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Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-31 · 183 added, 220 removed, 704 unchanged (36% of the section changed)

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Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with our annual report on Form 10-K for the year ended December 31, 2019, we reported a material weakness in our internal control over financial reporting resulting from the determination following initial audit procedures that the documentation underlying the preparation of forward projections, which included copies of customer contracts underlying the basis of projecting revenues and support for the projected cost structures associated with determining the fair value of the Sysorex Note as of December 31, 2019, was not sufficient thereby requiring material adjustments to be made to the carrying value of the Sysorex Note as determined by management as of December 31, 2019.

To address the material weakness, during the year ended December 31, 2020, we enhanced our internal technical accounting capabilities by engaging and using third-party advisors to assist in areas requiring specialized technical accounting expertise, including with respect to designing the procedures and processes associated with assessing the fair value of our equity and debt instruments.

We have tested these

measures and believe these measures have enabled us to remediate the underlying control deficiency that gave rise to the previously disclosed material weakness.

Following such remediation, our principal executive officer and our principal financial officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework issued in 2013.

Based on the assessment, our principal executive officer and our principal financial officer determined that, as of December 31, 2020, our internal control over financial reporting is effective.

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Changes in Internal Control over Financial Reporting

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OTHER INFORMATION

The disclosure set forth below is provided in connection with Item 1.01, Item 2.03 and Item 3.02.

Stock Purchase Agreement

On March 25, 2021 (the “Signing Date”), we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Game Your Game, Inc., a Delaware corporation (“GYG”), Rick Clemmer (“Clemmer”) and Martin Manniche who is also a director of GYG (“Manniche,” and, together with Clemmer, the “Sellers”), pursuant to which we will acquire an aggregate of 522,000 shares of common stock of GYG (the “Purchased Shares”), representing 52.2% of the outstanding shares of common stock of GYG on a fully diluted basis, on the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement (the “Acquisition”).

GYG’s business consists of developing and providing solutions using sports data and analytics.

All defined terms used herein and not otherwise defined have the meanings set forth in the Purchase Agreement.

Subject to the terms and conditions of the Purchase Agreement, we will acquire the Purchased Shares as follows:

(i) 283,473 Purchased Shares from GYG in exchange for $1,666,932 in cash (the “Cash Consideration”), and (ii) 238,527 Purchased Shares from the Sellers, in exchange for a number of our shares of common stock, par value $0.001 per share, equal to $1,403,103 divided by the lesser of (A) the closing price per share of our common stock, as reported by the Nasdaq Stock Market, immediately prior to the Closing and (B) the average closing price of Inpixon’s common stock, as reported by the Nasdaq Stock Market, for the 5 trading days immediately preceding the Closing (the “Buyer Shares,” and, together with the Cash Consideration, the “Purchase Price”).

The Cash Consideration will be used for working capital purposes and to satisfy certain outstanding payroll obligations of GYG.

We intend to issue the Buyer Shares in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act.

The Closing of the Acquisition will be subject to a number of closing conditions, including the entry into or delivery of certain ancillary agreements and documents by the parties, such as the Stockholders’ Agreement (as defined below), as well as other closing conditions customary for transactions of this type.

We anticipate that all closing conditions will be satisfied or waived on or around April 1, 2021;

however, there can be no assurance that the closing conditions will be satisfied or waived or that other events will not intervene to delay or result in the failure to close.

The Purchase Agreement includes representations, warranties and covenants made by the parties that are customary for agreements of this type.

The Sellers and/or GYG will be required to indemnify us for breaches of their representations and warranties, breaches of certain covenants, and for losses arising out of other specified matters, in each case, to the extent set forth and as more fully described in the Purchase Agreement.

Such indemnification obligations are subject to a cap equal to the amount of the Purchase Price, except in cases of the Sellers’ and/or GYG’s fraud or breaches of certain specified representations and warranties.

In addition, we will be entitled to certain information rights with respect to GYG’s financials, certain inspection rights with respect to GYG’s properties and books and records and anti-dilution protection in the event GYG issues additional shares of capital stock.

The Purchase Agreement contains certain customary termination rights, including, among others, (i) the right to terminate the Purchase Agreement prior to the Closing for GYG’s or the Sellers’ breach of any representations, warranties, agreements or covenants, subject to a 30 day cure period, and (ii) the right to terminate the Purchase Agreement if the Closing has not occurred within 120 days of the Signing Date, provided that such failure to close is not the result of the terminating party’s breach of the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.23 to this Annual Report on Form 10-K and is incorporated herein by reference.

Other Agreements

The Purchase Agreement contemplates the execution of additional agreements and instruments, on or before the Closing, including, among others, the following:

Board Adviser Agreement

On the Signing Date, we entered into a Board Adviser Agreement (the “Adviser Agreement”) with Clemmer, under which Clemmer will serve as a member of our newly-formed advisory board and provide advice to our board of directors with respect to certain matters relating to our business.

Stockholders’ Agreement

In connection with the Closing, the Company will enter into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with GYG and certain other stockholders of GYG, including the Sellers and such stockholders identified on Exhibit A of the Stockholders' Agreement (collectively, the “Minority Stockholders”).

Pursuant to the terms of the Stockholders’ Agreement, the Minority Stockholders will vote their shares to (i) ensure that GYG’s board of directors is comprised of one director and (ii) elect the person we designate from time to time to serve as GYG’s sole director.

The Stockholders’ Agreement will impose certain transfer restrictions on the Minority Stockholders, with limited exceptions for Minority Stockholders other than the Sellers.

