termination date, 12 months of average bonus received during the 12 months prior to the termination date.

employment is terminated by the Company for cause, or if Mr.

Pomeroy resigns without good reason, he will receive his base salary through

the termination date.

The Company may terminate

Pomeroy’s employment for cause if 60% or more of the directors serving on the Board (a “Super Majority of the Board”)

approves such termination by delivery of written notice, effective as of the date specified in such notice or, in the event no such date

is specified, on the last day of the month in which such notice is delivered.

The Company may also terminate Mr.

Pomeroy’s employment

without cause upon the approval of a Super Majority of the Board and delivery of written notice, which notice will effect termination

as of the date which is the greater of the number of days remaining on the then current term of the employment agreement, or 180 days.

Pomeroy may resign for good reason within 12 months following the occurrence of an event or events constituting good reason or upon

90 days’ notice without good reason.

Pomeroy’s employment is terminated without cause or he

resigns for good reason, subject to execution of a release of claims, he is entitled to severance equal to his base salary through the

termination date, 18 months of base salary and 18 months of average bonus received during the 12 months prior to the termination date,

accelerated vesting of outstanding equity awards and the continuation of the exercise period of all vested securities until the expiration

date of such securities, and continuation of benefits for 18 months at the Company’s cost.

In the event of a qualifying termination

following a change in control, subject to execution of a release of claims, Mr.

Pomeroy will receive the benefits described in the foregoing

sentence at a multiple of 36 months of base salary and average bonus instead of 18 months in addition to a bonus equal to (a) the fair

market value used to calculate the income tax consequences of the immediate vesting of Company securities divided by (b) the difference

between 100% and the highest combined federal and state income tax rate among all the members of the Executive Team (as defined in the

employment agreement).

Prior Consulting Agreement and Employment Agreement

with Brooke Turk

Effective as of August 16,

2023, Legacy XTI entered into a consulting agreement with Brooke Turk for her executive consulting services in the areas of financial

reporting and operational planning.

The consulting agreement provided for a monthly retainer of $22,500.

During the year ended December

31, 2024, the Company paid Ms.

Turk compensation of $79,050 pursuant to the consulting agreement.

Effective upon the closing

of the XTI Merger, Ms.

Turk was appointed as XTI Aerospace Inc.’s Chief Financial Officer.

On May 8, 2024, XTI Aerospace, Inc.

into an employment agreement with Ms.

Turk that superseded the consulting agreement, pursuant to which Ms.

Turk was entitled to receive

an annual base salary of $350,000, and an annual cash bonus of up to a baseline of 75% of her base salary, with the right to earn up to

a cap of 112.5% of her base salary, applying a weighted average percentage of the objective and subjective criteria and milestones set

forth in the agreement.

Pursuant to the agreement, Ms.

Loundermon was compensated at an annual

rate of $200,000 and is entitled to benefits customarily provided to senior management including equity awards and cash bonuses subject

to the satisfaction of certain performance goals determined by the Company.

The standards and goals and the bonus targets is set by the

Compensation Committee, in its sole discretion.

The Company may terminate the services of Ms.

Loundermon with or without “cause”

(as defined).

If the Company terminates Ms.

Loundermon’s employment without cause or in connection with a change of control (as

defined), Ms.

Loundermon will receive (1) severance consisting of her base salary at the then current rate for twelve (12) months

from the date of termination, and (2) her accrued but unpaid salary.

Loundermon’s employment is terminated under any

circumstances other than the above, Ms.

Loundermon will receive her accrued but unpaid salary.

Loundermon’s salary was increased

to $228,500 effective April 1, 2017, $250,000 effective March 1, 2018, $280,000 effective January 2021 and $300,000 effective

January 2022.

February 27, 2023, the Company entered into a Limited Liability Company Unit Transfer and Joinder Agreement with Ms.

pursuant to which (i) the Company transferred 100,000 Class A Units of CVH to Ms.

Loundermon in connection with Ms.

services performed for and on behalf of the Company as an employee and a director of the Company and (ii) Ms.

Loundermon became

a member of CVH and a party to the CVH LLC Agreement.

The fair market value of the Class A Units at the date of grant is $181,400.

CVH was dissolved as of December 31, 2023.

March 12, 2024, the Company and Ms.

Loundermon entered into an amendment to Ms.

Loundermon’s Employment Agreement dated October 1,

2014 (as amended), to provide for payment of her cash severance thereunder on or as soon as practicable following the date that is 21 days

following the XTI Merger.

Loundermon was also a participant of the Completed Transaction Bonus Plan pursuant to which she received a cash bonus in an aggregate

amount of 0.5% of the $70,350,000 transaction value of the Completed Transaction.

See “Executive Compensation — Completed

Transaction Bonus Plan” for a description of the Completed Transaction Bonus Plan.

Loundermon is a participant of the Strategic Transaction Bonus Plan pursuant to which she is eligible for (a) a cash bonus in an

aggregate amount of 0.5% of the transaction value attributed to a Contemplated Transaction and (b) a cash bonus in an aggregate

amount equal to 100% of her aggregate annual base salary and target bonus amount following the closing of a Contemplated Transaction.

The XTI Merger qualifies as a Contemplated Transaction.

See “Executive Compensation — Strategic Transaction Bonus

Plan” for a description of the Strategic Transaction Bonus Plan.

Transaction Bonus Plan

March 14, 2023, the Company completed a reorganization involving the transfer of the Company’s CXApp and enterprise app business

lines to CXApp Holding Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Legacy CXApp”), followed

by a distribution of shares of Legacy CXApp to the Company’s equityholders.

The reorganization was followed by a subsequent business

combination transaction (the “CXApp Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of September 25,

2022, by and among the Company, Legacy CXApp, KINS Technology Group Inc., a special purpose acquisition company (“KINS”)

which was renamed CXApp, Inc.

upon the consummation of the CXApp Merger, and KINS Merger Sub Inc., a Delaware corporation and a wholly-owned

subsidiary of KINS, pursuant to which KINS Merger Sub Inc.

merged with and into Legacy CXApp, with Legacy CXApp continuing as the surviving

company and as a wholly-owned subsidiary of CXApp, Inc.

(such reorganization and business combination, collectively, the “Completed

Transaction”).

July 24, 2023, the Compensation Committee adopted a Transaction Bonus Plan (the “Completed Transaction Bonus Plan”),

which was intended to compensate certain current and former employees and service providers for the successful consummation of the Completed

The Completed Transaction Bonus Plan was administered by the Compensation Committee.

It terminated upon the completion of

all payments under the terms of the Completed Transaction Bonus Plan.

to the Completed Transaction Bonus Plan, in connection with the Completed Transaction:

● Participants

listed on Schedule 1 of the Completed Transaction Bonus Plan were eligible for a cash

bonus equal to 100% of their aggregate annual base salary in effect as of the end of the

year ended December 31, 2022, provided that the participants were required to execute a customary

release of claims and confidentiality agreement.

● Participants

listed on Schedule 2 of the Completed Transaction Bonus Plan, including our named executive

officers Nadir Ali and Wendy Loundermon, were eligible for a cash bonus in an aggregate amount

of 4% of the $70,350,000 transaction value of the Completed Transaction, with Mr.

Loundermon being entitled to 3.5% and 0.5% of such transaction value, respectively.

the three months ended September 30, 2023, the Company paid approximately $3.5 million to Company management and former

management under the Completed Transaction Bonus Plan.

No amounts were owed under the Completed Transaction Bonus Plan as of September 30,

addition, if a participant was entitled to any payments or benefits from the Completed Transaction Bonus Plan or any other amounts (collectively,

the “Company Payments Relating to the Completed Transaction Plan”) that are subject to the tax imposed by Section 4999

of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), the Company agreed to pay the participant the greater

of the following amounts:

(i) the Company Payments Relating to the Completed Transaction Plan, or (ii) one dollar less than

the amount of the Company Payments Relating to the Completed Transaction Plan that would subject the participant to the Excise Tax, as

mutually agreed between the Company and the participant.

Transaction Bonus Plan

July 24, 2023, the Compensation Committee adopted a Transaction Bonus Plan, which was amended on March 11, 2024 (as amended,

the “Strategic Transaction Bonus Plan,” and such amendment, the “Plan Amendment”), and is intended to provide

incentives to certain employees and other service providers to remain with the Company through the consummation of a Contemplated Transaction

or Qualifying Transaction (each as defined below) and to maximize the value of the Company with respect to such transaction for the benefit

of its stockholders.

The Strategic Transaction Bonus Plan is administered by the Compensation Committee.

It will automatically terminate

upon the earlier of (i) the one-year anniversary of the adoption date, (ii) the completion of all payments under the terms of

the Strategic Transaction Bonus Plan, or (iii) at any time by the Compensation Committee, provided, however, that the Strategic Transaction

Bonus Plan may not be amended or terminated following the consummation of a Contemplated Transaction or Qualifying Transaction without

the consent of each participant being affected, except as required by any applicable law.

A “Contemplated Transaction” refers to a strategic alternative

transaction including an asset sale, merger, reorganization, spin-off or similar transaction (a “Strategic Transaction”) that

results in a change of control as defined in the Strategic Transaction Bonus Plan.

A Qualifying Transaction refers to a Strategic Transaction

that does not result in a change of control for which bonuses may be paid pursuant to the Strategic Transaction Bonus Plan as

approved by the Compensation Committee.

The XTI Merger qualifies as a Contemplated Transaction.

Plan Amendment, among other things, changed the timing of and imposed certain additional conditions on the payment of certain bonuses

to be paid to the participants thereunder, including Nadir Ali, Wendy Loundermon and Soumya Das.

to the Strategic Transaction Bonus Plan, in connection with the closing of a Contemplated Transaction or a Qualifying Transaction, the

participants will be eligible to receive bonuses as described below.

● Participants listed on Schedule 1 of the Strategic Transaction

Bonus Plan, including Nadir Ali, Wendy Loundermon, Soumya Das and certain other employees, are eligible for a cash bonus equal to 100%

of their aggregate annual base salary and target bonus amount in effect as of the closing of the Contemplated Transaction or a Qualifying

Transaction, provided, however, that the Company’s payment of such bonus to a participant may, in the Company’s discretion,

be conditioned on the participant’s timely execution and delivery of a customary release of claims and confidentiality agreement

and such participant’s non-revocation of the release prior to the expiration of any revocation rights afforded to such participant

by applicable law.

These bonus amounts will generally be paid at the closing of each applicable transaction, except that bonus amounts

in connection with the closing of the XTI Merger are payable according to the payment schedule set forth in the Plan Amendment and described

● Participants

listed on Schedule 2 of the Strategic Transaction Bonus Plan, including Nadir Ali and

Wendy Loundermon, are eligible for a cash bonus based on the Transaction Value (as defined

below) attributed to the Contemplated Transaction or Qualifying Transaction, as calculated

in accordance with the terms of the Strategic Transaction Bonus Plan.

Ali is eligible

for 3.5% of such Transaction Value less $6.0 million.

Loundermon is eligible for

0.5% of such Transaction Value less $0.5 million.

These bonus amounts will generally

be paid at the closing of each applicable transaction subject to the treatment of deferred

payments in accordance with the terms of the Strategic Transaction Bonus Plan, except that

bonus amounts in connection with the closing of the XTI Merger are payable according to the

payment schedule set forth in the Plan Amendment and described below.

Value” means the sum of any cash and the fair market value of any securities or other

assets or property received by the Company or available for distribution to the holders of

the Company’s equity securities in connection with the applicable transaction as provided

for in the definitive agreement governing the applicable transaction, or such value as will

be designated by the Compensation Committee.

The Transaction Value applicable to the XTI

Merger was assessed at $225 million which was determined by the Compensation Committee

in part based on the enterprise value of Legacy XTI following a valuation analysis performed

by an independent financial advisory firm.

● Participants listed on Schedule 3 of the Strategic Transaction

Bonus Plan will be eligible for equity-based grants, including but not limited to, options, restricted stock awards, restricted stock

units, or such other rights to acquire shares of the Company’s common stock in connection with the closing of the Contemplated Transaction

or a Qualifying Transaction, in such form and for such amounts as set forth on Schedule 3 or, if no such form or amount is specified

for a participant on Schedule3, in such form and for such amounts that may be approved by the Compensation Committee in its sole and absolute

of the Strategic Transaction Bonus Plan provides that:

Ali will receive an award (the “Award”) of fully vested shares of Company common stock issued under the Company’s 2018

Employee Stock Incentive Plan or any successor equity incentive plan adopted by the Company (the “Equity Plan”) on the date

that is three (3) months following the closing of the XTI Merger (the “Grant Date”) covering a number of shares having

a fair market value (based on the closing price per share on the Grant Date) equal to $1,023,600.

Notwithstanding the foregoing, Nadir

Ali will not be eligible to receive the Award if his Consulting Agreement with the Company dated as of March 12, 2024 (the “Ali

Consulting Agreement”), terminates before the Grant Date due to (a) Company Good Reason (as defined in the Ali Consulting

Agreement) or (b) termination by Nadir Ali for any reason other than Consultant Good Reason (as defined in the Ali Consulting Agreement).

amounts payable to any participant in cash pursuant to the Strategic Transaction Bonus Plan,

may be paid in shares under the Equity Plan upon written agreement of the Company and such

Plan Amendment provides that any amounts payable to a participant in connection with the closing of the XTI Merger are payable as follows:

first fifty percent (50%) of any amounts payable in connection with the XTI Merger pursuant

to Schedule 1 and Schedule 2 of the Strategic Transaction Bonus Plan for each participant,

as applicable (the “First Fifty Percent”), will become earned upon the earlier

of closing of a financing (whether a registered offering or private unregistered offering)

in which the Company sells Qualifying Securities (as defined below) and receives an amount

of gross proceeds that when added to the proceeds of previous sales of Qualifying Securities

following the closing of the XTI Merger equals $5 million (the “First Financing”)

or June 30, 2024 (the “Earned Date”).

“Qualifying Securities”

means any debt or equity securities other than debt or equity securities having a maturity

date or a redemption right at the option of the holder of fewer than six (6) months

following the issuance of that security.

remaining fifty percent (50%) of any amounts payable pursuant to Schedule 1 and Schedule 2

of the Strategic Transaction Bonus Plan (the “Remaining Fifty Percent”) will

be earned upon the earlier of the closing of a subsequent financing in which the Company

receives an amount of gross proceeds that when added to the proceeds of previous sales of

Qualifying Securities following the First Financing aggregates to at least $5 million

(“Subsequent Financing”) or the Earned Date.

(3) Following

the Earned Date, the First Fifty Percent (50%) will be paid in three (3) equal monthly

installments, beginning on July 1, 2024, and on the first day of each month thereafter

until the First Fifty Percent is paid in full.

The Remaining Fifty Percent (50%) will be

paid in three (3) equal monthly installments, beginning October 1, 2024 and on

the first day of each month thereafter until the Remaining Fifty Percent (50%) is paid

participant’s right to receive payment of the First Fifty Percent (50%) or the Second

Fifty Percent (50%) is subject to the participant’s continuing employment or other

service with the Company or any of its subsidiaries or affiliates until the date on which

the payment is earned (as specified in clause (1) or (2) above);

provided, however,

that if a participant’s employment or service with the Company or any of its subsidiaries

or affiliates terminates before the applicable payment is earned due to the involuntary termination

of the participant other than for Cause, such participant will be deemed for this purpose

to continue in employment or service with the Company and its subsidiaries and affiliates

following the participant’s termination date until the date the applicable payment

the event the Company is unable to raise a minimum of $5 million from the sale of Qualifying

Securities as of June 30, 2024, the participants designate and appoint Nadir Ali as

the “Participant Representative” to work with the Company as necessary to amend

the payment schedule set forth above to ensure that the Company will have sufficient cash

to support its operations.

If Nadir Ali cannot or refuses to serve the Participant Representative,

then the Participant Representative will be selected by the Company from among the other

participants entitled to receive any payment pursuant to Schedule 1 or Schedule 2

of the Strategic Transaction Bonus Plan.

(6) If the Company or Legacy XTI pays cash bonuses related to the closing

of the XTI Merger to the Company’s or Legacy XTI’s employees or individual service providers who are not participants (“Non-Plan

Transaction Bonuses”), any then-unpaid payments to participants pursuant to the Strategic Transaction Bonus Plan will be paid on

an accelerated basis pursuant to a payment schedule that is substantially similar to the bonus payment schedule for the Non-Plan Transaction

Conversely, if the Company agrees to an accelerated payment or more favorable payment terms of amounts payable pursuant to the

Strategic Transaction Bonus Plan, all recipients of Non-Plan Transaction Bonuses will receive similar treatment.

connection with the Plan Amendment, the Compensation Committee also adopted a new form of confidentiality and release agreement, which

was executed and delivered by the Strategic Transaction Bonus Plan participants who resigned from their Company positions at the closing

of the XTI Merger on March 12, 2024, including Mr.

