EXCHANGEAGREEMENT

Exhibit 10.1

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”), dated as of April 19, 2017, is by and between Inpixon, a Nevada corporation (formerly known as Sysorex Global) (the “Company”), and Hillair Capital Investments L.P. (“Hillair”). Defined terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debenture (as defined below) issued pursuant to the Securities Purchase Agreement, dated as of August 9, 2016 (the “Purchase Agreement”), between the Company and Hillair.

WHEREAS, pursuant to the Purchase Agreement, the Company issued Hillair an 8% Original Issue Discount Senior Secured Convertible Debenture due August 9, 2018 in the principal amount of $5,700,000 (the “Debenture”); and

WHEREAS, subject to the terms and conditions herein, the parties agree to certain amendments and waivers regarding the interest payment due under the Debenture on May 9, 2017.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Hillair agree as follows:

1.             May 9, 2017 Interest Payment. Solely in respect of the interest payment due under the Debenture on May 9, 2017 in the amount of $343,267 (the “Interest Payment”), the parties hereby agree as follows:

2.             Representations and Warranties of Company. The Company hereby makes the representations and warranties set forth below as of the date of its execution of this Agreement.

(a)           Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)           No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Interest Shares and the consummation by it of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect. All Equity Conditions other than condition (k) are satisfied and will remain satisfied through the Payment Date. A further waiver shall be required in the event any such conditions are not met pursuant to, and in accordance with the time frames under, the Debenture.

(c)          Company Acknowledgement. The Company acknowledges and agrees that holding period for purposes of Rule 144 in respect of the Interest Shares commenced on the issuance date of the Debenture and the Company covenants to take no position or action that is contrary to the foregoing acknowledgement.

3.            Representations and Warranties of Hillair. Hillair represents and warrants that the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and this Agreement has been duly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

4.            Public Disclosure. On or before 8:30 am (New York City time) on the Trading Day immediately following the date hereof, the Company shall file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and attaching this Agreement as an exhibit thereto.

5.            Effect on Transaction Documents. Except as specifically modified herein, all of the terms, provisions and conditions of the Transaction Documents shall remain in full force and effect and the rights and obligations of the parties with respect thereto shall, except as specifically provided herein, be unaffected by this Agreement and shall continue as provided in such documents and shall not be in any way changed, modified or superseded by the terms set forth herein.

6.            Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

7.            Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and Hillair.

8.            Governing Law. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York. For the avoidance of doubt, Section 5.9 of the Purchase Agreement shall apply to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Exchange Agreement to be duly executed by their proper and duly authorized officers as of the day and year first above written.

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