In addition, we will be entitled to a right of first refusal in the event a Minority Stockholder wants to transfer shares to a third party, as well as customary drag-along rights in the event a third party offers to purchase all of GYG’s outstanding capital stock.

The Stockholders’ Agreement will also grant us an option (the “Purchase Option”) to purchase all of the remaining outstanding capital stock, on a fully diluted basis, of GYG (the “Remaining Shares”).

The Purchase Option will be exercisable by us at any time prior to the 3 rd anniversary of the Closing of the Acquisition.

Upon exercise of the Purchase Option, we will be entitled to purchase the Remaining Shares for an aggregate purchase price of $7,170,000, subject to a downward adjustment if GYG is unable to achieve certain financial-based performance targets during a specified period of time.

Beginning on March 15, 2022 through June 14, 2022, pursuant to the terms of a Securities Purchase Agreement, dated September 13, 2021 (as further described under the header "Recent Events" in Item 7 of this annual report), each holder of our Series 7 Preferred Stock may require us to redeem all or part of the shares then held by such holder in cash for the Redemption Amount, provided that in connection with certain events of default described in the Certificate of Designation, the Redemption Amount may be increased to 110% of the Stated Value plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses, or amounts due in respect of such shares.

If we fail to pay the full Redemption Amount timely, we will be obligated to pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from the due date until the redemption amount and all interest thereon are paid in full.

In the event a holder of Series 7 Preferred Stock elects to exercise its right of redemption, warrants for 75% of the underlying warrant shares issued to such holder in connection with the purchase agreement pursuant to which the shares of Series 7 Preferred Stock were issued will be forfeited.

The aggregate Redemption Amount that we may be required to pay is equal to $49.25 million.

As of the date of this filing, we received redemption notices in an aggregate amount equal to $33 million and have redeemed of 33,000 shares of Series 7 Preferred Stock and forfeiture of 19,800,000 corresponding warrants.

Effective as of March 16, 2022, we entered into a third amendment (the “Third Amendment”) to the Original Note.

Pursuant to the terms of the Third Amendment, the maturity date of the Original Note was extended from March 18, 2022 to March 18, 2023 (the “Maturity Date Extension”).

In exchange for the Maturity Date Extension, we agreed to pay a 2% extension fee in the amount of $56,860.09 (the “Extension Fee”), which was added to the outstanding balance of the Original Note.

Following the application of the Extension Fee, as of March 16, 2022, the outstanding balance of the Original Note was $2,900,654.45.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.40 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information provided in Item 9B of this annual report is intended to satisfy the disclosure requirements of Items Items 1.01, 2.03 and 2.04 of Form 8-K to the extent required by such items.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Soumya Das 49 Chief Operating Officer

Tyler Hoffman 51 Chief Revenue Officer

Wendy Loundermon 51 Chief Financial Officer and Secretary of Inpixon and Secretary of Inpixon Canada, Inc.

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Ali served as the Chief Executive Officer of Sysorex Inc.

SYSX) and continues to serve on its board of directors.

SYSX) and continued to serve on its board of directors until May 2021.

Ali is also the Managing Director of 3AM LLC, a company that advises and invests in certain asset classes including real estate and other asset classes since April 26, 2011.

Ali also serves in the capacities set forth below for each of our following direct and indirect subsidiaries (a) director of Inpixon India Limited since April 1, 2005 (b) director and President of Inpixon Canada, Inc., since January 1, 2020, (c) Managing Director of Inpixon GmbH since May 8, 2020, (d) Managing Director of Inpixon GmbH since May 8, 2020, (e) Managing Director of Inpixon Limited since May 13, 2020, (f) Managing Director of Nanotron Technologies GmbH since October 6, 2020 (g) Chief Executive Officer and a director of Design Reactor, Inc.

since April 30, 2021, (h) director of Game Your Game, Inc.

since April 9, 2021, (i) director of Active Mind Technology Ltd.

and (j) Managing Director of IntraNav GmbH.

From 1998 to 2001, Mr.

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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 also 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.

Tyler Hoffman

Hoffman has served as our Chief Revenue Officer since May 2020.

Prior to joining Inpixon, from January 2018 until January 2020, Mr.

Hoffman was Vice President of Enterprise Sales, North America for Visa, Inc.

From November 2016 until January 2018, Mr.

Hoffman served as a consultant to early stage companies with a focus on sales and execution.

From December 2015 until November 2016, Mr.

Hoffman served as Vice President of Sales for Ticketfly, a division of Pandora providing technology and services for live events.

Prior to Ticketfly, Mr.

Hoffman was Vice President of Sales at Quid, Inc., a software platform specializing in machine learning and augmented intelligence, from May 2014 to May 2015.

Hoffman received a Bachelor of Arts degree in humanities with honors from the University of Oregon.

Wendy Loundermon

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

Since 2014, Mr.

Irfan has been the CEO (Global Businesses) of Cranes Software International (Cranes), a business group offering business intelligence, data analytics and engineering software solutions and services.

Previously, Mr.

Irfan was Chief Strategy Officer at Cranes starting in 2011.

From 2005 until 2011, he was General Counsel at Schneider Electric, a Paris-based global company that specializes in electricity distribution, automation and energy management solutions.

Irfan served earlier as Chief IP & IT Counsel at Square D Co., a US-based electrical distribution and automation business, and also practiced law at two international IP law firms in Chicago.

Irfan 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 2005 to 2011;

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.

Irfan 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.

Irfan’s extensive experience in advising information technology companies, managing corporate governance and regulatory management policies, and over fifteen years of executive management leadership give him strong qualifications and skills to serve as a director of our Company.