In addition, on March 12, 2024, the Strategic

Transaction Bonus Plan participants who retained their employment with the Company following the closing of the XTI Merger, including

Das, delivered an acknowledgment agreement to the Company irrevocably waiving and releasing the Company from any and all rights

to payment of such individual’s payments under Schedule 1 of the Strategic Transaction Bonus Plan except pursuant to and as

provided under the terms of the Plan Amendment.

Company recognized the $6.3 million expense of the strategic transaction bonus as it became payable during the second quarter of 2024.

During the third and fourth quarter of 2024, we paid $2.0 million of the strategic transaction bonus, with the remaining $4.3 million

of the strategic transaction bonus payable as of December 31, 2024.

From January 1, 2025 through the date of this filing, the Company

repaid the remaining $4.3 million strategic transaction bonus obligation.

Stock Incentive Plans

2018 Employee

Stock Incentive Plan

following is a summary of the material terms of our 2018 Employee Stock Incentive Plan, as amended to date (the “2018 Plan”).

This description is not complete.

For more information, we refer you to the full text of the 2018 Plan.

2018 Plan is an important part of our compensation program.

It promotes financial saving for the future by our employees, fosters good

employee relations, and encourages employees to acquire shares of our Common Stock, thereby better aligning their interests with those

of the other stockholders.

Therefore, the Board believes it is essential to our ability to attract, retain, and motivate highly qualified

employees in an extremely competitive environment both in the United States and internationally.

of Shares of Common Stock.

The number of shares of our Common Stock available for issuance under the 2018 Plan automatically increases

on the first day of each quarter through October 1, 2028, by a number of shares of Common Stock equal to the least of (i) 3,000,000

shares, (ii) twenty percent (20%) of the outstanding shares of Common Stock on the last day of the immediately preceding calendar

quarter, or (iii) such number of shares that may be determined by the Board.

The amount of shares available for issuance is not

adjusted in connection with a change in the outstanding shares of Common Stock by reason of stock dividends, stock splits, reverse stock

splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations;

however, that (i) the amount of shares available for issuance under the 2018 Plan may not exceed the maximum amount of

authorized shares available for issuance under the Articles of Incorporation and (ii) in no event will the Company issue more than

120,000,000 shares of Common Stock under the 2018 Plan, including the maximum amount of shares of Common Stock that may be added to the

2018 Plan in accordance with the automatic quarterly increases.

As the date of this filing, there are approximately 73 million shares

of Common Stock authorized for issuance under the 2018 Plan.

The 2018 Plan provides for the granting of incentive stock options, non-qualified stock options (“NQSOs”),

stock grants and other stock-based awards, including Restricted Stock and Restricted Stock Units (as defined in the 2018 Plan).

and Nonqualified Stock Options.

The plan administrator determines the exercise price of each stock option.

The exercise price of

an NQSO may not be less than the fair market value of our Common Stock on the date of grant.

The exercise price of an incentive stock

option may not be less than the fair market value of our Common Stock on the date of grant if the recipient holds 10% or less of

the combined voting power of our securities, or 110% of the fair market value of a share of our Common Stock on the date of grant

The plan administrator may grant or sell stock, including restricted stock, to any participant, which purchase price, if

any, may not be less than the par value of shares of our Common Stock.

The stock grant will be subject to the conditions and restrictions

determined by the administrator.

The recipient of a stock grant shall have the rights of a stockholder with respect to the shares

of stock issued to the holder under the 2018 Plan.

Stock-Based Awards.

The plan administrator of the 2018 Plan may grant other stock-based awards, including stock appreciation rights, restricted stock and restricted stock units, with terms approved by the administrator, including restrictions related to the awards.

The holder of a stock-based award shall not have the rights of a stockholder except to the extent permitted in the applicable agreement.

Administration .

Our Board is the administrator of the 2018 Plan, except to the extent it delegates its authority to a committee,

in which case the committee shall be the administrator.

Our Board has delegated this authority to our compensation committee.

The administrator

has the authority to determine the terms of awards, including exercise and purchase price, the number of shares subject to awards, the

value of our Common Stock, the vesting schedule applicable to awards, the form of consideration, if any, payable upon exercise or settlement

of an award and the terms of award agreements for use under the 2018 Plan.

Eligibility .

The plan administrator will determine the participants in the 2018 Plan from among our employees, directors and consultants.

may be approved in advance with the effectiveness of the grant contingent and effective upon such person’s commencement of service

within a specified period.

Unless otherwise provided by the administrator or in an award agreement, upon a termination of a participant’s

service, all unvested options then held by the participant will terminate and all other unvested awards will be forfeited

Transferability .

Awards under the 2018 Plan may not be transferred except by will or by the laws of descent and distribution, unless otherwise provided

by the plan administrator in its discretion and set forth in the applicable agreement, provided that no award may be transferred for

In the event of a stock dividend, stock split, recapitalization or reorganization or other change in change in capital structure, the

plan administrator will make appropriate adjustments to the number and kind of shares of stock or securities subject to awards.

Transaction .

If we are acquired, the plan administrator will:

(i) arrange for the surviving entity or acquiring entity (or the

surviving or acquiring entity’s parent company) to assume or continue the award or to substitute a similar award for the award;

(ii) cancel or arrange for cancellation of the award, to the extent not vested or not exercised prior to the effective time of the

transaction, in exchange for such cash consideration, if any, as the plan administrator in its sole discretion, may consider appropriate;

or (iii) make a payment, in such form as may be determined by the plan administrator equal to the excess, if any, of (A) the

value of the property the holder would have received upon the exercise of the award immediately prior to the effective time of the transaction,

over (B) any exercise price payable by such holder in connection with such exercise.

In addition in connection with such transaction,

the plan administrator may accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award

may be exercised) to a date prior to the effective time of such transaction and may arrange for the lapse, in whole or in part, of any

reacquisition or repurchase rights held by us with respect to an award.

and Termination .

The 2018 Plan will terminate on January 4, 2028 or at an earlier date by vote of our Board;

provided, however,

that any such earlier termination shall not affect any awards granted under the 2018 Plan prior to the date of such termination.

2018 Plan may be amended by our Board, except that our Board may not alter the terms of the 2018 Plan if it would adversely affect a

participant’s rights under an outstanding stock right without the participant’s consent.

Board may at any time amend or terminate the 2018 Plan;

provided that no amendment may be made without the approval of the stockholder

if such amendment would increase either the maximum number of shares which may be granted under the 2018 Plan or any specified limit

on any particular type or types of award, or change the class of employees to whom an award may be granted, or withdraw the authority

to administer the 2018 Plan from a committee whose members satisfy the independence and other requirements of Section 162(m) and

applicable SEC and Nasdaq requirements.

Pursuant to the listing standards of the Nasdaq Stock Market, certain other material revisions

to the 2018 Plan may also require stockholder approval.

Income Tax Consequences of the 2018 Plan.

The federal income tax consequences of grants under the 2018 Plan will depend on the type

The following is a general summary of the principal United States federal income taxation consequences to participants

and us under current law with respect to participation in the 2018 Plan.

This summary is not intended to be exhaustive and does not discuss

the income tax laws of any city, state or foreign jurisdiction in which a participant may reside or the rules applicable to deferred

compensation under Section 409A of the Code.

Our ability to realize the benefit of any tax deductions described below depends on

our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code

and the satisfaction of our tax reporting obligations.

the grantees’ standpoint, as a general rule, ordinary income will be recognized at the time of delivery of shares of our Common

Stock or payment of cash under the 2018 Plan.

Future appreciation on shares of our Common Stock held beyond the ordinary income recognition

event will be taxable as capital gain when the shares of our Common Stock are sold.

The tax rate applicable to capital gain will depend

upon how long the grantee holds the shares.

We, as a general rule, will be entitled to a tax deduction that corresponds in time and amount

to the ordinary income recognized by the grantee, and we will not be entitled to any tax deduction with respect to capital gain income

recognized by the grantee.

to these general rules arise under the following circumstances:

If shares of our Common Stock, when delivered, are subject to a substantial

risk of forfeiture by reason of any employment or performance-related condition, ordinary income taxation and our tax deduction will be

delayed until the risk of forfeiture lapses, unless the grantee makes a special election to accelerate taxation under section 83(b) of

If an employee exercises a stock option that qualifies as an ISO, no

ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of our Common Stock acquired upon exercise

of the stock option are held until the later of (A) one year from the date of exercise and (B) two years from the date

However, if the employee disposes of the shares acquired upon exercise of an ISO before satisfying both holding period requirements,

the employee will recognize ordinary income at the time of the disposition equal to the difference between the fair market value of the

shares on the date of exercise (or the amount realized on the disposition, if less) and the exercise price, and we will be entitled to

a tax deduction in that amount.

The gain, if any, in excess of the amount recognized as ordinary income will be long-term or short-term

capital gain, depending upon the length of time the employee held the shares before the disposition.

grant may be subject to a 20% tax, in addition to ordinary income tax, at the time the grant

becomes vested, plus interest, if the grant constitutes deferred compensation under section

409A of the Code and the requirements of section 409A of the Code are not satisfied.

Section 162(m) of the Code generally disallows a publicly

held corporation’s tax deduction for compensation paid to its chief executive officer or certain other officers in excess of $1 million

Qualified performance-based compensation is excluded from the $1 million deductibility limit, and therefore remains

fully deductible by the corporation that pays it.

Stock units, stock awards, dividend equivalents, and other stock-based awards granted

under the 2018 Plan may be designated as qualified performance-based compensation if the Committee conditions such grants on the achievement

of specific performance goals in accordance with the requirements of section 162(m) of the Code.

have the right to require that grantees pay to us an amount necessary for us to satisfy our federal, state or local tax withholding obligations

with respect to grants.

We may withhold from other amounts payable to a grantee an amount necessary to satisfy these obligations.

Committee may permit a grantee to satisfy our withholding obligation with respect to grants paid in shares of our Common Stock by having

shares withheld, at the time the grants become taxable, provided that the number of shares withheld does not exceed the individual’s

minimum applicable withholding tax rate for federal, state and local tax liabilities.

Turk received retroactive pay for services rendered prior to the execution of the

agreement with respect to the pay periods from March 13, 2024 until May 8, 2024 in the aggregate amount of $55,743.

Current Employment Agreement with Brooke Turk

On January 2, 2026, the Company entered into a new employment agreement

with Brooke Turk, effective December 30, 2025.

The material terms of her employment agreement are substantially similar to the material

Pomeroy’s current employment agreement, except as follows.

Under the agreement, Ms.

Turk receives an annual base salary

of $600,000, subject to annual review by the Compensation Committee.

She is eligible to receive performance-based quarterly bonuses of

up to 100% of her annual base salary, based on performance objectives agreed upon between the Chief Executive Officer and Ms.

parameters approved by the Board, with the sum of all calendar year quarterly bonuses not to exceed 100% of her base salary.

received a $250,000 continuation bonus payable in six equal monthly installments.

Turk is not entitled to a housing allowance.

In connection with his appointment

as the Company’s Chief Operating Officer, the Company entered into an employment agreement with Michael Tapp on September 5, 2025,

effective September 1, 2025.

The material terms of his employment agreement are substantially similar to the material terms of Ms.

current employment agreement, except as described below.

Pursuant to his employment

agreement, Mr.

Tapp receives an annual base salary of $600,000, subject to annual review between Mr.

Tapp and the Chief Executive Officer

in light of annual Board-approved target objectives.

In addition, if the Company

completes an Acquisitive Transaction, Mr.

Tapp is entitled to a transaction bonus equal to 25% of his base salary then in effect.

The agreement has an initial

three-year term with automatic one-year renewals unless either the Company or Mr.

Tapp provides at least 90 days’ notice of non-renewal

Tapp’s employment

is terminated by death or disability, then Mr.

Tapp, his designee, his beneficiary or his estate, as applicable, will receive his base

salary through the termination date, six months of average bonus received during the 12 months prior to the termination date.

Any notice of termination

that terminates Mr.

Tapp’s employment without cause may not effect termination less than 45 days after the date of such notice.

On September 5, 2025, the

Company entered into a side letter with Mr.

Tapp, effective as of September 1, 2025, pursuant to which the Company agreed to reimburse

Tapp’s annual YPOi & chapter membership fees.

Tapp previously provided consulting services to the Company from

September 2024 through August 2025 pursuant to a consulting agreement between the Company and Ancora Management Services, LLC (“Ancora”),

an entity owned and controlled by Mr.

Tapp, for which the Company paid Ancora $475,000 of consulting fees.

Pursuant to the consulting

agreement, on October 1, 2024, the Company granted Mr.

Tapp 200 stock options with an exercise price of $47.50, which expire on October

Following Mr.

Tapp’s appointment as Chief Operating Officer in September 2025, Ancora no longer received consulting fees

under the consulting agreement, and no bonuses were paid under that arrangement.

In connection with his appointment

as the Company’s Chief Strategy Officer, the Company entered into an employment agreement with Tobin Arthur on September 19, 2024,

effective as of such date, pursuant to which he was entitled to receive an annual base salary of $300,000, and an annual cash bonus of

up to a baseline of 60% of his base salary, with the right to earn up to a cap of 90% of his base salary, applying a weighted average

percentage of the objective and subjective criteria and milestones set forth in the agreement.

Pursuant to the agreement, Mr.

Arthur received

retroactive pay for services rendered prior to the execution of the agreement with respect to the pay periods from August 1, 2024 until

September 18, 2024 in the aggregate amount of $40,000.

On January 9, 2026, the Company

entered into a new employment agreement with Tobin Arthur, effective January 5, 2026.

The material terms of his employment agreement are

substantially similar to the material terms of Ms.

Turk’s current employment agreement.

Soumya Das previously served

in executive roles with the Company and its former Inpixon Business, including as Chief Operating Officer and, most recently, Chief Executive

Officer of the Real Time Location Systems Division.

Das entered into an employment agreement effective November 7, 2016, which provided

for an annual base salary and eligibility for an annual bonus.

The agreement provided for an initial term of 24 months and automatic

renewal for an additional 12-month period.

The agreement permitted

termination by the Company with or without “just cause” (as defined therein).

Das was terminated without just cause, or

if he resigned within 24 months following a change in control due to a material diminution in position or compensation, he would

generally be entitled to severance consisting of continued base salary for a period ranging from one to six months based on tenure,

50% of any accrued but unpaid bonus, payment of accrued but unused vacation, and reimbursement of unreimbursed business

Das’s employment

agreement was amended from time to time to adjust his compensation.

Das’s base salary was increased to $275,000 effective May

31, 2018 and to $312,000 effective January 1, 2021.

Effective January 1, 2021, his incentive compensation was modified such that his

annual bonus target was increased to up to $300,000, subject to the achievement of certain milestones established by the Company.

Effective January 29, 2026,

Das resigned from his position as Chief Executive Officer of the Real Time Location Systems Division and as a director pursuant to

the terms of a separation agreement described in Item 13 of this Annual Report.

Employee Stock Incentive Plans

2018 Employee Stock Incentive Plan

as set forth below, the material terms of our 2011 Employee Stock Incentive Plan, as amended to date (the “2011 Plan”) are

substantially similar to the material terms of the 2018 Plan.

However, this description is not complete.

For more information, we refer

you to the full text of the 2011 Plan.

2011 Plan was intended to encourage ownership of Common Stock by our employees and directors and certain of our consultants in order

to attract and retain such people, to induce them to work for the benefit of us and to provide additional incentive for them to promote

The 2011 Plan (but not awards granted under the 2011 Plan) terminated in accordance with its terms on August 31, 2021

and no new awards will be issued under the 2011 Plan.

Employee and Consultant Stock Ownership Plan

2017, Legacy XTI adopted the 2017 Employee and Consultant Stock Ownership Plan (as amended, “2017 Plan”), which was amended

in 2021 to increase the maximum shares eligible to be granted under the 2017 Plan.

The Company assumed the 2017 Plan in connection with

the XTI Merger.

The Company may issue awards in the form of restricted stock units and stock options to employees, directors, and consultants.

Under the 2017 Plan, stock options are generally granted with an exercise price equal to the estimated fair value of the Company’s

common stock, as determined by the Board on the date of grant.

Options generally have contractual terms of ten years.

stock options may only be granted to employees, whereas all other stock awards may be granted to employees, directors and consultants.

Authorized for Issuance under Equity Compensation Plans

following table provides information as of December 31, 2024 regarding the shares of our common stock to be issued upon exercise of outstanding

options or available for issuance under equity compensation plans and other compensation arrangements that were (i) adopted by our security

holders and (ii) were not approved by our security holders.

The Amended and Restated XTI

Aerospace, Inc.

2018 Employee Stock Incentive Plan (the “2018 Plan”), originally adopted in January 2018 and most recently

amended and restated effective August 18, 2025, provides for the grant of equity-based awards to employees, officers, directors, consultants

and other service providers.

The 2018 Plan is intended to promote the long-term success of the Company by aligning the interests of participants

with those of stockholders and enhancing the Company’s ability to attract, retain and motivate qualified personnel.

