The validity of the Common
Stock being offered under this Registration Statement will be passed upon for the Registrant by Mitchell Silberberg & Knupp
LLP, New York, New York (“MSK”). As of the date of this Registration Statement, MSK and certain principals of
the firm own securities of the Registrant representing in the aggregate less than five percent of the shares of the Registrant’s
Common Stock outstanding immediately prior to the filing of this Registration Statement. Although MSK is not obligated to, it may
accept shares of the Registrant’s Common Stock issued under the 2018 Plan in payment for services in the future.
Item 6. Indemnification of Directors and Officers.
Unless otherwise stated
or the context otherwise requires, the terms “we,” “us,” “our” and the
“Registrant” refer collectively to Inpixon.
The Nevada Revised
Statutes provide that we may indemnify our officers and directors against losses or liabilities which arise in their corporate
capacity. The effect of these provisions could be to dissuade lawsuits against our officers and directors.
Section 78.7502 of
the Nevada Revised Statutes (“NRS”) provides that:
(1) A corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or proceeding if the person: (a) is not liable pursuant to
NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did
not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement
of the action or suit if the person: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
(3) To the extent
that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with
the defense.
NRS 78.751 provides
that:
(1) Any discretionary
indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made: (a) by the stockholders; (b) by the board of directors by majority
vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained,
by independent legal counsel in a written opinion.
(2) The articles of
incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
(3) The indemnification
pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) does not
exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by
a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action. A right to indemnification or to advancement of expenses
arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such
provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative
action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the
time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred;
and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Article X of our Bylaws,
as amended, provides that every person who was or is a party or is threatened to be made a party to or is involved in any action,
suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom
he is the legal representative is or was a director or officer of the Registrant or is or was serving at the request of the Registrant
or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture,
trust, or other enterprise shall be indemnified and held harmless to the fullest extent permissible by the Nevada Revised Statutes
from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him in connection therewith, except any expense or payments incurred
in connection with any claim or liability established to have arisen out of his own willful misconduct or gross negligence.
Item 9. Undertakings.
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(a)
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The
undersigned Registrant hereby undertakes:
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(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus
required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the
prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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to include any material
information with respect to the plan of distribution not previously disclosed in this Registration statement or any material
change to such information in this Registration Statement.
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Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.