Irfan’s 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 as a director of our Company.

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

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Our Board held 9 meetings during 2021 and acted through 11 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).

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.

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The Compensation Committee consists of Kareem Irfan, Leonard Oppenheim and Tanveer Khader, all of whom are “independent” as defined in section 5605(a)(2) of the Nasdaq Listing Rules.

Irfan is the Chairman of the Compensation Committee.

Irfan is the Chairman of the Compensation

The Compensation Committee met 2 times during 2021.

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There is no difference in the manner in which the Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.

In evaluating nominations to the Board, the Governance Committee also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director.

In evaluating nominations to the Board, the Governance Committee

also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director.

Each of the candidates nominated for election to our Board at our last annual meeting of stockholders was recommended by the Governance Committee.

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Name and Principal Position Year Salary

($) Option Awards

($) Stock Awards ($)(1) Option Awards

($)(1) All Other Compensation

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Chief Operating Officer 2020 $ 290,625 $ 48,950 $ — (1) $ 168,000 (1) $ 136,728 (4) $ 644,303

Chief Marketing Officer 2019 $ 275,000 $ 50,000 $ 482,400 (1) $ 92,501 (4) $ 899,901

Wendy Loundermon 2021 $ 280,000 $ 110,000 $ 1,372,500 (1) 261,750 (1) $ 24,232 (5) $ 2,048,482

Chief Financial Officer 2020 $ 250,000 $ 80,000 $ — (1) $ 168,000 (1) $ 8,413 (5) $ 506,413

(1) 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, expected stock volatility and risk free interest rates based on US Treasury rates from the applicable periods.

(2) Automobile allowance and housing allowance.

(1) The fair value of employee restricted stock and 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.

The fair value of each share underlying the restricted stock awards was $1.83.

(2) Automobile allowance.

(3) Accrued vacation paid as compensation, automobile allowance and housing allowance.

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unexercisable Equity

shares, units

of restricted

Nadir Ali 12/21/2012 1 (1) 0 0 225,642.96 12/21/2022 0 0

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05/08/2020 833,333 (4) 166,667 (4) 0 1.10 05/08/2030 0 0

02/19/2021 0 0 0 0 1,500,000 (6) $ 2,745,000

08/16/2021 208,333 (5) 1,291,667 (5) 0 1.03 08/16/2031 0 0

Soumya Das 02/03/2017 1 — 0 188,035.74 02/03/2027 0 0

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05/08/2020 416,666 (4) 83,334 (4) 0 1.10 05/08/2030 0 0

02/19/2021 0 0 0 0 750,000 (7) $ 1,372,500

08/16/2021 83,333 (5) 516,667 (5) 0 1.03 08/16/2031 0 0

Wendy Loundermon 12/21/2012 1 (1) 0 0 225,643.05 12/21/2022 0 0

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02/19/2021 0 0 0 0 750,000 (7) $ 1,372,500

08/16/2021 104,166 (5) 645,834 (5) 0 1.03 08/16/2031 0 0

(1) This option is 100% vested.

(2) This option vests 1/48 th per month at the end of each month starting on the grant date.

(3) This option vests 1/12 th per month at the end of each month starting on the grant date.

(4) This option vests 1/24th per month at the end of each month starting on the grant date.

(2) This option vests 1/48 th per month.

(3) This option vests 1/12 th per month.

(4) This option vests 1/24th per month.

(5) This option vests 1/36th per month.

(6) 750,000 shares of restricted stock were unvested as of December 31, 2021

(7) 375,000 shares of restricted stock were unvested as of December 31, 2021

Employment Agreements and Arrangements

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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 Officer.

Effective as of March 2021, Mr.

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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 and $280,000 effective January 2021.

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.

Employee Stock Incentive Plans

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Amount of Shares of Common Stock.

The number of shares of our common stock initially reserved for issuance under the 2018 Plan was 2,000,000, which number is automatically increased on the first day of each quarter, beginning on April 1, 2018 and for each quarter thereafter through October 1, 2028, by a number of shares of common stock equal to the least of (i) 1,500,000 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 number of shares of our common stock currently available for issuance under the 2018 Plan is 43,000,000, which number is automatically increased 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;

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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.

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.

Amendment and Termination .The 2018 Plan will terminate on January 4, 2028 or at an earlier date by vote of our Board;

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The 2011 Plan is 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 our success.

The number of shares of our common stock available for issuance under the 2011 Plan is 158,424 as of December 31, 2019, which number is automatically increased on January 1 of each of year by 10% of the aggregate number of shares of common stock issued by the Company in the prior calendar year.

The 2011 Plan terminated in accordance with its terms on August 31, 2021 and no new awards will be issued under the 2011 Plan.

Securities Authorized for Issuance under Equity Compensation Plans

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Tanveer Khader $ 47,500 — $ 59,820 — — $ — $ 107,320

(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.

(2) Represents amounts paid in connection with the terms of a consulting agreement pursuant to which Mr.

Irfan is providing advisory services in support of strategic initiatives for which he receives compensation of $ 10,000 a month.

Directors are entitled to reimbursement of ordinary and reasonable expenses incurred in exercising their responsibilities and duties as a director.

Effective 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 nominating committee, a one-time non-qualified stock option grant to purchase 20,000 shares (on a pre-Reverse Splits basis) of the Company’s common stock under the 2011 Plan and restricted stock awards of 20,000 shares (on a pre-Reverse Splits basis) of common stock under the 2011 Plan, which are granted in four equal installments on a quarterly basis and are each 100% vested upon grant.