Share Reserve

Subject to adjustment for certain

corporate transactions, the maximum number of shares of common stock initially authorized for issuance under the 2018 Plan was 40,000,000

The share reserve automatically increases on the first day of each calendar quarter beginning January 1, 2022 and continuing

through October 1, 2028 by the lesser of:

● 20 % of the outstanding shares of common

stock on the last day of the immediately preceding calendar quarter, or

lesser number as determined by the Committee.

In no event may more than 120,000,000

shares be issued under the 2018 Plan.

As of the date of this Annual Report, approximately 80 million shares are authorized for issuance

under the 2018 Plan.

Shares underlying forfeited

or expired awards generally become available for future grants, subject to the overall share limit.

Types of Awards

The 2018 Plan permits the grant

stock options,

● Non-qualified

stock options,

appreciation rights,

The exercise price of stock

options may not be less than the fair market value of the Company’s common stock on the date of grant (or 110% of fair market value

in the case of certain 10% stockholders for incentive stock options).

Administration

The 2018 Plan is administered

by the Board of Directors or a committee thereof, which currently is the Compensation Committee.

The administrator has broad authority

to determine the terms and conditions of awards, including the number of shares subject to awards, vesting schedules, performance conditions,

and other restrictions.

Pursuant to the 2018 Plan, the Board may authorize one or more Company

officers to designate eligible recipients and determine the number of shares subject to awards, within limits established by the Board.

In addition, the Committee may delegate specified administrative functions to officers of the Company pursuant to a written delegation.

On August 18, 2025, the Board granted the Company’s Chief Financial Officer the authority to grant stock options and restricted

stock units to eligible recipients under the 2018 Plan from an equity pool of 10,000,000 shares of common stock.

Awards may be granted to employees,

officers, non-employee directors, consultants, vendors and other individuals having a business relationship with the Company or its subsidiaries.

Termination of Service

Unless otherwise provided in

an award agreement, unvested awards are forfeited upon a participant’s termination of service.

Vested stock options generally remain

exercisable for a limited period following termination, subject to the terms of the applicable award agreement.

Corporate Transactions

In the event of certain mergers,

reorganizations, asset sales or other material transactions, the administrator may provide for the assumption or substitution of awards,

acceleration of vesting, cash-out of awards, or other adjustments as determined appropriate.

Amendments and Termination

The 2018 Plan will terminate

on January 4, 2028, unless earlier terminated by the Board.

The Board may amend the 2018 Plan at any time, subject to stockholder approval

where required by applicable law or stock exchange rules.

No amendment may materially impair outstanding awards without the consent of

the affected participant.

2017 Employee and Consultant

Stock Ownership Plan

2017, Legacy XTI adopted the 2017 Employee and Consultant Stock Ownership Plan (as amended, the “2017 Plan”).

The 2017 Plan

was amended in 2021 to increase the maximum number of shares authorized for issuance thereunder.

The Company assumed the 2017 Plan in

connection with the XTI Merger.

to a subsequent Board resolution, no further awards may be granted under the 2017 Plan.

As of December 31, 2025, approximately 2,700

stock options remain outstanding under the 2017 Plan.

These options were generally granted with exercise prices equal to the estimated

fair value of the Company’s common stock on the date of grant and have contractual terms of up to ten years.

2017 Plan will remain in effect solely for purposes of administering and settling outstanding awards in accordance with their terms.

Securities Authorized for Issuance under Equity Compensation

The following table provides

information as of December 31, 2025 regarding the shares of our common stock to be issued upon exercise of outstanding options or available

for issuance under equity compensation plans and other compensation arrangements that were (i) adopted by our security holders and (ii)

were not approved by our security holders.

Plan Category

exercise price

of outstanding

Number of securities

securities to

upon exercise

available for

(excluding securities reflected in

column a) (c)

Equity compensation plans approved by security holders

15,941,550 (1)

64,166,804 (2)

Equity compensation plans not approved by security holders

2,666 shares of common stock that may be issued pursuant to outstanding stock options granted under the 2017 Plan and 48,519 shares

of common stock that may be issued pursuant to outstanding stock options granted under the 2018 Plan.

0 shares of common stock available for future issuance in connection with equity award grants under the 2017 Plan and 38,359 shares

Represents 2,667 shares of common stock that may be issued pursuant to outstanding stock options granted under the 2017 Plan and 15,938,883 shares of common stock that may be issued pursuant to outstanding stock options granted under the 2018 Plan.

Represents shares

of common stock available for future issuance in connection with equity award grants under the 2018 Plan.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees and for reviewing, and recommending to the Board for approval, all

director compensation.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

We may also grant equity awards to individuals upon

hire, determined on a case-by-case basis.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness

of our compensation packages, provided that the Company grants its non-employee directors stock options annually pursuant to our non-employee

director compensation policy adopted in May 2024 (see “- Director Compensation” for more information).

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

following table presents information regarding stock options issued to the Named Executive Officers during the year ended December 31,

2024 during any period beginning four business days before the filing of a periodic report on Form 10-K or Form 10-Q, or the filing or

furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a new material

option award) and ending one business day after the filing or furnishing of such report with the SEC.

On June 12, 2024, the Company granted

options to the Named Executive Officers.

On June 14, 2024, the Company filed a current report on Form 8-K disclosing material non-public

Policies and Practices

for Granting Certain Equity Awards

Our policies and practices

regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the

integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards

to executives and other eligible employees and for reviewing, and recommending to the Board for approval, all director compensation.

The timing of equity award

grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance

targets, market conditions and internal milestones.

We may also grant equity awards to individuals upon hire, determined on a case-by-case

The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered

on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation

packages, provided that the Company grants its non-employee directors stock options annually pursuant to our non-employee director compensation

policy adopted in May 2024 (see “- Director Compensation” for more information).

In determining the timing

and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such

grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures

to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal

counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to

maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the

timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance

and continue to serve the best interests of the Company and its shareholders.

The following table presents

information regarding stock options issued to the Named Executive Officers during the year ended December 31, 2025 during any period

beginning four business days before the filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current

report on Form 8-K that discloses material nonpublic information (other than a Form 8-K disclosing a new material option award) and ending

one business day after the filing or furnishing of such report with the SEC.

fair value of

8 unchanged sentences

day beginning immediately

the disclosure of

following the disclosure of

material nonpublic

Scott Pomeroy

following table provides certain summary information concerning compensation awarded to, earned by or paid to our Directors in the year

ended December 31, 2024 except Scott Pomeroy and Soumya Das, whose aggregate compensation information has been disclosed above.

Current Non-Executive Directors:

Leonard Oppenheim (2)

Tanveer Khader (3)

fair value of the director option grants are estimated on the date of grant using the Black-Scholes option pricing model with key

weighted average assumptions, expected stock volatility and risk free interest rates based on US Treasury rates from the applicable

Oppenheim resigned from the Board, effective as of March 31, 2024.

Khader resigned from the Board, effective as of the effective time of the XTI Merger on March 12, 2024.

are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising

their responsibilities and duties as a director.

July 1, 2015, the Board approved the following compensation plan for the independent directors payable in accordance with each independent

director’s services agreement:

$30,000 per year for their services rendered on the Board, $15,000 per year for service as the Audit

Committee chair, $10,000 per year for service as the Compensation Committee chair, $6,000 per year for service on the Audit Committee,

$4,000 per year for service on the Compensation Committee, $2,500 per year for service on the Governance Committee, a one-time non-qualified

stock option grant to purchase 20,000 shares of Common Stock (not adjusted for any subsequent reverse stock splits) under the 2011 Plan

and restricted stock awards of 20,000 shares of Common Stock (not adjusted for any subsequent reverse stock splits) under the 2011 Plan,

which are granted in four equal installments on a quarterly basis and are each 100% vested upon grant.

January 25, 2019, each independent director entered into an amendment to his respective director services agreement pursuant to which

the Company agreed to grant each independent director, so long as such director continues to fulfill her or his duties and provide services

pursuant to their services agreement, an annual non-qualified stock option to purchase up to 20,000 shares of Common Stock (not adjusted

for any subsequent reverse stock splits) in lieu of the above-mentioned equity awards.

Each stock option grant will be subject to the

approval of the Board, which shall determine the appropriate vesting schedule, if any, and the exercise price.

May 16, 2022, Mr.

Irfan’s Director Services Agreement (as amended, the “Amended Director Services Agreement”)

was amended to increase his quarterly compensation by an additional $10,000 per month as consideration for the additional time and efforts

dedicated to the Company and management in support of the evaluation of strategic relationships and growth initiatives.

The Amended Director

Services Agreement superseded and replaced all prior agreements by and between the Company and Mr.

On May 1, 2024, the Board approved and adopted the following compensation

policy for the Company’s non-employee directors:

$50,000 per year for general availability and participation in meetings and conference

calls of the Board, $20,000 per year for service as the Audit Committee chair, $15,000 per year for service as the Compensation Committee

chair, $10,000 per year for service as the Governance Committee chair, $10,000 per year for service on the Audit Committee, $7,500 per

year for service on the Compensation Committee, $5,000 per year for service on the Governance Committee.

All cash compensation will be

payable quarterly in arrears.

Each of the Company’s non-employee directors will also receive an annual grant of stock options pursuant

to the 2018 Plan, with a fair market value equal to the aggregate annual cash retainer for the applicable director based upon a Black-Scholes

option pricing model.

The exercise price of the stock options will be equal to the market price of the Common Stock at the time of grant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of April 11,

2025, regarding the beneficial ownership of our common stock by the following persons:

Named Executive Officers;

of our current executive officers and directors as a group;

person or entity who, to our knowledge, owns more than 5% of our common stock.

Except as indicated in the footnotes to the following table, subject

to applicable community property laws, each stockholder named in the table has sole voting and investment power.

Unless otherwise indicated,

the address for each stockholder listed is c/o XTI Aerospace, Inc., 8123 InterPort Blvd., Suite C, Englewood, CO 80112.

common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of April 11, 2025,

are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options,

warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

The information provided

in the following table is based on our records, information filed with the SEC, and information furnished by our stockholders.

Scott Pomeroy

Former Executive:

Director Compensation

The following table provides

certain summary information concerning compensation awarded to, earned by or paid to our directors in the year ended December 31, 2025 except

Scott Pomeroy and Soumya Das, whose aggregate compensation information has been disclosed above.

Fees Earned or paid in cash

Option awards

Non-equity Incentive plan compensation

Nonqualified deferred compensation earnings

All other compensation

Clinton Weber (2)

Jonathan Ornstein (3)

Kareem Irfan (4)

(1) The fair value of the director option grants are estimated on

the date of grant using the Black-Scholes option pricing model with key weighted average assumptions, expected stock volatility and risk

free interest rates based on US Treasury rates from the applicable periods.

Clinton Weber was elected to the Board at the Company’s 2025 annual meeting of stockholders held on December 30, 2025.

Jonathan Ornstein was appointed to the Board on February 1, 2026.

Kareem Irfan was not nominated for re-election at the Company’s 2025 annual meeting of stockholders and ceased serving as a member of the Board upon the expiration of his term.

are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising their responsibilities and duties as a director.

On May 1, 2024, the Board

approved and adopted the following compensation policy for the Company’s non-employee directors:

$50,000 per year for general availability

and participation in meetings and conference calls of the Board, $20,000 per year for service as the Audit Committee chair, $15,000 per

year for service as the Compensation Committee chair, $10,000 per year for service as the Governance Committee chair, $10,000 per year

for service on the Audit Committee, $7,500 per year for service on the Compensation Committee, $5,000 per year for service on the Governance

All cash compensation will be payable quarterly in arrears.

Each of the Company’s non-employee directors will also receive

an annual grant of stock options pursuant to the 2018 Plan, with a fair market value equal to the aggregate annual cash retainer for the

applicable director based upon a Black-Scholes option pricing model.

The exercise price of the stock options will be equal to the market

price of the common stock at the time of grant.

The Company entered into director

services agreements with each of its non-employee directors which include the foregoing compensation provisions.

The director services

agreements permit the non-employee directors to elect, by written notice to the Company, any cash compensation to be satisfied, in whole

or in part, in the form of a restricted stock grant issuable pursuant to the 2018 Plan with terms to be approved by the Board or an authorized

committee thereof.

In addition, the director services agreements permit the non-employee directors to resign from the Board at any time

upon 30 days prior written notice or such shorter period as the parties may agree upon.

The director services agreements include non-competition

and non-solicitation covenants.

Effective February 1, 2026,

the Company entered into a consulting agreement with David Brody, pursuant to which Mr.

Brody will provide advisory and strategic consulting

services to the Company.

Under the agreement, Mr.

Brody will receive a monthly consulting fee of $20,000 and he received a grant of stock

options under the Company’s 2018 Plan, subject to the applicable vesting provisions and other terms of the 2018 Plan and the award

The consulting agreement has an initial term of four years.

Effective February 1, 2026, Mr.

Brody resigned from all Board committees

and became a non-independent director in connection with his new role as a consultant.

As a non-employee director, he will continue to

receive a cash retainer of $50,000 per year and an annual grant of stock options with a fair market value equal to this annual cash retainer.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

certain information as of March 31, 2026, regarding the beneficial ownership of our common stock by the following persons:

our Named Executive Officers;

each director;

all of our current executive

officers and directors as a group;

each person or entity who,

to our knowledge, owns more than 5% of our common stock.

Except as indicated in the

footnotes to the following table, subject to applicable community property laws, each stockholder named in the table has sole voting and

investment power.

Unless otherwise indicated, the address for each stockholder listed is c/o XTI Aerospace, Inc., 8123 InterPort Blvd.,

Suite C, Englewood, CO 80112.

Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable

within 60 days of March 31, 2026, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage

of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other

The information provided in the following table is based on our records, information filed with the SEC, and information

furnished by our stockholders.

Name of Beneficial Owner

1 unchanged sentence

Scott Pomeroy

2,371,199 (2)

1,387,993 (3)

Clinton Weber

Jonathan Ornstein

All current executive officers and directors as a group (8 persons)

Nadir Ali - former chief executive officer

Wendy Loundermon - former chief financial officer

6,587,676 (8)

Soumya Das - former Chief Executive Officer of Real Time Location System Division, and Director

More than 5% shareholders

beneficial ownership of less than 1%.

Based on 5,537,540 shares outstanding as of April 11, 2025.

Includes (i) 1,429 shares of common stock held of record by Mr.

and (ii) 3 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2025.

on 38,472,204 shares outstanding as of March 31, 2026.

(i) 1,429 shares of common stock held of record by Mr.

Pomeroy and (ii) 2,369,770 shares of common stock issuable upon exercise of

options exercisable within 60 days of March 31, 2026.

1,387,993 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026.

Includes 806,296

shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026.

77,327 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026.

(i) 5,356 shares of common stock held indirectly through the Jason S.

Brody 2019 Trust, of which David Brody is the trustee and (ii)

1,067 shares of common stock held directly by Mr.

Does not include (i) 3,206 shares of common stock held indirectly through

Brody 2019 Trust, of

which David Brody is the trustee, (ii) 1,066 shares of common stock held directly by Mr.

Brody, and (iii) 536,631 shares of common stock issuable upon exercise of options exercisable

within 60 days of March 31, 2026.

Does not include (i) 3,206

shares of common stock held indirectly through the David E.

Brody 2019 Spousal Trust, of which Susan R.

Brody’s spouse, is the trustee and (ii) 366 shares held

spouse, is the trustee and (ii) 366 shares held by Susan R.

Brody, as to which Mr.

Brody disclaims beneficial ownership.

14,881 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026.

current directors and executive officers are:

Scott Pomeroy (Chief Executive Officer, Chairman and Director), Brooke Turk (Chief

Financial Officer), Tobin Arthur (Chief Strategy Officer), Soumya Das (Chief Executive Officer, Real Time Location System Division,

and Director), Tensie Axton (Director), David Brody (Director and Secretary) and Kareem Irfan (Director).

Includes (i) 7,852

shares of common stock held directly, or by spouse or relative, and (ii) 3 shares of common stock issuable upon exercise of

options exercisable within 60 days of April 11, 2025 .

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Approval or Ratification of Transactions with Related Persons.

Board reviews issues involving potential conflicts of interest, and reviews and approves all related party transactions, including those

required to be disclosed as a “related party” transaction under applicable federal securities laws.

The Board has not adopted

any specific procedures for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific

facts and circumstances presented.

However, to the extent a potential related party transaction is presented to the Board, the Company

expects that the Board would become fully informed regarding the potential transaction and the interests of the related party, and would

have the opportunity to deliberate outside of the presence of the related party.

The Company expects that the Board would only approve

a related party transaction that was in the best interests of the Company, and further would seek to ensure that any completed related

party transaction was on terms no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party.

Other than as described below, no transaction requiring disclosure under applicable federal securities laws occurred since fiscal year

2023 that was submitted to the Board for approval as a “related party” transaction.

