Item 1.01 Entry into a Material Definitive Agreement.
Investment
Securities Purchase Agreement
On April 27, 2022 (the “Original
Issue Date”), Inpixon, a Nevada corporation (“Inpixon”), entered into and consummated the transactions contemplated
by a Securities Purchase Agreement (the “Purchase Agreement”) with an unaffiliated company operating in the insurance technology
sector (“Seller”), pursuant to which Inpixon purchased a 10% Original Issue Discount Senior Convertible Debenture (a “Debenture”)
issued by Seller in an aggregate principal amount of $6,050,000 for a purchase price of $5,500,000. The Purchase Agreement is one of a
series of securities purchase agreements which Seller has or will enter into under a private placement of Debentures commenced in February
2022 (the “2022 Debenture Offering”).
Debenture
Interest, Maturity and
Prepayment. Interest on the Debenture accrues at a rate of 12% per annum, of which 12 months will be guaranteed, and is payable on
each conversion date (as to the principal amount being converted) and on the maturity date, in cash, or in shares of Class A common stock
of Seller (the “Conversion Shares”) upon a conversion of all or a portion of the outstanding principal amount on the Debenture.
The Debenture will mature on the date that is 12 months from the Original Issue Date (the “Original Maturity Date”), which
may be extended or accelerated pursuant to the terms of the Debenture. Seller may elect to extend the maturity for an additional 3-month
period from the Original Maturity Date (the “Extension Period”), provided, that upon such extension, the aggregate amount
due and payable on the Debenture will be increased to 130% of the aggregate amount due and payable on the Debenture at the expiration
of the Original Maturity Date. Seller may prepay all or any portion of the Debenture, provided, that Seller will also pay a prepayment
premium equal to (i) 20% if prior to the Original Maturity Date, or (ii) 30%, if during the Extension Period, of the aggregate amount
due and payable on the Debenture at the time of prepayment, and any prepayment will be made to all purchasers of Debentures in the 2022
Debenture Offering on a pro rata basis based on the respective outstanding principal amounts of the Debentures.
Conversion. At any
time after 270 days following the Original Issue Date, Inpixon may elect to convert all or a portion of the Debenture (a “Voluntary
Conversion”). If Seller consummates a public offering of its Class A common stock for an aggregate price of at least $5,000,000
or a business combination transaction with a special purpose acquisition corporation resulting in the listing of the securities of Seller,
or any successor entity to Seller, on a qualified stock exchange (a “Qualified Offering”), the outstanding amount on the Debenture
will be automatically converted into Conversion Shares (a “Mandatory Conversion”). The number of Conversion Shares issuable
upon a conversion will be the quotient obtained by dividing the outstanding amount on the Debenture to be converted by the conversion
price, which will be equal to (i) in the event of a Voluntary Conversion, $5.00 per Conversion Share, which will be reduced to $4.00 per
Conversion Share if there has been no Mandatory Conversion within 360 days following the Original Issue Date or an event of default occurs;
or (ii) in the event of a Mandatory Conversion, 75% of the issuance price or merger consideration per share, as applicable, in the Qualified
Offering, subject to customary adjustments pursuant to the Debenture.
Default Events. Each
of the following events will constitute an event of default under the Debenture: (i) failure to meet a payment obligation under the Debenture,
(ii) failure to observe other covenants of the Debenture or related agreements, (iii) a default under the Debenture, related agreements
or other material agreements of Seller, (iv) breach of any material representation or warranty, (v) bankruptcy, (vi) default under other
credit arrangements of Seller, (vii) a change in control not resulting from a Qualified Offering, or (viii) any monetary judgment or similar
process entered or filed against Seller for more than $250,000 which is unvacated for a 45 day period. If any event of default occurs,
Inpixon may demand an immediate payment of 130% of the entire outstanding amount on the Debenture, and the interest rate of the Debenture
will be increased to the lesser of (i) 18% per annum and (ii) the maximum rate permitted under applicable law.
Subsidiary Guarantee.
Each of the direct subsidiaries of Seller entered into a guarantee in favor of Inpixon (the “Subsidiary Guarantee”), pursuant
to which each such subsidiary guaranteed the complete payment and performance by Seller of its obligations under the Debenture and related
agreements.
The foregoing summary of the Purchase Agreement,
Debenture and Subsidiary Guarantee does not purport to be a complete description of all of the provisions of such agreements and is qualified
in its entirety by reference to the full text of such agreements, copies of which Inpixon will file as exhibits to its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2022.