$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 nominating committee, a one-time non-qualified stock option grant to purchase 20,000 shares (on a pre-Reverse Splits basis) of the Company’s common stock under the 2011 Plan and restricted stock awards of 20,000 shares (on a pre-Reverse Splits basis) of common stock under the 2011 Plan, which are granted in four equal installments on a quarterly basis and are each 100% vested upon grant.

On 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 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 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.

During the year ended December 31, 2020, the independent directors received 20,000 non-qualified stock options and did not receive any restricted stock awards.

During the year ended December 31, 2021, the Board of Directors awarded the independent directors an aggregate of 140,000 non-qualified stock options.

The independent directors did not receive any restricted stock awards during the year ended December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Soumya Das 1,273,746 (6) *

Tyler Hoffman 525,000 (7) *

Wendy Loundermon 1,462,530 (7) *

All executive officers and directors as a group (6 persons) 6,258,643 (8) 4.0 %

More than 5% Beneficial Owner

Hudson Bay Master Fund Ltd.

15,148,820 (9) 9.2 %

Armistice Capital Master Fund Ltd.

15,200,000 (10) 9.2 %

Altium Growth Fund, LP 9,600,000 (11) 6.0 %

Leon Papkoff 9,545,646 (12) 6.0 %

* Represents beneficial ownership of less than 1%.

(1) Based on 150,324,038 shares outstanding as of March 3, 2022.

(2) Includes (i) 1,500,002 shares of common stock held of record by Nadir Ali, which includes 1,500,000 shares of common stock issuable pursuant to a restricted stock grant, subject to certain tax withholding and forfeiture provisions (ii) 522,539 shares of common stock issuable upon exercise of options exercisable within 60 days of March 5, 2021, (iii) 1 shares of common stock held of record by Lubna Qureishi, Mr.

(2) Includes (i) 1,023,474 shares of common stock held of record by Nadir Ali, (ii) 1,897,540 shares of common stock issuable upon exercise of options exercisable within 60 days of March 3, 2022, (iii) 1 shares of common stock held of record by Lubna Qureishi, Mr.

Ali’s wife, and (iv) 1 shares of common stock held of record by the Qureishi Ali Grandchildren Trust, of which Mr.

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(6) Includes (i) 360,222 shares of common stock held of record by Mr.

Das, which includes 750,000 shares of common stock issuable pursuant to a restricted stock grant, subject to certain tax withholding and forfeiture provisions and (ii) 263,525 shares of common stock issuable upon exercise of options exercisable within 60 days of March 5, 2021.

Excludes an additional 250,000 shares of common stock underlying options that are not exercisable within 60 days of March 5, 2021.

(7) Includes (i) 450,000 shares of common stock held of record by Mr.

Hoffman which includes 450,000 shares of common stock issuable pursuant to a restricted stock grant, subject to certain tax withholding and forfeiture provisions and (ii) 75,000 shares of common stock issuable upon exercise of options exercisable within 60 days of March 5, 2021 held by Mr.

Das, (ii) 913,524 shares of common stock issuable upon exercise of options exercisable within 60 days of March 3, 2022.

Excludes an additional 1,200,001 shares of common stock underlying options that are not exercisable within 60 days of March 3, 2022.

(7) Includes (i) 509,248 shares of common stock held of record by Ms.

Loundermon which includes 750,000 shares of common stock issuable pursuant to a restricted stock grant, subject to certain tax withholding and forfeiture provisions and (ii) 265,784 shares of common stock issuable upon exercise of options exercisable within 60 days of March 5, 2021.

Loundermon and (ii) 953,282 shares of common stock issuable upon exercise of options exercisable within 60 days of March 3, 2022.

Excludes an additional 1,312,502 shares of common stock underlying options that are not exercisable within 60 days of March 3, 2022.

(8) Includes (i) 1,892,949 shares of common stock held directly, or by spouse or relative, (ii) 4 shares of common stock held of record by entities, and (iii) 4,365,690 shares of common stock issuable upon exercise of options exercisable within 60 days of March 3, 2022.

(9) Based on information available to us, Hudson Bay Master Fund Ltd.

beneficially owns 15,148,820 shares of Common Stock, consisting of 5,600,000 shares of common stock issuable upon conversion of 7,000 shares of Series 7 Preferred Stock, 5,600,000 shares issuable upon exercise of warrants to purchase common stock and 3,938,424 shares of common stock issuable upon the exercise of outstanding rights.

Hudson Bay Capital Management LP serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities are held.

As such, the investment manager may be deemed to be the beneficial owner of the securities held by Hudson Bay Master Fund Ltd.

Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager.

disclaims beneficial ownership of these securities.

The address of the principal business office of each of Hudson Bay Master Fund Ltd., Hudson Bay Capital Management LP and Mr.

Gerber is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.

(10) Based on information available to us, Armistice Capital Master Fund Ltd.

(the "Master Fund") beneficially owns 15,200,000 shares of Common Stock, consisting of 7,600,000 shares of common stock issuable upon conversion of 9,500 shares of Series 7 Preferred Stock and 7,600,000 shares issuable upon exercise of warrants to purchase common stock.

Armistice Capital, LLC (“Armistice Capital”) is the investment manager of the Master Fund, the direct holder of the securities and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over these securities held by the Master Fund and thus may be deemed to beneficially own these securities.

Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of these securities directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

The address of the principal business office of each of the Master Fund, Armistice Capital and Mr.

Boyd is 510 Madison Avenue, 7th Floor, New York, New York 100220.