Party Transactions

SEC regulations define the related person transactions that require

disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or one

percent of the average of our total assets at year-end for the last two completed fiscal years in which we were or are to be a participant

and in which a related person had or will have a direct or indirect material interest.

A related person is:

(i) an executive officer,

director or director nominee, (ii) a beneficial owner of more than 5% of our Common Stock, (iii) an immediate family member

of an executive officer, director or director nominee or beneficial owner of more than 5% of our Common Stock, or (iv) any entity

that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest

the period from January 1, 2023, through the date of this report, described below are certain transactions or series of transactions

between us and certain related persons.

Settlement Agreement with Nadir Ali, 3AM,

and Grafiti Group

On March 27, 2025 (the “Effective

Date”), XTI Aerospace, Inc.

(the “Company”) entered into a settlement agreement with 3AM Investments LLC (an entity

controlled by Nadir Ali (“Ali”), the Company’s former Chief Executive Officer and a former director of the Company)

(“3AM”), Grafiti Group LLC (“Grafiti Group”) and Ali (the “Settlement Agreement”).

The terms of the

Settlement Agreement include:

Financial Officer), Tobin Arthur (Chief Strategy Officer), Michael Tapp (Chief Operating Officer), Tensie Axton (Director), David

Brody (Director and Secretary) Clinton Weber (Director), and Jonathan Ornstein (Director).

Includes (i) 7,851 shares of common

stock held directly, or by spouse or relative, and (ii) 6,579,825 shares of common stock issuable upon exercise of options

exercisable within 60 days of March 31, 2026.

81,901 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2026.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification

of Transactions with Related Persons.

The Board reviews issues involving

potential conflicts of interest, and reviews and approves all related party transactions, including those required to be disclosed as

a “related party” transaction under applicable federal securities laws.

The Board has not adopted any specific procedures

for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific facts and circumstances

However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board

would become fully informed regarding the potential transaction and the interests of the related party, and would have the opportunity

to deliberate outside of the presence of the related party.

The Company expects that the Board would only approve a related party transaction

that was in the best interests of the Company, and further would seek to ensure that any completed related party transaction was on terms

no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party.

Other than as described below,

no transaction requiring disclosure under applicable federal securities laws occurred since fiscal year 2024 that was submitted to the

Board for approval as a “related party” transaction.

Related Party Transactions

SEC regulations define the

related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved

exceeds the lesser of $120,000 or one percent of the average of our total assets at year -end for the last two completed fiscal years

in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest.

related person is:

(i) an executive officer, director or director nominee, (ii) a beneficial owner of more than 5% of our common

stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5%

of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing

persons has a substantial ownership interest or control.

For the period from January

1, 2024, through the date of this report, described below are certain transactions or series of transactions between us and certain related

Separation Agreement with Soumya Das

In connection with the planned

disposition of the Inpixon Business, the Company and Soumya Das entered into a separation agreement, effective January 29, 2026, pursuant

Das resigned from his positions as a director, as chief executive officer of the Company’s Real-Time Location Systems

division and all other positions held with the Company.

In consideration for Mr.

Das’ resignations, the Company paid him severance

and related benefits totaling approximately $718,000.

The Company also agreed to pay his COBRA costs for one year in the amount of approximately

$39,500, reimburse his pre-approved business expenses, and accelerate the vesting of outstanding equity awards.

Conditional Aircraft Purchase Agreement

Jonathan Ornstein was previously

the chief executive officer of Mesa.

Mesa and Legacy XTI are parties to a conditional aircraft purchase agreement relating to the purchase

of aircraft at a price to be determined pursuant to the agreement and currently expected to be approximately $1 billion.

price remains subject to significant technical, regulatory, financing, and market contingencies.

Mesa’s obligations to purchase

the aircraft arise only after all material terms are agreed upon, in the discretion of each party.

If the parties do not agree on such

material terms, either party will have the right to terminate the agreement if such party determines in its discretion that it is not

likely that the material terms will be agreed to in a manner consistent with such party’s business and operational interests (as

those interests may change from time to time).

No aircraft purchases have occurred under the agreement.

Strategic Transaction Bonus Plan

On July 24, 2023, the Compensation

Committee adopted a Transaction Bonus Plan, which was amended on March 11, 2024 (as amended, the “Strategic Transaction Bonus Plan”),

which provided for the payment of certain bonuses upon the closing of qualified transactions, including the XTI Merger, to certain employers

and other service providers, including Nadir Ali (the Company’s former Chief Executive Officer and a former director of the Company),

Wendy Loundermon (the Company’s former Chief Financial Officer and a former director of the Company) and Soumya Das (the Company’s

former Chief Executive Officer of its Real Time Location System Division and a former director of the Company).

During the third and fourth

quarter of 2024, the Company paid $2.0 million of the strategic transaction bonuses.

As of March 31, 2025, the Company fully repaid the

remaining $4.3 million strategic transaction bonuses.

Settlement Agreement

with Nadir Ali, 3AM, and Grafiti Group

On March 27, 2025 (the

“Effective Date”), the Company entered into a settlement agreement with 3AM Investments LLC (an entity controlled by

Nadir Ali (“Ali”), the Company’s former Chief Executive Officer and a former director of the Company) (“3AM”),

Grafiti Group LLC, an entity controlled by Ali (“Grafiti Group”), and Ali (the “Settlement Agreement”).

of the Settlement Agreement include:

Preferred Stock Redemption .

The Company and 3AM entered into that certain securities purchase agreement dated as of March 12, 2024 (the “Series 9 Purchase Agreement”),

pursuant to which 3AM acquired 1,500 shares of the Company’s Series 9 Preferred Stock, of which 1,164.12 shares of Series 9 Preferred

Stock were issued and outstanding as of March 27, 2025 (the “Outstanding Preferred Stock”).

Pursuant to the Settlement Agreement,

on the Effective Date, the Company delivered the aggregate amount of $1,251,651.26 (the “Series 9 Redemption Amount”)

by wire transfer of immediately available funds to an account designated in writing by Ali, for the redemption of the Outstanding Preferred

to the Settlement Agreement, on the Effective Date, the Company delivered the aggregate amount of $1,251,651 (the “Series 9

Redemption Amount”) to Ali for the redemption of 1,164.12 shares of Series 9 Preferred Stock outstanding as of such date.

Following Ali’s receipt of the Series 9 Redemption Amount, Ali no longer held any shares of Series 9 Preferred Stock.

of the date of this report, there are no shares of Series 9 Preferred Stock issued and outstanding.

Termination of Ali Consulting

The Settlement Agreement provides that effective as of the Effective Date, that certain Consulting Agreement, dated

March 12, 2024 by and between the Company and Ali (the “Ali Consulting Agreement”) is terminated, and in lieu of the $2,775,000

(the “Ali Advisory Fees”) that would be owed to Ali pursuant to the terms of the Ali Consulting Agreement as a result of the

termination of such Ali Consulting Agreement prior to the 15 month anniversary of the effective date thereof, the Company agreed

(i) that the aggregate amount of $1,000,000 (the “Grafiti Purchase Amount”) required to be delivered by Grafiti Group pursuant

to that certain Equity Purchase Agreement, dated February 16, 2024, by and among the Company, Grafiti LLC, and Grafiti Group, as amended

(the “Equity Purchase Agreement”), shall be deemed to be satisfied in full and no further amounts shall be payable to the

Company by Grafiti Group or any of its affiliated parties pursuant to the Equity Purchase Agreement;

(ii) to deliver a cash amount of

$60,000 (the “Outstanding Amount”) to Ali by wire transfer of immediately available funds;

and (iii) to deliver $1,500,000

(the “Deferred Amount”) by wire transfer of immediately available funds in three equal installments of $500,000 (“Installment

Amounts”) each on June 30, 2025, September 30, 2025 and December 30, 2025 (the “Deferred Amount Installment Dates”).

Any Installment Amount that is not paid by the applicable due dates will be subject to interest at a rate of 18% per annum.

of the Outstanding Amount and the Deferred Amount in accordance with the terms of the Settlement Agreement, the Ali Advisory Fees shall

be deemed to be satisfied in full and no further amounts shall be payable by the Company to Ali or his affiliated parties pursuant

to the Ali Consulting Agreement.

On March 31, 2025, the Company

paid the Outstanding Amount in full.

As of the date of this report, the Deferred Amount remains outstanding.

Former Management Payments.

to the Settlement Agreement, the Company agreed to pay the Former Management Payments (as defined below) on the earlier of (a) the closing

date of the Company’s next financing transaction and (b) 30 days following the Effective Date of the Settlement Agreement, subject

to certain penalties for late payment.

The “Former Management Payments” comprise (i) an aggregate amount of $803,260.65 (the

“Bonus Plan Payment”) that, as of the Effective Date, remains payable to the recipients of bonuses payable pursuant to that

certain Strategic Transaction Bonus Plan, adopted on July 24, 2023 and as amended (the “Bonus Plan”) together with (ii) an

aggregate amount of $303,372.87 (the “Loundermon Advisory Fee”) that, as of the Effective Date, is payable to Wendy Loundermon,

the Company’s former Chief Financial Officer and a former director of the Company (“Loundermon”), pursuant

to that certain Consulting Agreement, dated March 12, 2024, by and between the Company and Loundermon (the “Loundermon Consulting

On March 31, 2025, the Company

paid all amounts due under the Former Management Payments in full.

Ali Release .

the Effective Date, Ali, on behalf of himself and his former and current affiliated entities, including 3AM, Grafiti LLC and Grafiti Group

(collectively, the “Ali Parties”) agreed to release the Company and each of its former and current subsidiaries, divisions,

affiliates, predecessors, successors, assigns, and its and their respective employees, officers, directors, shareholders, members, partners,

trustees, joint venturers, attorneys, agents, and representatives (collectively, the “XTI Parties”), from and with respect

to any and all claims, demands, causes of action, damages, obligations, liabilities, costs, and expenses of any kind or nature whatsoever

(collectively, “Ali Claims”), arising out of any obligations of the Company with respect to the Ali Consulting Agreement,

the Series 9 Purchase Agreement and the portion of the Bonus Plan relating to Ali, whether known or unknown, foreseen or unforeseen, that

the Ali Parties, or any of them, ever had, now have, or may have against the XTI Parties, or any of them, from the beginning of time through

and including the Completion Date (as defined below).

As used in the Settlement Agreement, the term “Completion Date” means

the date on which the Company has delivered (i) the Series 9 Redemption Amount to Ali by wire transfer of immediately available funds;

(ii) the Deferred Amount to Ali by wire transfer of immediately available funds;

(iii) the Outstanding Amount to Ali by wire transfer

of immediately available funds;

(iv) the Former Management Payments to Loundermon and the recipients of the Bonus Plan Payments by wire

transfer of immediately available funds.

the Effective Date, the XTI Parties agreed to release the Ali Parties from and with respect to any and all claims, demands, causes of

action, damages, obligations, liabilities, costs, and expenses of any kind or nature whatsoever (collectively, “XTI Claims”),

arising out of any obligations of the Ali Parties with respect to any obligation of the Ali Parties in connection with the payment of

the purchase price as set forth in the Equity Purchase Agreement, the Ali Consulting Agreement, the Series 9 Purchase Agreement and the

portion of the Bonus Plan relating to Ali, whether known or unknown, foreseen or unforeseen, that the XTI Parties, or any of them, ever

had, now have, or may have against the Ali Parties, or any of them, from the beginning of time through and including the Completion Date.

Entire Agreement.

Settlement Agreement provides that it supersedes any prior consents or agreements regarding the allocation of financing proceeds for the

payment of any obligations of the Company described in the Settlement Agreement.

2025 Consent from 3AM

On February 12, 2025, the

Company obtained a written consent (the “February 2025 Consent”) from 3AM as the Required Holder (as defined below) of the

Company’s Series 9 Preferred Stock, in connection with the Company’s now expired “at the market” offering program

pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim Group LLC, as

amended from time to time (the “ATM”).

Pursuant to the February 2025 Consent, 3AM authorized the Company to raise up to an

additional $10 million of common stock under the ATM in consideration for the Company’s agreement to pay 20% of the gross proceeds

(the “Payment Amount”) of any sale by the Company of any debt or equity securities of the Company, including but not limited

to sales of common stock under the ATM (each, a “Financing”), (a) first, to those certain employees and other service providers,

including Nadir Ali, Wendy Loundermon (the Company’s former Chief Financial Officer and a former director of the Company) and Soumya

Das (the Company’s Chief Executive Officer of its Real Time Location System Division and a current director of the Company) (the

“Bonus Plan Recipients”), entitled to bonuses payable pursuant to that certain Transaction Bonus Plan, adopted on July 24,

2023, as amended from time to time (“Bonus Plan Payments”);

and (b) second, to the extent the Bonus Plan Payments have been

fully satisfied, any remaining portion of the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9

Preferred Stock.

Payments will be due on (i) with respect to ATM sales, every Monday for the prior week’s ATM sales, and (ii) with

respect to any other Financing, five business days following the closing of such Financing.

The terms of the February 2025 Consent were

superseded by the terms of the Settlement Agreement, as described above under “- Settlement Agreement with Nadir Ali, 3AM, and

Grafiti Group.”

The Settlement Agreement provides that effective as of the Effective Date, the Ali Consulting Agreement (as defined

below) was terminated, and in lieu of the $2,775,000 (the “Ali Advisory Fees”) that would be owed to Ali pursuant to the

terms of the Ali Consulting Agreement as a result of the termination of such Ali Consulting Agreement prior to the 15 month anniversary

of the effective date thereof, the Company agreed (i) that the aggregate amount of $1,000,000 (the “Grafiti Purchase Amount”)

required to be delivered by Grafiti Group pursuant to that certain Equity Purchase Agreement, dated February 16, 2024, by and among

the Company, Grafiti LLC, and Grafiti Group, as amended (the “Equity Purchase Agreement”), shall be deemed to be satisfied

in full and no further amounts shall be payable to the Company by Grafiti Group or any of its affiliated parties pursuant to the Equity

Purchase Agreement;

(ii) to deliver a cash amount of $60,000 (the “Outstanding Amount”) to Ali by wire transfer of immediately

available funds;

and (iii) to deliver $1,500,000 (the “Deferred Amount”) by wire transfer of immediately available funds

in three equal installments of $500,000 (“Installment Amounts”) each on June 30, 2025, September 30, 2025 and December 30,

2025 (the “Deferred Amount Installment Dates”).

Any Installment Amount that is not paid by the applicable due dates will

be subject to interest at a rate of 18% per annum.

Upon payment of the Outstanding Amount and the Deferred Amount in accordance with

the terms of the Settlement Agreement, the Ali Advisory Fees shall be deemed to be satisfied in full and no further amounts shall be

payable by the Company to Ali or his affiliated parties pursuant to the Ali Consulting Agreement.

On March 31, 2025, the

Company paid the Outstanding Amount of $60,000 in full.

On June 30, 2025, the Company paid the first Installment amount of $500,000

On September 30, 2025, the Company paid the second Installment amount of $500,000 to Ali.

On December 28, 2025, the Company

paid the third and final Installment amount of $500,000 to Ali.

Former Management

Pursuant to the Settlement Agreement, the Company agreed to pay the Former Management Payments (as defined

below) on the earlier of (a) the closing date of the Company’s next financing transaction and (b) 30 days

following the Effective Date of the Settlement Agreement, subject to certain penalties for late payment.

Management Payments” comprise (i) an aggregate amount of $803,260.65 that, as of the Effective Date, remained payable to

the recipients of bonuses payable pursuant to the Strategic Transaction Bonus Plan together with (ii) an aggregate amount of

$303,372.87 that, as of the Effective Date, was payable to Wendy Loundermon, the Company’s former Chief Financial Officer and

a former director of the Company, pursuant to the Loundermon Consulting Agreement (as defined below).

On March 31, 2025, the

Company paid amounts due under the Former Management Payments in full.

The Settlement Agreement

includes a mutual release of certain claims and provides that it supersedes any prior consents or agreements regarding the allocation

of financing proceeds for the payment of any obligations of the Company described in the Settlement Agreement.

February 2025 Consent from 3AM

On February 12, 2025,

the Company obtained a written consent (the “February 2025 Consent”) from 3AM as the Required Holder (as defined below)

of the Company’s Series 9 Preferred Stock, in connection with the Company’s now expired “at the market”

offering program pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and

Maxim Group LLC, as amended from time to time (the “ATM”).

Pursuant to the February 2025 Consent, 3AM authorized the

Company to raise up to an additional $10 million of common stock under the ATM in consideration for the Company’s agreement

to pay 20% of the gross proceeds (the “Payment Amount”) of any sale by the Company of any debt or equity securities of the

Company, including but not limited to sales of common stock under the ATM (each, a “Financing”), (a) first, to those

certain employees and other service providers, including Nadir Ali, Wendy Loundermon and Soumya Das (the “Bonus Plan Recipients”),

entitled to bonuses payable pursuant to the Strategic Transaction Bonus Plan (“Bonus Plan Payments”);

and (b) second,

to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be applied to the

redemption of outstanding shares of the Series 9 Preferred Stock.

