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 Common Stock outstanding immediately prior to
the filing of this Registration Statement. Although MSK is not obligated to, it may accept shares of 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
(“NRS”) 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 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.
NRS
78.752 empowers a corporation to purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and the liability
and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation
would have the authority to indemnify such person against such liabilities and expenses.
Article
VI of our Restated Articles of Incorporation, as amended, states that the Registrant will indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the Registrant) by reason of the fact that he or she is or was
a director of the Registrant or is or was serving as a director, officer, employee or agent of another entity at the request of the Registrant
or any predecessor of the Registrant against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges
and expenses (including attorneys’ fees and disbursements) that he or she incurs in connection with such action or proceeding.
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.
(a) The undersigned Registrant hereby undertakes:
(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; and
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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.