(11) Based on information available to us, Altium Growth Fund, LP (the "Fund") beneficially owns 9,600,000 shares of Common Stock, consisting of 4,800,000 shares of common stock issuable upon conversion of 6,000 shares of Series 7 Preferred Stock and 4,800,000 shares issuable upon exercise of warrants to purchase common stock.

Altium Capital Management, LP is the investment adviser of the Fund, the direct holder of the securities, and may be deemed to beneficially own securities, owned by, the Fund.

Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

The address of the principal business office of each of Altium Growth Fund LP, Altium Capital Management, LLC and Altium Growth GP, LLC is 152 West 57th Street, FL 20, New York, NY 10019

(12) Based on information available to us, Mr.

Papkoff owns 4,042,328 shares of common stock and 5,503,318 shares of common stock that have been earned and are issuable as earnout shares in connection with our acquisition of The CXApp.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

11 unchanged sentences

Sysorex Transactions

Nadir Ali, Chief Executive Officer and member of the Board, is also a member of the board of directors of Sysorex.

Sysorex Revolving Loan

13 unchanged sentences

As a result, the Company established a full valuation allowance as of December 31, 2021.

We are required to periodically re-evaluate the carrying value of the note and the related valuation allowance based on

various factors, including, but not limited to, Sysorex’s performance and collectability of the note.

We are required to periodically re-evaluate the carrying value of the note and the related valuation allowance based on various factors, including, but not limited to, Sysorex’s performance and collectability of the note.

Sysorex’s performance against those financial projections will directly impact future assessments of the fair value of the note.

On March 1, 2020, the Company amended the Secured Note to extend the maturity date of the Secured Note to December 31, 2022, to increase the default interest rate from 18% to 21% or the maximum rate allowable by law and to require a cash payment to the Company by Sysorex against the Loan Amount in an amount equal to no less than 6% of the aggregate gross proceeds raised following the completion of any financing, or series of related financings, in which Sysorex raises aggregate gross proceeds of at least $5 million.

Sysorex Receivable

On February 20, 2019, the Company, Sysorex and Atlas Technology Group, LLC (“Atlas”) entered into a settlement agreement resulting in a net award of $941,796 whereby Atlas agreed to accept an aggregate of 16,655 shares of freely-tradable common stock of the Company in full satisfaction of the award.

The Company and Sysorex each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, that 50% of the costs and liabilities related to the arbitration action would be shared by each party following the Spin-off.

As a result, Sysorex owes the Company $616,359 as of December 31, 2019 for the settlement plus the interest accrued during the fiscal year ended December 31, 2020 of $31,824.

There were no repayments during 2020, the highest balance during the fiscal year ended December 31, 2020 was $648,183 and total owed to the Company for this settlement as of December 31, 2020 was $648,183.

As a result, Sysorex owed the Company $648,183 as of December 31, 2020 for the settlement plus the interest accrued during the fiscal year ended December 31, 2021 of $31,824.

Sysorex Settlement

On April 14, 2021, the Company entered into a Securities Settlement Agreement (the “SSA”) and a Rights Letter Agreement (the “RLA”), each with Sysorex, whereby Sysorex agreed to satisfy in full its outstanding debt, in the aggregate amount of $9,088,175.97 as of March 31, 2021, owed to us under that certain secured promissory note, originally dated

December 31, 2018, as amended from time to time, and in connection with the Atlas Debt Settlement.

To effect the Debt Settlement, Sysorex agreed to issue to us (i) pursuant to the terms of the SSA, 12,972,189 shares of its common stock, $0.00001 par value per share, and (ii) rights to acquire 3,000,000 additional shares of its common stock pursuant to the terms of the RLA.

The Debt Settlement was entered into in connection with Sysorex’s closing of a reverse triangular merger with TTM Digital Assets & Technologies, Inc.

In connection with the Debt Settlement, the Company also entered into a Registration Rights Agreement, dated as of April 14, 2021 (the “RRA”), with Sysorex and certain other shareholders of Sysorex (the “Holders”).

Pursuant to the terms of the RRA, Sysorex was required, subject to certain limitations, to register the resale of the shares of common stock held by the Company, with the U.S.

Securities and Exchange Commission (the “SEC”), 90 days following April 14, 2021.

Also, under the RRA, if Sysorex determines to prepare and file with the SEC a registration statement relating to an offering of any of its equity securities, for its own account or the account of others, then the Company will have the right, subject to certain limitations, to require Sysorex to include in such registration statement all or any part of the shares of common stock held by it.

Nadir Ali, Chief Executive Officer and member of the Board, was a member of the board of directors of Sysorex until his resignation on May 14, 2021.

Nadir Ali entered into a consulting agreement with Sysorex, pursuant to which he agreed to provide certain business services specified in the agreement for the benefit of Sysorex in exchange for shares of Sysorex’s common stock.

Systat License Acquisition

12 unchanged sentences

At any time during the first 5-year period of the Term (the "Purchase Option Exercise Period"), we may exercise our option to purchase the Software, Software Source, User Documentation, Systat Intellectual Property, Customer Information and Equipment (as such terms are defined in the License Agreement) from the Systat Parties in exchange for an assignment of our right to receive an additional $1.0 million in principal under the Sysorex Note.

On February 22, 2021, we entered into a Second Amendment to the License Agreement to allow for the exercise of the purchase option in whole or in part any time during the Purchase Option Period and to provide for cash consideration in lieu of an assignment of the Sysorex Note at our option.