The terms of the February 2025 Consent were superseded by

the terms of the Settlement Agreement, as described above under “— Settlement Agreement with Nadir Ali, 3AM, and Grafiti

The term “Required

Holders” is defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock as the holders of

at least a majority of the outstanding Series 9 Preferred Stock;

provided that, pursuant to that certain securities purchase agreement

dated as of March 12, 2024, by and between the Company and 3AM, 3AM will be deemed a “Required Holder” as long as 3AM holds

any shares of Series 9 Preferred Stock.

As of the date of this report, there are no shares of Series 9 Preferred Stock issued and outstanding.

2025 Consent from 3AM

accordance with the terms of the Series 9 Preferred Stock Certificate of Designation, the Company obtained a written consent, effective

as of January 7, 2025 (the “January 2025 Consent”), from 3AM as the Required Holder of the Series 9 Preferred Stock, authorizing

the Company to issue securities in a best efforts public offering that closed on January 10, 2025 (the “Offering”) in consideration

for the Company’s agreement to pay, within five business days of the closing, 20% of the approximately $20 million of gross proceeds

from the Offering (the “Payment Amount”), (a) first, to the Bonus Plan Recipients (the “Bonus Plan Payments”);

and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of the Payment Amount shall be

applied to the redemption of outstanding shares of the Series 9 Preferred Stock (the “Redemption”).

Pursuant to the January

2025 Consent, on January 13, 2025, the Company paid an aggregate of approximately $3.5 million in Bonus Plan Payments, after which payment

no portion of the Payment Amount remained to pay the Redemption.

2024 Consent from 3AM

On December 23, 2024, the Company received a consent and waiver from

3AM as the Required Holder of the Series 9 Preferred Stock, authorizing the Company to raise up to an additional $5,000,000 under the

ATM in consideration for the Company’s agreement to allocate the 15% Redemption Amount (as defined below) to the Bonus Plan Recipients,

in lieu of 3AM, as the remaining holder of Series 9 Preferred Stock, following the date on which Streeterville no longer owns any shares

of Series 9 Preferred Stock.

2024 Consent Waiver and Release, and Letter Agreement with Nadir Ali

June 14, 2024, the Company obtained a written consent (the “June 2024 Consent”) from the Required Holders of the Series 9

Preferred Stock, pursuant to which the Required Holders approved a $47.4 million increase to the ATM (the “Maximum Amount”),

provided that, among other things, the Company obtains the consent of the Required Holders for sales of our Common Stock under the ATM

in excess of $6 million up to the Maximum Amount.

November 17, 2024, the Company entered into a Consent Waiver and Release Agreement (the “Consent Agreement”) with 3AM

and Streeterville Capital, LLC (“Streeterville”, and together with 3AM, the “Series 9 Holders”), each as

a Required Holder, pursuant to which the Series 9 Holders authorized the Company to raise up to an additional $5,000,000 under the

ATM (the “ATM Increase”) in consideration for the Company’s agreement to pay 20% of the proceeds it receives from sales

under the ATM in connection with the ATM Increase (the “Redemption Proceeds”) to the Series 9 Holders to redeem a portion

of their Series 9 Preferred Stock, to be distributed as follows:

(i) 75% of the Redemption Proceeds to Streeterville (15% of

all proceeds received from sales under the ATM) (“15% Redemption Amount”), and (ii) 25% of the Redemption Proceeds to

3AM (5% of all proceeds received from sales under the ATM).

Distribution payments will be made by wire transfer of immediately available

funds every Monday for the prior week’s Redemption Proceeds and will be used to partially redeem the Series 9 Preferred Stock.

Additionally,

pursuant to the Consent Agreement, each of Streeterville and 3AM agreed to waive any past breach of or failure to perform any of the

Company’s covenants, obligations, conditions or agreements contained in (i) the Certificate of Designations, (ii) the

June 2024 Consent, (iii) in the case of 3AM, the SPA and (iv) in the case of Streeterville, the Secured Promissory Note

dated as of May 1, 2024 and the Secured Promissory Note dated as of May 24, 2024 issued by the Company to Streeterville (such

notes, together, the “Secured Notes”).

Each of Streeterville and 3AM also agreed that none of such breaches or failures of

perform shall constitute an Event of Default (as defined in the Certificate of Designations or the Secured Notes, as applicable) under

the Certificate of Designations or, in the case of Streeterville, the Secured Notes.

The Consent Agreement provides that failure to timely

the remit the Redemption Proceeds as set forth in the Consent Agreement will be considered an Event of Default under the Certificate

of Designations, and the Series 9 Holders’ consent to the ATM Increase will be immediately and automatically withdrawn in

the event the Company fails to make payment pursuant to the Consent Agreement and such payment failure is not cured within one business day.

The Consent Agreement may only be terminated or modified with the written consent of the Series 9 Holders and the Company.

further inducement for 3AM to approve the ATM Increase, pursuant to the Consent Agreement, on November 17, 2024, the Company entered

into a Letter Agreement (the “Letter Agreement”) with Nadir Ali, on behalf of himself and on behalf of 3AM, Grafiti Group

LLC (“Buyer”) and Grafiti LLC (“Grafiti”).

Pursuant to the Letter Agreement, the Company agreed to amend that

certain Equity Purchase Agreement, dated as of February 16, 2024 (the “Equity Purchase Agreement”), by and among the

Company, Grafiti and Buyer, to remove the inclusion of any Net Income After Taxes in the Purchase Price (as such terms are defined in

the Equity Purchase Agreement) effective immediately upon execution of the Letter Agreement, and thereby waive future payments to the

Company of any Net Income After Taxes under the Equity Purchase Agreement.

As previously described in a Current Report on Form 8-K

filed by the Company on February 23, 2024, the Company entered into the Equity Purchase Agreement to divest the businesses held

by Grafiti, then a wholly-owned subsidiary of the Company, by transferring 100% of the equity interest in Grafiti to Buyer.

is the Managing Member of Buyer, which is the managing Member of Grafiti.

Additionally,

pursuant to the Letter Agreement, the Company agreed to (i) pay an amount equal to $426,006.00 representing amounts that remain

outstanding and payable to Mr.

Nadir Ali in accordance with the terms of that certain Amended and Restated Employment Agreement,

dated as of May 15, 2018, as further amended on March 22, 2024, by and between XTI and Nadir Ali (the “Employment Agreement”),

with payment to be made in full no later than November 19, 2024 (the “Severance Payment”) and (ii) pay an amount

equal to $60,000 representing the total monthly cash service fee currently outstanding and payable pursuant to that certain Consulting

Agreement dated March 12, 2024, by and between XTI and Nadir Ali (the “Ali Consulting Agreement”), no later than November 19,

Holders” is defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock as the holders

of at least a majority of the outstanding Series 9 Preferred Stock;

provided that, pursuant to that certain securities purchase

agreement dated as of March 12, 2024, by and between the Company and 3AM (the “Series 9 SPA”), 3AM will be deemed a

“Required Holder” as long as 3AM holds any shares of Series 9 Preferred Stock.

As of the date of this Annual Report,

there are no shares of Series 9 Preferred Stock issued and outstanding.

January 2025 Consent

In accordance with the terms

of the Series 9 Preferred Stock Certificate of Designation, the Company obtained a written consent, effective as of January 7,

2025 (the “January 2025 Consent”), from 3AM as the Required Holder of the Series 9 Preferred Stock, authorizing

the Company to issue securities in a best efforts public offering that closed on January 10, 2025 (the “Offering”) in

consideration for the Company’s agreement to pay, within five business days of the closing, 20% of the approximately $20 million

of gross proceeds from the Offering (the “Payment Amount”), (a) first, to the Bonus Plan Recipients (the “Bonus

Plan Payments”);

and (b) second, to the extent the Bonus Plan Payments have been fully satisfied, any remaining portion of

the Payment Amount shall be applied to the redemption of outstanding shares of the Series 9 Preferred Stock (the “Redemption”).

Pursuant to the January 2025 Consent, on January 13, 2025, the Company paid an aggregate of approximately $3.5 million

in Bonus Plan Payments, after which payment no portion of the Payment Amount remained to pay the Redemption.

December 2024 Consent from 3AM

On December 23, 2024,

the Company received a consent and waiver from 3AM as the Required Holder of the Series 9 Preferred Stock, authorizing the Company

to raise up to an additional $5,000,000 under the ATM in consideration for the Company’s agreement to allocate the 15% Redemption

Amount (as defined below) to the Bonus Plan Recipients, in lieu of 3AM, as the remaining holder of Series 9 Preferred Stock, following

the date on which Streeterville no longer owns any shares of Series 9 Preferred Stock.

November 2024 Consent Waiver and Release, and Letter Agreement

with Nadir Ali

On June 14, 2024, the

Company obtained a written consent (the “June 2024 Consent”) from the Required Holders of the Series 9 Preferred

Stock, pursuant to which the Required Holders approved a $47.4 million increase to the ATM (the “Maximum Amount”), provided

that, among other things, the Company obtains the consent of the Required Holders for sales of our common stock under the ATM in excess

of $6 million up to the Maximum Amount.

On November 17, 2024,

the Company entered into a Consent Waiver and Release Agreement (the “Consent Agreement”) with 3AM and Streeterville Capital,

LLC (“Streeterville”, and together with 3AM, the “Series 9 Holders”), each as a Required Holder, pursuant

to which the Series 9 Holders authorized the Company to raise up to an additional $5,000,000 under the ATM (the “ATM Increase”)

in consideration for the Company’s agreement to pay 20% of the proceeds it receives from sales under the ATM in connection with

the ATM Increase (the “Redemption Proceeds”) to the Series 9 Holders to redeem a portion of their Series 9 Preferred

Stock, to be distributed as follows:

(i) 75% of the Redemption Proceeds to Streeterville (15% of all proceeds received from sales

under the ATM) (“15% Redemption Amount”), and (ii) 25% of the Redemption Proceeds to 3AM (5% of all proceeds received

from sales under the ATM).

Distribution payments will be made by wire transfer of immediately available funds every Monday for the prior

week’s Redemption Proceeds and will be used to partially redeem the Series 9 Preferred Stock.

Additionally, pursuant

to the Consent Agreement, each of Streeterville and 3AM agreed to waive any past breach of or failure to perform any of the

Company’s covenants, obligations, conditions or agreements contained in (i) the Certificate of Designations,

(ii) the June 2024 Consent, (iii) in the case of 3AM, the Series 9 SPA and (iv) in the case of Streeterville,

the Secured Promissory Note dated as of May 1, 2024 and the Secured Promissory Note dated as of May 24, 2024 issued by the

Company to Streeterville (such notes, together, the “Secured Notes”).

Each of Streeterville and 3AM also agreed that

none of such breaches or failures of perform shall constitute an Event of Default (as defined in the Certificate of Designations or

the Secured Notes, as applicable) under the Certificate of Designations or, in the case of Streeterville, the Secured Notes.

Consent Agreement provides that failure to timely the remit the Redemption Proceeds as set forth in the Consent Agreement will be

considered an Event of Default under the Certificate of Designations, and the Series 9 Holders’ consent to the ATM

Increase will be immediately and automatically withdrawn in the event the Company fails to make payment pursuant to the Consent

Agreement and such payment failure is not cured within one business day.

The Consent Agreement may only be terminated or

modified with the written consent of the Series 9 Holders and the Company.

As further inducement for

3AM to approve the ATM Increase, pursuant to the Consent Agreement, on November 17, 2024, the Company entered into a Letter Agreement

(the “Letter Agreement”) with Nadir Ali, on behalf of himself and on behalf of 3AM, Grafiti Group and Grafiti LLC.

to the Letter Agreement, the Company agreed to amend the Equity Purchase Agreement to remove the inclusion of any Net Income After Taxes

in the Purchase Price (as such terms are defined in the Equity Purchase Agreement) effective immediately upon execution of the Letter

Agreement, and thereby waive future payments to the Company of any Net Income After Taxes under the Equity Purchase Agreement.

Additionally, pursuant to the

Letter Agreement, the Company agreed to (i) pay an amount equal to $426,006.00 representing amounts that remain outstanding and

payable to Mr.

Nadir Ali in accordance with the terms of that certain Amended and Restated Employment Agreement, dated as of May 15,

2018, as further amended on March 22, 2024, by and between XTI and Nadir Ali (the “Employment Agreement”), with payment

to be made in full no later than November 19, 2024 (the “Severance Payment”) and (ii) pay an amount equal to $60,000

representing the total monthly cash service fee currently outstanding and payable pursuant to that certain Consulting Agreement dated

March 12, 2024, by and between XTI and Nadir Ali (the “Ali Consulting Agreement”), no later than November 19, 2024

(the “Consulting Payment”).

The Company paid Mr.

Ali the Severance Payment and the Consulting Payment in full on

November 18, 2024.

the Letter Agreement provides that in the event that the Company breaches the terms and conditions

of the Letter Agreement or fails to satisfy the conditions and obligations described therein,

the Consent Agreement as provided by 3AM shall be deemed to be void ab initio .

to the Letter Agreement, Nadir Ali and 3AM agreed to waive any past breach of or failure to perform any of the Company’s covenants,

obligations, conditions or agreements contained in the Employment Agreement and the Consulting Agreement relating to the Severance Payment

and the Consulting Payment as applicable.

of Redemption Proceeds Pursuant to the Consent Agreement

to the Consent Agreement, the Company delivered an aggregate of $492,331 to Streeterville and $302,116 to 3AM during the period from

November 17, 2024 through December 31, 2024, via wire transfer of immediately available funds, which amounts represent the Redemption

Proceeds payable to Streeterville and 3AM, respectively, in connection with amounts raised from sales under the ATM.

Such payments were

made for 469.00 shares of the Company’s Series 9 Preferred Stock held by Streeterville and 287.70 shares of the Company’s

Series 9 Preferred Stock held by 3AM.

The Company entered into acknowledgment agreements with each of Streeterville and 3AM

to record such payments.

Purchase Agreement with 3AM

Ali the Severance Payment and the Consulting Payment in full on November 18,

Furthermore, the Letter Agreement

provides that in the event that the Company breaches the terms and conditions of the Letter Agreement or fails to satisfy the conditions

and obligations described therein, the Consent Agreement as provided by 3AM shall be deemed to be void ab initio .

Pursuant to the Letter Agreement,

Nadir Ali and 3AM agreed to waive any past breach of or failure to perform any of the Company’s covenants, obligations, conditions

or agreements contained in the Employment Agreement and the Consulting Agreement relating to the Severance Payment and the Consulting

Payment as applicable.

Payments of Redemption Proceeds

Pursuant to the Consent Agreement

Pursuant to the Consent Agreement,

the Company delivered an aggregate of $492,331 to Streeterville and $302,116 to 3AM during the period from November 17, 2024 through

December 31, 2024, via wire transfer of immediately available funds, which amounts represent the Redemption Proceeds payable to

Streeterville and 3AM, respectively, in connection with amounts raised from sales under the ATM.

Such payments were made for 469.00 shares

of the Company’s Series 9 Preferred Stock held by Streeterville and 287.70 shares of the Company’s Series 9

Preferred Stock held by 3AM.

The Company entered into acknowledgment agreements with each of Streeterville and 3AM to record such

Securities Purchase Agreement with 3AM

On March 12, 2024, the

Company entered into the SPA with 3AM, an entity controlled by Nadir Ali, the Company’s former Chief Executive Officer and a former

director of the Company.

Pursuant to the SPA, 3AM purchased 1,500 shares of Series 9 Preferred Stock for a total purchase price

of $1,500,000, based on a purchase price of $1,000 per share of Series 9 Preferred Stock.

The Company agreed that 3AM will be deemed

a “Required Holder” as defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock

as long as 3AM holds any shares of Series 9 Preferred Stock.

As of the date of this report, there are no shares of Series 9 Preferred

Stock issued and outstanding.

Agreement with Nadir Ali

On March 12, 2024, the Company entered into the Ali Consulting

Agreement with Nadir Ali, the Company’s former Chief Executive Officer.

Pursuant to the Ali Consulting Agreement, following the

closing of the XTI Merger, Mr.

Ali will provide consulting services to the Company for 15 months or until earlier termination

in accordance with its terms (the “Ali Consulting Period”).

During the Ali Consulting Period, the Company will pay him a monthly

fee of $20,000.

If the Company terminated the Ali Consulting Agreement during the first six months of the Ali Consulting Period without

Company Good Reason (as defined in the Ali Consulting Agreement), the Company would have been required to pay all consulting fees due

for such six-month period.

Ali terminates the Ali Consulting Agreement during the Ali Consulting Period for Consultant Good

Reason (as defined in the Ali Consulting Agreement), the Company will be required to pay all consulting fees that would be due for the

remainder of the Ali Consulting Period, including the Equity Payment described below.

addition, the Company shall pay Mr.

Ali (a) the amount of $1,500,000 due three months following the closing of the XTI

Merger, and (b) the aggregate amount of $4,500,000, payable in 12 equal monthly installments of $375,000 each, starting four months

after the closing of the XTI Merger (the payments described in (a) and (b), each an “Equity Payment”).

Each Equity Payment

may be made, in Company’s discretion, in (i) cash, (ii) fully vested shares of Common Stock under the Company’s

equity incentive plan and registered on a registration statement on Form S-8 or another appropriate form (“Registered Shares”),

or a combination of cash and Registered Shares.

Ali must continue to provide consulting services to the Company on the date

of payment of an Equity Payment to receive the Equity Payment, unless the Company terminates the Ali Consulting Agreement without Company

Good Reason or Mr.

Ali terminates the Ali Consulting Agreement for Consultant Good Reason, in which case the Equity Payments would

become due and payable in full.

To the extent all or a portion of an Equity Payment is made in shares, such shares will be valued based

on the closing price per share on the date on which the Equity Payment is made.

to compliance with Section 15(b)(13) of the Exchange Act, if Mr.

Ali provides services involving the identification

of prospective merger or acquisition targets for the Company or its affiliates, it is intended that he be eligible for a bonus upon the

successful delivery of services.

Company entered into the Series 9 SPA with 3AM, an entity controlled by Nadir Ali, the Company’s former Chief Executive Officer

and a former director of the Company.

Pursuant to the Series 9 SPA, 3AM purchased 1,500 shares of Series 9 Preferred Stock

for a total purchase price of $1,500,000, based on a purchase price of $1,000 per share of Series 9 Preferred Stock.

agreed that 3AM will be deemed a “Required Holder” as defined in the Certificate of Designations of Preferences and Rights

of Series 9 Preferred Stock as long as 3AM holds any shares of Series 9 Preferred Stock.

Consulting Agreement with Nadir Ali

On March 12, 2024, the

Company entered into the Ali Consulting Agreement with Nadir Ali, the Company’s former Chief Executive Officer.

Pursuant to the

Ali Consulting Agreement, following the closing of the XTI Merger, Mr.

Ali will provide consulting services to the Company for 15 months

or until earlier termination in accordance with its terms (the “Ali Consulting Period”).

During the Ali Consulting Period,

the Company will pay him a monthly fee of $20,000.

If the Company terminated the Ali Consulting Agreement during the first six months

of the Ali Consulting Period without Company Good Reason (as defined in the Ali Consulting Agreement), the Company would have been required

to pay all consulting fees due for such six-month period.

Ali terminates the Ali Consulting Agreement during the Ali

Consulting Period for Consultant Good Reason (as defined in the Ali Consulting Agreement), the Company will be required to pay all consulting

fees that would be due for the remainder of the Ali Consulting Period, including the Equity Payment described below.

In addition, the Company shall

Ali (a) the amount of $1,500,000 due three months following the closing of the XTI Merger, and (b) the aggregate

amount of $4,500,000, payable in 12 equal monthly installments of $375,000 each, starting four months after the closing of the XTI

Merger (the payments described in (a) and (b), each an “Equity Payment”).

Each Equity Payment may be made, in Company’s

discretion, in (i) cash, (ii) fully vested shares of common stock under the Company’s equity incentive plan and registered

on a registration statement on Form S-8 or another appropriate form (“Registered Shares”), or a combination of

cash and Registered Shares.

Ali must continue to provide consulting services to the Company on the date of payment of an Equity

Payment to receive the Equity Payment, unless the Company terminates the Ali Consulting Agreement without Company Good Reason or Mr.

terminates the Ali Consulting Agreement for Consultant Good Reason, in which case the Equity Payments would become due and payable in

To the extent all or a portion of an Equity Payment is made in shares, such shares will be valued based on the closing price per

share on the date on which the Equity Payment is made.

Subject to compliance with

Section 15(b)(13) of the Exchange Act, if Mr.

Ali provides services involving the identification of prospective merger

or acquisition targets for the Company or its affiliates, it is intended that he be eligible for a bonus upon the successful delivery

The specifics of the bonus will be negotiated and mutually agreed upon by the Company and Mr.

1 unchanged sentence

Agreement provides that as of the Effective Date of the Settlement Agreement, the Ali Consulting Agreement is terminated.

Issuances to Nadir Ali

June 13, 2024, July 5, 2024, November 19, 2024 and December 2, 2024, the Company entered into a Restricted Stock Award

Agreement with Nadir Ali (the “June 2024 RSA Agreement,” the “July 2024 RSA Agreement”, the “November 2024

RSA Agreement” and the “December 2024 RSA Agreement,” respectively), a consultant to the Company and the Company’s

former Chief Executive Officer and a former director of the Company.

Stock Issuances to Nadir Ali

On June 13, 2024, July 5,

2024, November 19, 2024 and December 2, 2024, the Company entered into a Restricted Stock Award Agreement with Nadir Ali (the

“June 2024 RSA Agreement,” the “July 2024 RSA Agreement”, the “November 2024 RSA Agreement”

and the “December 2024 RSA Agreement,” respectively), a consultant to the Company and the Company’s former Chief

Executive Officer and a former director of the Company.

Pursuant to each agreement, the Company issued Mr.

vested shares of Common Stock (the “Shares”) under the 2018 Plan, which Shares were registered pursuant to a registration

statement on Form S-8.

to the June 2024 RSA Agreement, the Company issued 10,722 Shares to Mr.

Ali at a price per share of $110.00 in partial satisfaction

of the $1,500,000 Equity Payment owed to Mr.

Ali fully vested shares

of common stock (the “Shares”) under the 2018 Plan, which Shares were registered pursuant to a registration statement on

Pursuant to the June 2024

RSA Agreement, the Company issued 10,722 Shares to Mr.

Ali at a price per share of $110.00 in partial satisfaction of the $1,500,000

Equity Payment owed to Mr.

Ali on June 12, 2024 under the Ali Consulting Agreement.

to the July 2024 RSA Agreement, the Company issued 11,100 Shares to Mr.

Pursuant to the July 2024

RSA Agreement, the Company issued 11,100 Shares to Mr.

Ali at a price per share of $100.00.

Approximately

$308,804 of the Shares were issued to Mr.

Approximately $308,804 of the Shares

were issued to Mr.

Ali in satisfaction of the remaining amount of the $1,500,000 Equity Payment owed to Mr.

on June 12, 2024 under the Ali Consulting Agreement.

Ali on June 12,

2024 under the Ali Consulting Agreement.

Approximately $792,269 of the Shares were issued to Mr.

Ali in partial

satisfaction of amounts owed to Mr.

Ali in partial satisfaction of

amounts owed to Mr.

Ali under the Strategic Transaction Bonus Plan.

11 unchanged sentences

Ali under the Strategic Transaction

to the December 2024 RSA Agreement, the Company issued an aggregate of 85,384 Shares to Mr.

Pursuant to the December 2024

RSA Agreement, the Company issued an aggregate of 85,384 Shares to Mr.

Ali at a price per share of $10.00.

The full $1,016,068 value of the Shares was issued to Mr.

The full $1,016,068

value of the Shares was issued to Mr.

Ali in partial satisfaction of amounts owed to Mr.

Ali under the Ali Consulting

Consulting Agreement

with Wendy Loundermon

On March 12, 2024, the Company

entered into a Consulting Agreement with Ms.

Wendy Loundermon (the “Loundermon Consulting Agreement”), the Company’s

Ali under the Ali Consulting Agreement.

Consulting Agreement with Wendy Loundermon

On March 12, 2024, the

Company entered into a Consulting Agreement with Wendy Loundermon (the “Loundermon Consulting Agreement”), the Company’s

former Chief Financial Officer.

Pursuant to the Loundermon Consulting Agreement, following the Closing, Ms.

Loundermon agreed to provide

consulting services to the Company for one year or until earlier termination in accordance with its terms (the “Loundermon Consulting

Pursuant to the Loundermon Consulting Agreement, following the closing of the XTI Merger, Ms.

agreed to provide consulting services to the Company for one year or until earlier termination in accordance with its terms (the “Loundermon

Consulting Period”).

As compensation for Ms.

Loundermon’s consulting services, the Company agreed to pay her (i) $83,333 per month for

the first six months of the Loundermon Consulting Period for services she performs on an as-needed basis during the Loundermon Consulting

Period regarding the transition of the management of the Company’s financial reporting function to ensure continuity of business

operations, and (ii) $300 per hour for services performed on an as needed basis regarding the preparation and filing of Company’s

public company financial reporting and compliance matters including accounting, payroll, audit and tax compliance functions.

year ended December 31, 2024, the Company owed Ms.

Loundermon accrued consulting fees of $0.5 million pursuant to the Loundermon Consulting

Pursuant to the Settlement Agreement, on March 31, 2025, the Company repaid the remaining consulting compensation obligation

of approximately $0.3 million owed to Ms.

Group Equity Purchase Agreement

Loundermon’s consulting services, the Company agreed to pay her (i) $83,333

per month for the first six months of the Loundermon Consulting Period for services she performs on an as-needed basis during

the Loundermon Consulting Period regarding the transition of the management of the Company’s financial reporting function to ensure

continuity of business operations, and (ii) $300 per hour for services performed on an as needed basis regarding the preparation

and filing of the Company’s public company financial reporting and compliance matters including accounting, payroll, audit and

tax compliance functions.

During the year ended December 31, 2024, the Company owed Ms.

Loundermon accrued consulting fees of $0.5 million

pursuant to the Loundermon Consulting Agreement.

Pursuant to the Settlement Agreement, on March 31, 2025, the Company repaid the

remaining consulting compensation obligation of approximately $0.3 million owed to Ms.

Solutions Divestiture

Grafiti Group Equity Purchase Agreement

On February 21, 2024,

Inpixon completed the disposition of the remaining portion of the Shoom, SAVES, and GYG business lines and assets (the “Grafiti

Group Divestiture”) in accordance with the terms and conditions of an Equity Purchase Agreement, dated February 16, 2024,

by and among Inpixon (“Seller”), Grafiti LLC, and Grafiti Group LLC (an entity controlled by Nadir Ali, who was then the

Company’s CEO and a director) (“Buyer”) (the “Equity Purchase Agreement”).

Pursuant to the terms of the

Equity Purchase Agreement, Buyer acquired from 100% of the equity interest in Grafiti LLC, including the assets and liabilities primarily

relating to Inpixon’s SAVES, Shoom and Game Your Game business, including 100% of the equity interests of Inpixon India, Grafiti

GmbH (previously Inpixon GmbH) and Game Your Game, Inc.

from the Company for a minimum purchase price of $1.0 million paid in two

annual cash installments of $0.5 million due within 60 days after December 31, 2024 and 2025 (the “Grafiti Purchase

As described above, the Letter Agreement, dated as of November 17, 2024, amended the Equity Purchase Agreement to

remove the inclusion of net income after taxes from the purchase price.

As so amended, the purchase price and annual cash installment

payments will be (i) decreased for the amount of transaction expenses assumed;

and (ii) increased or decreased by the amount

working capital of Grafiti LLC on the closing balance sheet is greater or less than $1.0 million.

Group Divestiture”) in accordance with the terms and conditions of the Equity Purchase Agreement (as defined above).

the terms of the Equity Purchase Agreement, Grafiti Group acquired from Legacy Inpixon 100% of the equity interests in Grafiti LLC, including

the assets and liabilities primarily relating to Inpixon’s SAVES, Shoom and Game Your Game business, including 100% of the equity

interests of Inpixon India, Grafiti GmbH (previously Inpixon GmbH) and Game Your Game, Inc.

from the Company for a minimum purchase price

of $1.0 million paid in two annual cash installments of $0.5 million due within 60 days after December 31, 2024 and

2025 (the “Grafiti Purchase Amount”).

As described above, the Letter Agreement, dated as of November 17, 2024, amended

the Equity Purchase Agreement to remove the inclusion of net income after taxes from the purchase price.

As so amended, the purchase

price and annual cash installment payments will be (i) decreased for the amount of transaction expenses assumed;

and (ii) increased

or decreased by the amount working capital of Grafiti LLC on the closing balance sheet is greater or less than $1.0 million.

Pursuant to the Settlement

Agreement, the Company agreed that, effective as of the Effective Date of the Settlement Agreement, the Grafiti Purchase Amount (i.e.,

the aggregate amount of $1.0 million) required to be delivered by Grafiti Group pursuant to the Equity Purchase Agreement shall be deemed

to be satisfied in full and no further amounts shall be payable to the Company by Grafiti Group or any of its affiliated parties pursuant

to the Equity Purchase Agreement.

Services Agreement

February 21, 2024, in connection with the closing of the Grafiti Group Divestiture, Grafiti LLC and Inpixon entered into a Transition

Services Agreement (the “Grafiti Transition Services Agreement”) with respect to services to be provided for a period of

one year following closing.

Pursuant to the Grafiti Transition Services Agreement, the Company will provide contracted IT and accounting

services to Grafiti LLC and Grafiti LLC will provide certain accounting and payroll services, in each case on an hourly as needed basis

to ensure the orderly transition of the business.

Company and Grafiti LLC have also arranged for the Company to sublease office space in Palo Alto, CA from Grafiti LLC at a cost of 50%

of monthly rent and operating expenses as of February 1, 2024.

The cost is estimated at approximately $2,900 per month.

of Units of, and Loan to, Cardinal Venture Holdings

September 30, 2020, we entered into a Subscription Agreement (the “Subscription Agreement”) with CVH, pursuant to which

we agreed to (i) contribute up to $1,800,000 (the “Contribution”) to CVH and (ii) purchase up to 599,999 Class A

Units of CVH (the “Class A Units”) and up to 1,800,000 Class B Units of CVH (the “Class B

Units,” and, together with the Class A Units, the “Units”).

The aggregate purchase price of $1,800,000 for the

Units is deemed to be satisfied in part through the Contribution.

CVH owns certain interests in KINS Capital, LLC, a Delaware limited

liability company, the sponsor entity (the “Sponsor”) to KINS with which the Company entered into the CXApp Merger.

The Contribution

was used by CVH to fund the Sponsor’s purchase of securities in the CXApp Merger.

with our entry into the Subscription Agreement, we entered into the Amended and Restated Limited Liability Company Agreement of CVH (the

“LLC Agreement”), dated as of September 30, 2020.

Under the terms of the LLC Agreement, in the event the Managing Member

can no longer manage CVH’s affairs due to his death, disability or incapacity, 3AM will serve as CVH’s replacement Managing

Except as may be required by law, we, as a non-managing member under the LLC Agreement, do not have any voting rights and generally

cannot take part in the management or control of CVH’s business and affairs.

December 16, 2020, the Company entered into a second subscription agreement with CVH, pursuant to which the Company agreed to (i) contribute

$700,000 (the “Additional Contribution”) to CVH and (ii) purchase 700,000 Class B Units.

The aggregate purchase

price of $700,000 for the Class B Units is deemed to be satisfied through the Additional Contribution.

Following the closing

of the Additional Contribution, the Company owned an aggregate of 599,999 Class A Units and 2,500,000 Class B Units.

Additionally,

on July 1, 2022, we loaned $150,000 to CVH.

The loan did not bear interest and was due and payable in full on the earlier of

(i) the date by which KINS has to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (a “business combination”), and (ii) immediately prior to the

date of consummation of the business combination of KINS, unless accelerated upon the occurrence of an event of default.

of the closing of the CXApp Merger, the loan was repaid on March 15, 2023.

February 27, 2023, the Company entered into Limited Liability Company Unit Transfer and Joinder Agreements with certain of the Company’s

employees and directors (the “Transferees”), pursuant to which (i) the Company transferred all of its Class A Units of

CVH (the “Class A Units”), an aggregate of 599,999 Class A Units, to the Transferees as bonus consideration in

connection with each Transferee’s services performed for and on behalf of the Company as an employee, as applicable, and (ii) each

Transferee became a member of CVH and a party to the Amended and Restated Limited Liability Company Agreement of CVH, dated as of September 30,

Ali, the Company’s former Chief Executive Officer and a former director, beneficially owned membership interests in CVH through

3AM LLC, a Delaware limited liability company and a founding member of CVH (“3AM”).

3AM was entitled to manage the affairs

of CVH in certain circumstances.

CVH was dissolved as of December 31, 2023.

Agreement with 3AM

as of the closing of the Completed Transaction, Design Reactor, Inc.

(renamed CXApp US, Inc.), a California corporation and our former

subsidiary, entered into a consulting agreement with 3AM, pursuant to which Mr.

Ali provided advisory services to such former subsidiary

following the closing in exchange for $180,000 in consulting fees.

XTI entered into an amended convertible note agreement with Mr.

Brody, its founder, Chairman and majority shareholder, in 2021 that

consolidated a number of his outstanding notes (the “2021 Note”).