On February 22, 2021, we entered into a Second

Amendment to the License Agreement to allow for the exercise of the purchase option in whole or in part any time during the Purchase Option Period and to provide for cash consideration in lieu of an assignment of the Sysorex Note at our option.

In addition, we exercised our option to purchase a portion of the underlying assets, including certain software, trademarks, solutions, domain names and websites from Systat in exchange for consideration in an amount equal to $900,000.

13 unchanged sentences

In addition, the LLC Agreement contains terms and conditions that provide for limitations on liability, restrictions on rights to distributions and certain indemnification rights for CVH’s members.

Consulting Services

Kareem Irfan, a director of the Company, is providing consulting services to the Company in support of strategic initiatives for which he receives compensation of $10,000 a month under a consulting agreement effective through April 30, 2022 unless terminated earlier under the provisions of the agreement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

48 unchanged sentences

Exhibit Filing Date Filed

2.1† Asset Purchase and Merger Agreement dated March 1, 2013 by and among Sysorex Global Holdings Corp., Lilien, LLC and Lilien Systems.

S-1 333-190574

2.1 August 12, 2013

2.1 Agreement and Plan of Merger dated August 31, 2013 by and among Sysorex Global Holdings Corp., Sysorex Merger Sub, Inc., Shoom, Inc.

and the Shareholder Representative.

S-1 333-191648 2.4 October 9, 2013

S-1 333-191648

2.4 October 9, 2013

2.2 Agreement and Plan of Merger dated as of December 20, 2013, by and among Sysorex Global Holdings Corp., AirPatrol Corporation, AirPatrol Acquisition Corp.

1 unchanged sentence

II, and Shareholders Representative Services LLC.

S-1/A 333-191648 2.6 January 21, 2014

S-1/A 333-191648

2.6 January 21, 2014

2.3 Amendment No.

1 to Agreement and Plan of Merger dated February 28, 2014 with AirPatrol Corporation.

S-1/A 333-191648 2.7 March 13, 2014

S-1/A 333-191648

2.7 March 13, 2014

2.4 Amendment No.

10 unchanged sentences

2.1 April 30, 2015

2.8 Agreement and Plan of Merger, dated as of December 14, 2015, between Sysorex Global Holdings Corp.

and Sysorex Global.

8-K 001-36404 10.3 December 18, 2015

2.9† Asset Purchase Agreement, dated November 14, 2016, among Integrio Technologies, LLC, Emtec Federal, LLC, Sysorex Government Services, Inc.

and Sysorex Global.

8-K 001-36404 2.1 November 18, 2016

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

2.10 Amendment No.

1 to Asset Purchase Agreement, dated as of November 21, 2016, by and among Sysorex Global, Sysorex Government Services, Inc., Integrio Technologies, LLC and Emtec Federal, LLC.

8-K 001-36404 2.2 November 28, 2016

2.11 Agreement and Plan of Merger, dated as of February 27, 2017, between Sysorex Global and Inpixon.

8-K 001-36404 2.1 March 1, 2017

2.12 Agreement and Plan of Merger, dated as of July 25, 2018, between Inpixon USA and Sysorex, Inc.

8-K 001-36404 2.1 July 31, 2018

2.7 Separation and Distribution Agreement, dated August 7, 2018 between Inpixon and Sysorex, Inc.

10-Q 001-36404 2.1 August 13, 2018

10-Q 001-36404

2.1 August 13, 2018

2.8 Amendment No.

1 to Separation and Distribution Agreement dated August 31, 2018 between Inpixon and Sysorex, Inc.

8-K 001-36404 10.5 September 4, 2018

8-K 001-36404

10.5 September 4, 2018

Share Purchase Agreement, dated May 21, 2019, by and among Inpixon, Inpixon Canada, Inc., Locality Systems Inc., Kirk Moir, in his capacity as the Sellers’ Representative, the Sellers and Garibaldi Capital Advisors Ltd.

1 unchanged sentence

Asset Purchase Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

8-K 001-36404 2.1 July 1, 2019

8-K 001-36404

2.1 July 1, 2019

Share Purchase Agreement, dated July 9, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc., the Vendors, and Chris Wiegand, in his capacity as the Vendors’ Representative.

8-K 001-36404 2.1 July 11, 2019

8-K 001-36404

2.1 July 11, 2019

Amendment to Share Purchase Agreement, dated as of August 8, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc., the Vendors, and Chris Wiegand, in his capacity as the Vendors’ Representative.

8-K 001-36404 2.1 August 9, 2019

8-K 001-36404

2.1 August 9, 2019

2.13 The Second Amendment to the Share Purchase Agreement, dated August 15, 2019, by and among Inpixon, Inpixon Canada, Inc., Jibestream Inc, and Chris Wiegand, in his capacity as the Vendors’ representative.

8-K 001-36404 2.1 August 19, 2019

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

8-K 001-36404

2.1 August 19, 2019

2.14† Asset Purchase Agreement, dated as of August 19, 2020, by and among Inpixon, Ten Degrees Inc., Ten Degrees International Limited, mCube International Limited and mCube, Inc.

8-K 001-36404 2.1 August 20, 2020

8-K 001-36404

2.1 August 20, 2020

2.15† Share Sale and Purchase Agreement, dated as of October 5, 2020, among Inpixon GmbH, Sensera Limited and Nanotron Technologies GmbH.

3 unchanged sentences

2.17† Stock Purchase Agreement, dated as of March 25, 2021, among Inpixon, Game Your Game, Inc., Rick Clemmer, and Martin Manniche.