On October 1, 2023, the existing 2021 Note was replaced

by a new convertible note with a principal balance of $1,079,044 (2021 Note principal of $1,007,323 plus accrued interest of $71,721)

(the “October 2023 Note”) which had a maturity date defined as the earlier of (i) a closing of a merger with a

company whose shares are traded on a public stock exchange, or (ii) January 31, 2024.

The October 2023 Note accrued interest

at a rate of 4% compounded annually, provided that on and after the maturity date interest the note shall accrue from and after such

date on the unpaid principal and all accrued but unpaid interest of the note at a rate of 10% per annum.

The October 2023 Note provided

that at any time prior to the maturity date, Mr.

Brody may convert all or a portion of the outstanding note balance into shares

of Legacy XTI at a conversion price equal to $1.00.

March 11, 2024, Legacy XTI and Mr.

the aggregate amount of $1.0 million) required to be delivered by Grafiti Group pursuant to the Equity Purchase Agreement shall

be deemed to be satisfied in full and no further amounts shall be payable to the Company by Grafiti Group or any of its affiliated parties

pursuant to the Equity Purchase Agreement.

Transition Services Agreement

On February 21, 2024,

in connection with the closing of the Grafiti Group Divestiture, Grafiti LLC and Legacy Inpixon entered into a Transition Services Agreement

(the “Grafiti Transition Services Agreement”) with respect to services to be provided for a period of one year following closing.

Pursuant to the Grafiti Transition Services Agreement, the Company provided contracted IT and accounting services to Grafiti LLC and Grafiti

LLC provided certain accounting and payroll services, in each case on an hourly as needed basis to ensure the orderly transition of the

As part of the Grafiti Transition

Services Agreement, the Company subleased office space in Palo Alto, CA from Grafiti LLC from February 1, 2024 until February 28, 2026

at a cost of 50% of monthly rent and operating expenses as of February 1, 2024.

The cost was approximately $3,000 per month.

October 2023 Note

Legacy XTI entered into an

amended convertible note agreement with Mr.

Brody, its founder, Chairman and majority shareholder, in 2021 that consolidated a number

of his outstanding notes (the “2021 Note”).

On October 1, 2023, the existing 2021 Note was replaced by a new convertible

note with a principal balance of $1,079,044 (2021 Note principal of $1,007,323 plus accrued interest of $71,721) (the “October 2023

Note”) which had a maturity date defined as the earlier of (i) a closing of a merger with a company whose shares are traded

on a public stock exchange, or (ii) January 31, 2024.

The October 2023 Note accrued interest at a rate of 4% compounded

annually, provided that on and after the maturity date interest the note shall accrue from and after such date on the unpaid principal

and all accrued but unpaid interest of the note at a rate of 10% per annum.

The October 2023 Note provided that at any time prior

to the maturity date, Mr.

Brody may convert all or a portion of the outstanding note balance into shares of Legacy XTI at a conversion

price equal to $1.00.

On March 11, 2024, Legacy

Brody entered into Amendment No.

1 to the October 2023 Note pursuant to which Mr.

converted $922,957 principal amount of the October 2023 Note and accrued and unpaid interest thereon, into shares of Legacy XTI

common stock at a rate of $0.309 in principal amount per share, and Legacy XTI agreed to pay Mr.

Brody the remaining $175,000 in

principal amount at the time of closing of the XTI Merger.

The shares issued as consideration under such amendment converted into 266,272

shares of our Common Stock in accordance with the exchange ratio pursuant to the XTI Merger Agreement and the Company assumed the $175,000

repayment obligation.

Brody converted $922,957

principal amount of the October 2023 Note and accrued and unpaid interest thereon, into shares of Legacy XTI common stock at a rate

of $0.309 in principal amount per share, and Legacy XTI agreed to pay Mr.

Brody the remaining $175,000 in principal amount at the

time of closing of the XTI Merger.

The shares issued as consideration under such amendment converted into 266,272 shares of our

common stock in accordance with the exchange ratio pursuant to the XTI Merger Agreement and the Company assumed the $175,000 repayment

On March 27, 2024, the Company and Mr.

Brody entered into Amendment No.

2 to the October 2023 Note

which extended the maturity date for the $175,000 payment to April 1, 2024.

2 to the October 2023 Note which extended

the maturity date for the $175,000 payment to April 1, 2024.

This repayment obligation was paid in full on April 1, 2024

connection with the XTI Merger, the Company assumed a Promissory Note issued by Legacy XTI to Mr.

Brody on January 5, 2023

(the “January 2023 Note”), with an outstanding principal balance of $125,000 along with an interest balance of $10,058

calculated as of April 30, 2024.

January 2023 Note

In connection with the XTI

Merger, the Company assumed a Promissory Note issued by Legacy XTI to Mr.

Brody on January 5, 2023 (the “January 2023

Note”), with an outstanding principal balance of $125,000 along with an interest balance of $10,058 calculated as of April 30,

On March 27, 2024, Mr.

Brody and the Company entered into an amendment to the January 2023

Note which extended the Maturity Date to April 30, 2024.

The outstanding principal and accrued interest balances were repaid in

full during the second quarter of 2024.

Agreement with David Brody

provided legal and strategic consulting services to Legacy XTI under a consulting agreement.

During the years ended December 31,

2024 and 2023, Legacy XTI paid Mr.

Brody consulting compensation of $20,000 and $60,000, respectively.

Pursuant to an amendment

to the consulting agreement, an outstanding payable amount of $320,000 was waived by Mr.

Brody, and the consulting agreement terminated

in connection with the closing of the XTI Merger.

Agreement and Letter of Intent with AVX Aircraft Company

On August 27, 2024, the Company entered into an amended and restated

letter agreement (the “AVX Letter Agreement”), with AVX Aircraft Company (“AVX”), which amends and restates the

original letter agreement, dated as of March 25, 2024, by and between the Company and AVX, as subsequently amended.

Pursuant to the

AVX Letter Agreement, AVX provides consulting and advisory services to the Company relating to the development and design of the TriFan

600 airplane for which the Company agreed to pay AVX the costs incurred by AVX (with a target cost of approximately $960,000) plus a fixed

fee of 12% of such costs (approximately $115,000) for a total payment of up to approximately $1.1 million.

The Company pays AVX for

its actual costs plus the 12% fixed fee on a monthly basis.

The Company’s Chairman and CEO, Scott Pomeroy, and board member, David

Brody, also sit on the five-member board of AVX.

As of the date of this report, Mr.

Brody and his spouse together own approximately

26% of the issued and outstanding shares of AVX.

Brody and the Company entered into an amendment to the January 2023 Note which extended the

Maturity Date to April 30, 2024.

The outstanding principal and accrued interest balances were repaid in full during the second quarter

Consulting Agreements with Director David Brody

Effective February 1, 2026,

the Company entered into a consulting agreement with David Brody, a member of the Company’s Board of Directors, pursuant to which

Brody will provide advisory and strategic consulting services to the Company, primarily in connection with the development of the

Company’s VTOL aircraft program.

Under the agreement, Mr.

will receive a monthly consulting fee of $20,000 and on January 29, 2026, was granted 907,300 stock options under the 2018 Plan with an

exercise price of $1.76 and that expire ten years after the grant date.

One-third of the stock options vested immediately on the grant

date and the remaining stock options will vest in equal quarterly installments over a two-year period.

The agreement has an initial four-year

term with automatic one-year renewals unless the Company provides Mr.

Brody with at least 90 days’ notice of non-renewal.

The agreement

contains customary termination provisions.

In the event of his disability

or death, the Company may terminate the agreement without notice provided that the Company pays Mr.

Brody or his estate a single lump

sum payment of monthly fees for the succeeding twelve month period.

In the event of a qualifying termination following a change in control,

Brody will receive his monthly fee through the latter of the change in control date and discontinuation date, his monthly fee multiplied

by the number of months remaining in the term plus 24 additional months, accelerated vesting of outstanding equity awards and the continuation

of the exercise period of all vested securities until the expiration date of such securities, and a bonus equal to (a) the fair market

value used to calculate the income tax consequences of the immediate vesting of Company securities divided by (b) the difference between

100% and the highest marginal tax rate.

Prior to the XTI Merger, Mr.

Brody provided legal and strategic consulting services to Legacy XTI pursuant to a separate consulting agreement.

During the year ended

December 31, 2024, Legacy XTI paid Mr.

Brody consulting compensation of $20,000 under that agreement.

In connection with the closing of

the XTI Merger, the prior consulting agreement was terminated and Mr.

Brody waived an outstanding payable amount of approximately $320,000

that had accrued under the arrangement.

Transactions with AVX Aircraft Company

On August 27, 2024, the

Company entered into an amended and restated letter agreement with AVX Aircraft Company (“AVX”), which amends and restates

the original letter agreement, dated as of March 25, 2024, by and between the Company and AVX, as subsequently amended, pursuant

to which AVX provides consulting and advisory services to the Company relating to the development and design of the TriFan 600 airplane

in exchange for the payment of costs incurred by AVX (with a target cost of approximately $960,000) plus a fixed fee of 12% of such costs

(approximately $115,000) for a total payment of up to approximately $1.1 million.

The Company pays AVX for its actual costs plus

the 12% fixed fee on a monthly basis.

The Company and AVX are also parties to a consulting agreement dated April 30, 2025, pursuant to

which AVX provides consulting services to the Company on an as-needed basis at a rate of $345 per hour plus reimbursement of travel expenses,

with charges capped at $150,000.

The agreement has a 12-month term.

The Company’s Chairman

and Chief Executive Officer, Scott Pomeroy, and board member, David Brody, also sit on the five-member board of AVX.

Additionally,

as of the date of this Annual Report, Mr.

Brody and his spouse together own approximately 26% of the issued and outstanding shares

As a result of a legal financial separation between Mr.

Brody and his spouse,

Brody holds approximately 7% of the voting power of the outstanding securities of AVX and Mr.

Brody’s spouse holds

approximately 19% of the voting power of the outstanding securities of AVX.

As of the date of this report, Mr.

restricted stock units of AVX which amount to less than 5% of the outstanding shares of AVX on a fully diluted basis.

During the year

ended December 31, 2024, the Company paid AVX $0.9 million in consulting fees, which included advance deposits for future services.

As of December 31, 2024, the deposit balance for future services was approximately $0.5 million.

As of the date of this report, neither

Brody and his spouse, Mr.

Brody holds approximately 7%

of the voting power of the outstanding securities of AVX and Mr.

Brody’s spouse holds approximately 19% of the voting power

of the outstanding securities of AVX.

As of the date of this Annual Report, Mr.

Pomeroy owns restricted stock units of AVX which

amount to less than 5% of the outstanding shares of AVX on a fully diluted basis.

Consulting fees incurred and

paid to AVX during the year ended December 31, 2025 were immaterial.

During the year ended December 31, 2024, the Company paid AVX approximately

$0.9 million in consulting fees, which included advance deposits for future services.

In 2025, AVX returned $0.5 million of these advance

deposits to the Company.

As of December 31, 2025 and December 31, 2024, the remaining deposit balance for future services was $0 and approximately

$0.5 million, respectively.

As of the date of this Annual

Report, neither Mr.

Brody nor Mr.

Pomeroy has received, and neither is entitled to receive, any compensation or other consideration from AVX,

in connection with services provided by AVX to the Company or otherwise.

May 31, 2024, Legacy XTI entered into a non-binding letter of intent with AVX that sets forth the preliminary terms and conditions

of a potential definitive agreement between Legacy XTI and AVX pursuant to which AVX would provide engineering services to support the

continued development of the TriFan 600.

No assurances can be made that the parties will successfully negotiate and enter into a definitive

Agreement with Scott Pomeroy

XTI entered into a consulting agreement with Scott Pomeroy dated July 1, 2022, as amended effective January 1, 2023, that

provided for his engagement as Legacy XTI’s Chief Financial Officer.

The agreement provided that Mr.

Pomeroy receive a

monthly compensation of $17,500.

During the years ended December 31, 2024 and 2023, the Company paid Mr.

compensation of $92,750 and $152,250, respectively, pursuant to the consulting agreement.

Pursuant to the consulting agreement and

in connection with the closing of the XTI Merger in March 2024, Mr.

Pomeroy (i) received 4,000,000 shares (pre-merger,

pre-reverse stock splits) of Legacy XTI common stock valued at $1.9 million as transaction-related compensation and (ii) was

entitled to receive a transaction cash bonus of $400,000 which was paid in full during January 2025.

Effective upon the

closing of the XTI Merger, Mr.

Pomeroy was appointed as XTI Aerospace Inc.’s Chief Executive Officer.

On May 6, 2024, XTI

Aerospace, Inc.

entered into an employment agreement with Mr.

Pomeroy, which superseded the consulting agreement.

Agreement with Brooke Turk

as of August 16, 2023, Legacy XTI entered into a consulting agreement with Brooke Turk for her executive consulting services in the areas

of financial reporting and operational planning.

The consulting agreement provided for a monthly retainer of $22,500 and the term of

the agreement was until December 31, 2025.

During the years ended December 31, 2024 and 2023, the Company paid Ms.

Turk compensation

of $79,050 and $101,250, respectively, pursuant to the consulting agreement.

Effective upon the closing of the XTI Merger, Ms.

was appointed as XTI Aerospace Inc.’s Chief Financial Officer.

On May 8, 2024, XTI Aerospace, Inc.

entered into an employment agreement

Turk, which superseded the consulting agreement.

Agreements with Charlie Johnson

the year ended December 31, 2023, Legacy XTI paid its Chief Operating Advisor consultant, Charlie Johnson, who was then a board

member of Legacy XTI until the closing of the XTI Merger, compensation of $60,000 pursuant to a consulting agreement.

As of December 31,

2023, Legacy XTI owed Mr.

Johnson accrued compensation of $120,000.

Pursuant to an amendment to the consulting agreement in 2024,

the Company paid $60,000 to Mr.

Johnson in March 2024 and the remaining accrued compensation balance of $60,000 was waived.

The consulting agreement was terminated in connection with the closing of the XTI Merger.

Effective June 17, 2024, the Company and

Johnson entered into a new consulting arrangement that compensates Mr.

Johnson $10,000 per month in combination of both

cash and equity.

The June 17, 2024 consulting arrangement initially has a term through December 31, 2024 at which time it becomes month-to-month

unless either party terminates the agreement upon 30 days written notice.

Hinderberger, former Chief Executive Officer of Legacy XTI

Effective as of July 1, 2022, Legacy XTI entered into an employment

agreement with Michael Hinderberger to serve as Chief Executive Officer of Legacy XTI.

Hinderberger remained Legacy XTI’s CEO

upon the closing of the Merger until the expiration of his employment agreement on July 31, 2024.

The employment agreement provides for

an initial term until July 31, 2024 and an automatic renewal thereafter for one additional one-year period unless either party provides

at least 60 days’ prior notice of non-renewal.

On May 30, 2024, Legacy XTI notified Mr.

Hinderberger that it would not renew his

employment agreement, which expired by its terms on July 31, 2024.

The agreement provided for an annual base salary of $350,000, which

may be increased by the board of directors.

Hinderberger was also entitled to receive an annual bonus up to $350,000 based on achieving

financing goals (40%) and TriFan 600 airplane development milestones (60%) as outlined in the agreement, subject to Board approval.

the years ended December 31, 2024 and 2023, the Company paid Mr.

Hinderberger compensation of $469,325.65 and $315,848.32, respectively.

Pomeroy has received, nor are they entitled to receive, any compensation or other consideration from

AVX in connection with services provided by AVX to the Company or otherwise.

On April 18, 2025, XTI

Aircraft Company entered into a novation agreement with AVX and a recruiting firm, pursuant to which AVX assigned to XTI Aircraft Company

all of AVX’s rights and obligations under a talent acquisition engagement agreement with the recruiting firm and, as a result,

the recruiting firm will assist XTI Aircraft Company in hiring an executive for expected fees of approximately $0.1 million.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Company incurred the following fees for services rendered by Marcum LLP, Company’s independent registered public accounting firm,

for the fiscal years ended December 31, 2024 and 2023.

The Company incurred the

following fees for services rendered by CBIZ CPAs P.C.

(“CBIZ”) and Marcum LLP (collectively, the “Auditors”),

which have been the Company’s independent registered public accounting firms for the fiscal years ended December 31, 2025 and 2024,

respectively.

On November 1, 2024, CBIZ acquired the attest business of Marcum LLP.

Audit Fees(1)

1 unchanged sentence

All Other Fees

fees represent fees for professional services provided in connection with the audit of our Company’s 2024 and 2023 annual consolidated

financial statements included in this Annual Report on Form 10-K and review of our quarterly financial statements included in the

Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory or regulatory filings.

Audit fees also include fees for professional services provided in connection with the audits of Legacy XTI’s 2023 and 2022

financial statements.