10-K 001-36404 2.23 March 31, 2021

2.18† Stock Purchase Agreement, dated as of April 30, 2021, among Inpixon, Design Reactor, Inc., dba The CXApp, the sellers set forth on the signature page thereto and each other person who owns outstanding capital stock of The CXApp and executes a Joinder to Stock Purchase Agreement, and Leon Papkoff, as Sellers’ Representative

8-K 001-36404 2.1 May 6, 2021

2.19† Share Sale and Purchase Agreement, dated as of December 8, 2021, between Nanotron Technologies GmbH and the Shareholders of IntraNav GmbH.

8-K 001-36404 2.1 December 13, 2021

2.20 Amendment to Stock Purchase Agreement, dated as of December 30, 2021, by and between Inpixon and Leon Papkoff, in his capacity as the Sellers’ Representative.

8-K 001-36404 2.1 December 30, 2021

2.21 Second Amendment to Stock Purchase Agreement, dated as of March 3, 2022, by and between Inpixon and Leon Papkoff, in his capacity as Sellers' Representative

8-K 001-36404 2.1 March 9, 2022

3.1 Restated Articles of Incorporation.

16 unchanged sentences

8-K 001-36404 3.1 November 1, 2018

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

3.10 Certificate of Amendment to Articles of Incorporation, effective as of January 7, 2020 (Reverse Split).

8-K 001-36404 3.1 January 7, 2020

8-K 001-36404

3.1 January 7, 2020

3.11 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

8-K 001-36404

3.1 November 19, 2021

3.12 Bylaws, as amended.

S-1 333-190574 3.2 August 12, 2013

S-1 333-190574

3.2 August 12, 2013

3.13 Bylaws Amendment

8-K 001-36404

3.2 September 13, 2021

4.1 Specimen Stock Certificate of the Company.

1 unchanged sentence

4.2 Form of Certificate of Designation of Preferences, Rights and Limitations of Series 4 Convertible Preferred Stock.

8-K 001-36404 3.1 April 24, 2018

8-K 001-36404

3.1 April 24, 2018

4.3 Certificate of Designation of Series 5 Convertible Preferred Stock, dated as of January 14, 2019.

8-K 001-36404 3.1 January 15, 2019

8-K 001-36404

3.1 January 15, 2019

4.4 Promissory Note, dated as of December 21, 2018.

8-K 001-36404 4.1 December 31, 2018

4.5 Warrant to purchase common stock dated March 20, 2013 held by Bridge Bank N.A.

S-1 333-190574 4.3 August 12, 2013

4.5 Form of Warrant Agency Agreement

20 unchanged sentences

8-K 001-36404 4.1 August 14, 2019

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

4.17 Promissory Note, dated as of August 8, 2019

8-K 001-36404 4.1 August 9, 2019

4.18 Promissory Note, dated as of November 22, 2019.

8-K 001-36404 4.1 November 22, 2019

4.16 Description of Registrant’s Securities

10-K 001-36404 4.21 March 3, 2020

4.17 Promissory Note, dated as of March 18, 2020.

8-K 001-36404 4.1 March 20, 2020

4.21 Form of Purchase Warrant

8-K 001-36404 4.1 November 27, 2020

4.22 Form of Pre-Funded Warrant

8-K 001-36404 4.2 November 27, 2020

4.23 Form of Purchase Warrant

8-K 001-36404 4.1 January 25, 2021

4.24 Form of Pre-Funded Warrant

8-K 001-36404 4.2 January 25, 2021

4.25 Form of Purchase Warrant

8-K 001-36404 4.1 February 12, 2021

4.26 Form of Pre-Funded Warrant

8-K 001-36404 4.2 February 12, 2021

4.27 Form of Purchase Warrant

8-K 001-36404 4.1 February 17, 2021

4.28 Form of Pre-Funded Warrant

8-K 001-36404 4.2 February 17, 2021

4.18 Form of Warrant

8-K 001-36404 4.1 September 13, 2021

4.19 Series 7 Convertible Preferred Stock Certificate of Designation, filed with the Secretary of State of the State of Nevada and effective September 13, 2021

8-K 001-36404 3.1 September 15, 2021

10.1+ Amended and Restated 2011 Employee Stock Incentive Plan.

8 unchanged sentences

S-8 333-234458 99.1 November 1, 2019

10.6+ 2018 Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement.

10.6+ 2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement.

10-K 001-36404 10.8 March 31, 2021

10.7+ 2018 Employee Stock Incentive Plan Form of Non-Qualified Stock Option Agreement.

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10-K 001-36404 10.7 March 31, 2021

10.8+ 2018 Employee Stock Incentive Plan Form of Restricted Stock Award Agreement.

10-K 001-36404 10.6 10-K March 31, 2021

10.9+ Director Services Agreement with Leonard A.

25 unchanged sentences

10-K 001-36404 10.51 April 17, 2017

10.18+ Amended Compensation Terms for Soumya Das

10-Q 001-36404 10.9 August 13, 2018

10.18+ Amendment to Employment Agreement dated August 31, 2018 among Inpixon, Sysorex, Inc.

1 unchanged sentence

8-K 001-36404 10.8 September 4, 2018

10.20 Assignment and Assumption Agreement dated August 31, 2018 between members of the Inpixon Group and members of the Sysorex Group

8-K 001-36404 10.4 September 4, 2018

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10.21 Note Purchase Agreement, dated as of December 31, 2018, by and between Inpixon and Sysorex, Inc.