The “Audit Fees” are the aggregate fees of Marcum attributable to professional services rendered in 2024 and 2023

for the audit of our annual financial statements in our annual reports on Form 10-K, for review of financial statements included in our

quarterly reports on Form 10-Q or for services that are normally provided by Marcum in connection with statutory and regulatory filings

or engagements for that fiscal year.

These fees include fees billed for professional services rendered by Marcum for the review of registration

statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal

Audit fees represent fees

for professional services provided in connection with the audit of our Company’s 2025 and 2024 annual consolidated financial

statements included in this Annual Report and review of our quarterly financial statements included in the Company’s

Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory or regulatory filings.

years ended December 31, 2025 and 2024, respectively $156,951 and $1,101,885 of audit fees were billed by Marcum LLP and $758,220 of

audit fees were billed by CBIZ for the year ended December 31, 2025.

The “Audit Fees” are the aggregate fees of the Auditors

attributable to professional services rendered in 2025 and 2024 for the audit of our annual financial statements in our annual reports

on Form 10-K, for review of financial statements included in our quarterly reports on Form 10-Q or for services that are normally provided

by the Auditors in connection with statutory and regulatory filings or engagements for that fiscal year.

These fees include fees billed

for professional services rendered by the Auditors for the review of registration statements or services that are normally provided in

connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees.

Marcum did not perform any audit-related services in 2024.

The audit-related fees for 2023 related to acquisitions and fees for special

audits related to our transactions.

Marcum did not perform any tax advice or planning services in 2024 or 2023.

Marcum did not perform any services for us or charge any fees other than the services described above in 2024 and 2023.

Policies and Procedures

Audit Committee is required to review and approve in advance the retention of the independent auditors for the performance of all audit

and lawfully permitted non-audit services and the fees for such services.

The Audit Committee may delegate to one or more of its members

the authority to grant pre-approvals for the performance of certain non-audit services, and any such Audit Committee member who pre-approves

a non-audit service must report the pre-approval to the full Audit Committee at its next scheduled meeting.

Auditors did not perform any audit-related services during 2025 or 2024

The Auditors did not

perform any tax advice or planning services in 2025 or 2024.

All Other Fees .

did not perform any services for us or charge any fees other than the services described above in 2025 and 2024.

Pre-approval Policies and Procedures

The Audit Committee is required

to periodically notify the Board of their approvals.

to review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit

services and the fees for such services.

The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals

for the performance of certain non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report

the pre-approval to the full Audit Committee at its next scheduled meeting.

The Audit Committee is required to periodically notify the

Board of their approvals.

The required pre-approval policies and procedures were complied with during 2025.

Exhibits, Financial Statement Schedules

Financial Statements

financial statements filed as part of this report are listed and indexed in the table of contents.

Financial statement schedules have

been omitted because they are not applicable or the required information has been included elsewhere in this report.

Financial Statement Schedules

exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the exhibits.

has identified in the Exhibit Index each management contract and compensation plan filed as an exhibit to this Annual Report on Form

10-K in response to Item 15(a)(3) of Form 10-K.

Exhibits, Financial

Statement Schedules

15(a)(1) Financial Statements

The financial statements filed

as part of this report are listed and indexed in the table of contents.

Financial statement schedules have been omitted because they

are not applicable or the required information has been included elsewhere in this report.

15(a)(2) Financial Statement

Not applicable.

15(a)(3) Exhibits

The exhibits filed as part of

this Annual Report are listed in the Exhibit Index immediately preceding the exhibits.

The Company has identified in the Exhibit Index

each management contract and compensation plan filed as an exhibit to this Annual Report in response to Item 15(a)(3) of Form 10-K.

FORM 10-K SUMMARY.

and Plan of Merger, dated as of September 25, 2022, by and among KINS Technology Group Inc., Inpixon, CXApp Holding Corp.

Merger Sub Inc.

and Distribution Agreement, dated as of September 25, 2022, by and among KINS Technology Group, Inc., Inpixon, CXApp Holding Corp.

and Design Reactor Inc.

Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding

and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc.

Not applicable.

EXHIBIT INDEX

Exhibit Number

Exhibit Description

Filed Herewith

Agreement and Plan of Merger, dated July 24, 2023, among Inpixon, Superfly Merger Sub Inc.

and XTI Aircraft Company.

Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc.

July 25, 2023

First Amendment to Merger Agreement, dated December 30, 2023, by and between Inpixon, Superfly Merger Sub Inc.

and XTI Aircraft Company.

Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc.

April 16, 2024

Second Amendment to Merger Agreement, dated March 12, 2024, by and between Inpixon, Superfly Merger Sub Inc.

and XTI Aircraft Company.

Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc.

Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C.

and Damon Motors

to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C.

March 15, 2024

Separation Agreement, dated as of October 23, 2023, by and between Inpixon and Grafiti Holding Inc.

October 23, 2023

Business Combination Agreement, dated as of October 23, 2023, by and among Inpixon, Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc.,

October 23, 2023

Amendment to Business Combination Agreement, dated as of June 18, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC.

Articles of Incorporation.

of Amendment to Articles of Incorporation (Increase Authorized Shares).

of Amendment to Articles of Incorporation (Reverse Split).

of Merger (renamed Sysorex Global).

of Merger (renamed Inpixon).

of Amendment to Articles of Incorporation (Reverse Split).

of Amendment to Articles of Incorporation (authorized share increase).

of Amendment to Articles of Incorporation (Reverse Split).

of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock.

of Amendment to Articles of Incorporation (Reverse Split).

of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019.

of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).

of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000

filed with the Secretary of State of the State of Nevada on November 18, 2021

of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022)

of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000

filed with the Secretary of State of the State of Nevada on November 29, 2022

of Designations of Preferences and Rights of Series 9 Preferred Stock.

of Amendment (Reverse Stock Split).

of Amendment (Name Change).

Amendment No.

of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock.

of Amendment to Articles of Incorporation, effective as of January 10, 2025.

June 24, 2024

Second Amendment to Business Combination Agreement, dated as of September 26, 2024, by and among XTI Aerospace, Inc., Grafiti Holding Inc., 1444842 B.C.

and Damon Motors Inc.

October 2, 2024

Equity Purchase Agreement, dated as of February 16, 2024, by and among Inpixon, Grafiti LLC and Grafiti Group LLC.

February 23, 2024

Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group DN, Inc., Drone Nerds, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative.

November 12, 2025

Membership Interest Purchase Agreement, dated November 10, 2025, by and among XTI Drones Holdings, LLC, The Origin Group AZ, Inc., Anzu Robotics, LLC, the seller owners listed on Annex A-1 thereto and Jeremy Schneiderman, as the Seller’s Representative.

November 12, 2025

Share Purchase and Transfer Agreement, dated February 3, 2026, by and between XTI Aerospace, Inc.

February 4, 2026

Restated Articles of Incorporation.

August 12, 2013

Certificate of Amendment to Articles of Incorporation (Increase Authorized Shares).

Certificate of Amendment to Articles of Incorporation (Reverse Split).

April 10, 2014

Articles of Merger (renamed Sysorex Global).

December 18, 2015

Articles of Merger (renamed Inpixon).

March 1, 2017

Certificate of Amendment to Articles of Incorporation (Reverse Split).

March 1, 2017

Certificate of Amendment to Articles of Incorporation (authorized share increase).

February 5, 2018

Certificate of Amendment to Articles of Incorporation (Reverse Split).

February 6, 2018

Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock.

April 24, 2018

Certificate of Amendment to Articles of Incorporation (Reverse Split).

November 1, 2018

Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019.

January 15, 2019

Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).

January 7, 2020

Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 250,000,000 to 2,000,000,000 filed with the Secretary of State of the State of Nevada on November 18, 2021

November 19, 2021

Certificate of Change filed with the Secretary of State of the State of Nevada on October 4, 2022 (effective as of October 7, 2022)

October 6, 2022

Certificate of Amendment to the Articles of Incorporation increasing the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 filed with the Secretary of State of the State of Nevada on November 29, 2022

December 2, 2022

Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock.

March 15, 2024

Certificate of Amendment (Reverse Stock Split).

March 15, 2024

Certificate of Amendment (Name Change).

March 15, 2024

Certificate of Amendment to Designations of Preferences and Rights of Series 9 Preferred Stock.

Certificate of Amendment to Articles of Incorporation, effective as of January 10, 2025.

January 10, 2025

Certificate of Designation of Preferences and Rights of Series 10 Convertible Preferred Stock.

November 12, 2025

Amended and Restated Bylaws of XTI Aerospace, Inc.

August 14, 2025

Specimen Stock Certificate of the Company.

April 15, 2025

Description of Registrant’s Securities.

of Purchase Warrants

of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

April 15, 2025

Form of Purchase Warrants

October 20, 2022

Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

April 16, 2024

Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

April 16, 2024

Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

April 15, 2025

Form of Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

April 16, 2024

Form of Amendment No.

2 to Warrant initially issued by XTI Aircraft Company and assumed by the Registrant.

Note, dated as of May 1, 2024.

Note, dated as of May 24, 2024.

of Placement Agent Warrant.

April 15, 2025

Form of Placement Agent Warrant.

January 10, 2025

Form of Pre-funded Warrant.

1 unchanged sentence

Form of Common Warrant.

March 31, 2025

Form of Representative’s Warrant.

March 31, 2025

and Restated 2011 Employee Stock Incentive Plan.

of Incentive Stock Option Agreement.

of Non-Qualified Stock Option Agreement.

of Restricted Stock Award Agreement.

Employee Stock Incentive Plan, as amended.

Employee Stock Incentive Plan Form of Incentive Stock Option Agreement.

Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement.

Employee Stock Incentive Plan Form of Restricted Stock Award Agreement.

Services Agreement with Leonard A.

Oppenheim dated October 21, 2014.

and Restated Employment Agreement by and between the Company and Nadir Ali

Agreement, effective as of October 1, 2014, between Wendy Loundermon and the Company.

Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das.

to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc.

Form of Pre-funded Warrant.

Form of Common Warrant.

Form of Representative’s Warrant.

Form of Pre-funded Warrant.

Form of Common Warrant.

Form of Placement Agent Warrant.

Revolving Promissory Note, dated July 10, 2025, issued by Drone Nerds Inc and Anzu Robotics, LLC to Banesco USA.

Promissory Note issued by XTI Drones Holdings, LLC to New Drone Nerds S-Corp, Inc., dated November 10, 2025.

Promissory Note issued by XTI Drones Holdings, LLC to New Anzu Robotics S-Corp, LLC, dated November 10, 2025.

Form of Placement Agent’s Warrant.

Pre-Funded Warrant, dated January 5, 2026.

Amended and Restated 2011 Employee Stock Incentive Plan.

Form of Incentive Stock Option Agreement.

October 27, 2014

Form of Non-Qualified Stock Option Agreement.

October 27, 2014

Form of Restricted Stock Award Agreement.

October 27, 2014

Employment Agreement dated November 4, 2016, by and between Sysorex USA and Soumya Das.

April 17, 2017

Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc.

and Soumya Das

and Amendment No.

1 to Board of Directors Services Agreement with Kareem M.

Irfan dated February 4, 2019.

Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy.

License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

Software License and Distribution Agreement, dated as of June 19, 2020, by and among Inpixon, Cranes Software International Ltd.,

and Systat Software, Inc.

and Waiver to Exclusive Software License & Distribution Agreement, dated as of June 30, 2020, by and among Inpixon, Cranes Software

International Ltd., and Systat Software, Inc.

4 to Inpixon 2018 Employee Stock Incentive Plan.

to the Inpixon 2018 Employee Stock Incentive Plan

Distribution Agreement, dated as of July 22, 2022, between Inpixon and Maxim Group LLC

of Securities Purchase Agreement.

Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC

2 to Board of Directors Services Agreement, dated as of May 16, 2022, between Inpixon and Kareem M.

to the Inpixon 2018 Employee Stock Incentive Plan

Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp.

Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp.

Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp.

1 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC.

Amended and Restated Senior Secured Note with Loan Schedule.

of Security and Pledge Agreement.

Transaction Bonus Plan, dated July 24, 2023.

Amendment to Employment Agreement, dated July 24, 2023, between Inpixon and Wendy Loundermon.

of Securities Purchase Agreement by and between Damon Motors Inc.

of Convertible Promissory Note to be issued by Damon Motors Inc.

of Common Share Purchase Warrant to be issued by Damon Motors Inc.

of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc.

September 4, 2018

Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy.

Patent License Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

Exclusive Software License and Distribution Agreement, dated as of June 19, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.

June 22, 2020

Amendment and Waiver to Exclusive Software License & Distribution Agreement, dated as of June 30, 2020, by and among Inpixon, Cranes Software International Ltd., and Systat Software, Inc.

Form of Securities Purchase Agreement.

October 20, 2022

Placement Agency Agreement, dated as of October 18, 2022, by and between Inpixon and Maxim Group LLC

October 20, 2022

Form of Securities Purchase Agreement by and between Damon Motors Inc.

October 23, 2023

Form of Convertible Promissory Note to be issued by Damon Motors Inc.

October 23, 2023

Form of Common Share Purchase Warrant to be issued by Damon Motors Inc.

October 23, 2023

Form of Securityholder Support Agreement by and among Inpixon, Grafiti Holding Inc., Damon Motors Inc.

and certain securityholders.

of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders.

of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders.

2 to Equity Distribution Agreement, dated as of June 13, 2023, by and between Inpixon and Maxim Group LLC.

Trust Agreement, dated as of December 27, 2023, by and among Inpixon, Grafiti Holding Inc.

October 23, 2023

Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are insiders.

October 23, 2023

Form of Lockup Agreement by and among Grafiti Holding Inc., Damon Motors and certain securityholders who are not insiders.

October 23, 2023

Liquidating Trust Agreement, dated as of December 27, 2023, by and among Inpixon, Grafiti Holding Inc.

and the sole original trustee named therein.

Amendment to Senior Secured Promissory Note, dated as of December 30, 2023, by and between Inpixon and XTI Aircraft Company.

Amendment to Senior Secured Promissory Note, dated as of February 2, 2024, by and between Inpixon and XTI Aircraft Company.

Agreement, dated March 12, 2024, by and between Inpixon and Streeterville Capital, LLC.

Purchase Agreement, dated March 12, 2024, by and between Inpixon and 3AM Investments LLC.

of Indemnification Agreement.

Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc.

and Nadir Ali.

Agreement, dated March 12, 2024, by and between XTI Aerospace, Inc.

and Wendy Loundermon.

to Employment Agreement, dated March 12, 2024, by and between Inpixon and Nadir Ali.

to Employment Agreement, dated March 12, 2024, by and between Inpixon and Wendy Loundermon.

to Inpixon Transaction Bonus Plan, dated March 11, 2024.

of Acknowledgement Agreement.

January 3, 2024

Form of Indemnification Agreement.

March 15, 2024

Aircraft Purchase Agreement, dated February 2, 2022, among XTI Aircraft Company, Mesa Airlines, Inc.

and Mesa Air Group, Inc.

Purchase Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc.

and Streeterville Capital, LLC.

dated as of May 1, 2024, of XTI Aircraft Company.

Agreement, dated as of May 1, 2024, by and between XTI Aerospace, Inc.

and Streeterville Capital, LLC.

Agreement, dated as of May 1, 2024, by and between XTI Aircraft Company and Streeterville Capital, LLC.

of Exchange Agreement.

Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc.

April 15, 2025

Employment Agreement, dated May 6, 2024, by and between XTI Aerospace, Inc.

and Scott Pomeroy.

Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc.

Employment Agreement, dated May 8, 2024, by and between XTI Aerospace, Inc.

and Brooke Turk .

Axton Offer Letter

Director Compensation Policy .

3 to Equity Distribution Agreement, dated as of May 28, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC .

4 to Equity Distribution Agreement, dated as of May 31, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC .

Agreement, dated May 30, 2024, by and between XTI Aerospace, Inc.

and the Warrant Holder.

5 to Equity Distribution Agreement, dated as of June 10, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC .

6 to Equity Distribution Agreement, dated as of June 14, 2024, by and between XTI Aerospace, Inc.

and Maxim Group LLC.

of Exchange Agreement .

Tensie Axton Offer Letter

Non-Employee Director Compensation Policy .

Agreement, signed June 18, 2024, by and between Damon Motors Inc.

6 unchanged sentences

and XTI Aerospace, Inc.

Agreement, dated October 28, 2024, by and between XTI Aerospace, Inc.

and Jennifer Gaines.

Waiver and Release, dated November 17, 2024, by and among XTI Aerospace, Inc., 3AM Investments LLC and Streeterville Capital, LLC.

4 unchanged sentences

Settlement Agreement, dated March 27, 2025, by and between XTI Aerospace Inc., 3AM Investments LLC, Grafiti Group LLC, and Nadir Ali.

March 28, 2025

Form of Lock-Up Agreement.

March 31, 2025

Letter from Marcum LLP to the Securities and Exchange Commission, dated March 27, 2025.

March 27, 2025

Form of Lock-Up Agreement.

Amended and Restated XTI Aerospace, Inc.