8-K 001-36404 10.2 December 31, 2018

10.22 Sysorex Secured Promissory Note, dated as of December 31, 2018.

8-K 001-36404 10.3 December 31, 2018

10.23 First Amendment Agreement, dated as of February 4, 2019, between Inpixon and Sysorex, Inc.

8-K 001-36404 10.2 February 8, 2019

10.19+ Waiver and Amendment No.

12 unchanged sentences

8-K 001-36404 10.1 April 5, 2019

10.28+ Note Purchase Agreement, dated as of May 3, 2019.

8-K 001-36404 10.1 May 3, 2019

10.29# Das Commission Plan.

10-Q 001-36404 10.11 May 14, 2019

10.30 General Security Agreement, dated May 21, 2019, executed by Locality Systems Inc.

in favor of the Sellers.

8-K 001-36404 10.1 May 22, 2019

10.31 Guaranty Agreement, dated May 21, 2019, executed by Inpixon in favor of the Sellers.

8-K 001-36404 10.2 May 22, 2019

10.32 Third Amendment Agreement, dated as of May 22, 2019, between Inpixon and Sysorex, Inc.

8-K 001-36404 10.3 May 22, 2019

10.33 Note Purchase Agreement, dated as of June 27, 2019.

8-K 001-36404 10.2 June 27, 2019

10.23† Patent Assignment and License-Back Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp.

8-K 001-36404 10.1 July 1, 2019

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10.24† Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy.

2 unchanged sentences

8-K 001-36404 10.2 July 1, 2019

10.37 Form of Promissory Note.

8-K 001-36404 10.6 July 1, 2019

10.38† Note Purchase Agreement, dated as of August 8, 2019.

8-K 001-36404 10.1 August 9, 2019

10.39 Form of Jibestream Note.

8-K 001-36404 10.3 August 9, 2019

10.40† Note Purchase Agreement, dated as of November 22, 2019.

8-K 001-36404 10.1 November 22, 2019

10.41 Amendment to Promissory Note.

8-K 001-36404 10.1 January 7, 2020

10.42 Fourth Amendment Agreement, dated as of March 1, 2020, between Inpixon and Sysorex, Inc.

10-K 001-36404 10.5 March 3, 2020

10.27 Note Purchase Agreement, dated as of March 18, 2020.

4 unchanged sentences

8-K 001-36404 10.1 July 2, 2020

10.46 Promissory Note Assignment and Assumption Agreement, dated as of June 30, 2020, by and between Inpixon, Systat Software, Inc.

and Sysorex, Inc.

8-K 001-36404 10.3 July 2, 2020

10.47 Intercreditor Agreement, dated as of June 30, 2020, among Inpixon, Sysorex, Inc.

and Systat Software, Inc.

8-K 001-36404 10.4 July 2, 2020

10.48+ Employment Agreement, dated May 5, 2020, by and between Inpixon and Tyler Hoffman.

10-Q 001-36404 10.2 August 14, 2020

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

10.30+ Amendment No.

1 unchanged sentence

10-Q 001-36404 10.7 August 14, 2020

10.50† Consulting Agreement, dated as of August 19, 2020, by and between Inpixon and mCube, Inc..

8-K 001-36404 10.1 August 20, 2020

10.51# Reseller and Development License Agreement, dated as of August 19, 2020, by and between Inpixon and mCube, Inc.

8-K 001-36404 10.2 August 20, 2020

10.31 Form of Amended and Restated Limited Liability Company Agreement of Cardinal Venture Holdings LLC.

8-K 001-36404 10.2 October 5, 2020

10.53† Form of Purchase Agreement

8-K 001-36404 10.1 January 25, 2021

10.54† Form of Purchase Agreement

8-K 001-36404 10.1 February 12, 2021

10.55† Form of Purchase Agreement

8-K 001-36404 10.1 February 17, 2021

10.32 Amendment #2 to Promissory Note, dated as of March 17, 2021, by and between Inpixon and Iliad Research and Trading, L.P.

8-K 001-36404 10.1 March 19, 2021

10.33 Securities Settlement Agreement, dated as of April 14, 2021, by and between Sysorex, Inc.

8-K 001-36404 10.1 April 14, 2021

10.34 Right to Shares Letter Agreement, dated as of April 14, 2021, by and between Sysorex, Inc.

8-K 001-36404 10.2 April 14, 2021

10.35 Form of Registration Rights Agreement, dated as of April 14, 2021 by and among Sysorex, Inc.

and the parties to the Securities Subscription Agreement and certain other parties.

8-K 001-36404 10.3 April 14, 2021

10.36# Stockholders’ Agreement, dated as of April 9, 2021, among Inpixon, Game Your Game, Inc.

and the Minority Stockholders.

8-K 001-36404 10.4 April 14, 2021

10.37+ Consulting Agreement, effective as of May 1, 2021, by and between Inpixon and Kareem M.

10.38+ Amendment to the Inpixon 2018 Employee Stock Incentive Plan

8-K 001-36404 10.1 November 19, 2021

10.39 Exchange Agreement, dated January 28, 2022, by and between Inpixon and the Warrant Holder

8-K 001-36404 10.1 January 28, 2022

10.40 Amendment #3 to Promissory Note, dated as of March 1 6 , 202 2 , by and between Inpixon and Iliad Research and Trading, L.P.

21.1 List of Subsidiaries of the Company.

1 unchanged sentence

24.1 Power of Attorney (included on signature page).

Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.

31.1 Certification of the Company’s Principal Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 20 21 .Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 202 1 .

31.2 Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 202 1 .

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Number Exhibit Description Form File No.

Exhibit Filing Date Filed

101.INS XBRL Instant Document X

4 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X

+ Indicates a management contract or compensatory plan.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures