Exhibit 10.1

EXCLUSIVE Software LICENSE AND Distribution Agreement*

This Exclusive Software License and Distribution Agreement (the “Agreement”) is by and among Cranes Software International Ltd., a company organized under the laws of India (“Cranes” which expression shall include its successors and permitted assigns wherever the context or meaning shall so require or permit), with a principal office located at # 82 Presidency Building 3 & 4^th Floor St. Mark's Road Bengaluru 560001, Systat Software, Inc., a Delaware corporation (“Systat” which expression shall include its successors and permitted assigns wherever the context or meaning shall so require or permit, with a principal office at 2107 North First Street, Suite 360, San Jose, CA 95131 USA (Systat, Cranes and each of their direct and indirect subsidiaries shall hereinafter be collectively referred to as the “Systat Parties”), and Inpixon, a Nevada corporation, with a principal office at 2479 East Bayshore Road, Suite 195, Palo Alto, CA 94303 (“Inpixon” which expression shall include its successors and assigns wherever the context or meaning shall so require or permit) with an effective date as of June 1, 2020 (the “Effective Date”). Inpixon and the Systat Parties may be individually referred to as a “Party” and collectively as, the “Parties”).

RECITALS

WHEREAS, the Systat Parties own the Software, Software Source and Systat Intellectual Property;

WHEREAS, Systat has certain absolute ownership, exclusive development, marketing and distribution license , along with intellectual property rights associated with the Products (the “Rights”), including rights to sub-license the Rights associated with the Products as set forth in this Agreement.

WHEREAS, Inpixon wishes to procure from Systat Parties and Systat Parties wish to grant to Inpixon: (a) an exclusive license to use, modify, develop, market and distribute the Software, Software Source, User Documentation and related Systat Intellectual Property; (b) an exclusive sub-license to use, modify, develop, market and distribute Software, Software Source, User Documentation and related Intellectual Property licensed to Systat by Cranes;

WHEREAS, Inpixon also desires to obtain, and the Systat Parties wish to grant to Inpixon an option and right of first refusal to purchase the Assets;

WHEREAS, the Parties are willing to enter into this Agreement under the terms and conditions set forth below.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties hereto agree to the following terms and conditions.

ARTICLE 1

DEFINITIONS

* Schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

ARTICLE 2

LICENSE GRANT; SOFTWARE MODIFICATION RIGHTS; CUSTOMER AND DISTRIBUTION CONTRACTS

(a) Market, promote, distribute, sell, import, export, and sublicense the Products and User Documentation, including any modified versions thereof, and identify itself as the licensor and provider of the Products and User Documentation. Inpixon shall distribute the Products pursuant to a sublicense agreement, either included with the Products or otherwise, that is substantially similar to the license the Systat Parties are using as of the Effective Date with respect to granting licenses to the Products to customers, in substantially the form included as Exhibit A hereto, including any mutually agreed upon modifications thereto (the “Software License Form”).

(b) Integrate, incorporate and otherwise bundle any or all of the Products with other Inpixon or third party products licensed, distributed or sold by Inpixon, and market and sublicense the Products and Systat Intellectual Property as integrated, incorporated, or bundled with such other Inpixon or third party products.

(c) Provide Customer Maintenance to Inpixon Customers, Inpixon Subdistributors, Systat Customers, and Systat Subdistributors.

(d) Provide Updates to the Products and User Documentation in connection with Customer Maintenance.

(e) Use the Products, Systat Intellectual Property and User Documentation for its own internal purposes including demonstration testing, promotion and evaluation.

(f) Duplicate copies of the Products and User Documentation for the uses set forth in this Agreement, provided that each such copy shall include an appropriate copyright notice. All such duplication shall be the responsibility of Inpixon.

(g) Sublicense the Products, Systat Intellectual Property and User Documentation, including the right to provide any associated Customer Maintenance, to third parties, including without limitation any of Inpixon’s direct or indirect subsidiaries, affiliates or related parties, and/or any resellers, distributors, industry solution providers, or product integrators, who may in turn further sublicense and/or use the Products or any copies of the Products, and provide Customer Maintenance in each case pursuant to agreements in such form as Inpixon shall determine to be appropriate in its sole and absolute discretion.

(a) Systat hereby grants Inpixon an exclusive, fully transferable, royalty-free license in the Territory for the License Term, to use the Software Source in order to create derivative works and improvements and make modifications, enhancements, changes, or corrections to the Software, Systat Intellectual Property and Software Source (collectively, “Software Modifications”), in each case as determined necessary or appropriate by Inpixon in its sole discretion. The foregoing right and license shall include the right for any of Inpixon’s direct or indirect subsidiaries, affiliates or related parties to create Software Modifications, and for Inpixon to enter into agreements with third-party commercial software vendors or third-party software consultants Inpixon deems necessary for new product innovations. Inpixon shall have the right to use and exploit the Software Modifications as determined in Inpixon’s sole discretion, including in connection with the Products, or Inpixon or third party products licensed, distributed, or sold by Inpixon.

(b) Subject to the Systat Parties’ retained rights in the Software, Software Source and Systat Intellectual Property, as set forth in Section 2.16, Inpixon shall solely and exclusively own all right, title and interest in and to the Software Modifications and the Source Code associated with any Software Modifications. To the extent that, by operation of law, any rights in any applicable Software Modifications are deemed to vest in the Systat Parties, each of the Systat Parties hereby agrees to assign and hereby assigns to Inpixon all of its right, title and interest in and to each such Software Modification and all Intellectual Property embodied in each such Software Modification. To the extent that, by operation of law, the foregoing assignment and agreement to assign is not effective with respect to any rights of the Systat Parties, each of the Systat Parties hereby agrees to grant and hereby grants to Inpixon a royalty-free, fully paid-up, exclusive (even as to the Systat Parties), perpetual, irrevocable, worldwide right and license to exploit any and all of each applicable Systat Party’s rights in each such Software Modification, and each of the Systat Parties agrees not to assert against Inpixon or those taking under its authority any inalienable rights it has or may come to have in any such Software Modification. Upon the request of Inpixon, the Systat Parties shall promptly take such reasonable further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Inpixon to prosecute, register, perfect, record or enforce its rights in any Software Modifications. In addition, Inpixon shall retain sole and exclusive ownership, and all right, title, and interest, both legal and equitable, in and to the Add-In-Module and I/O Technology.

(c) At its option and in its sole and absolute discretion, any time during the License Term or upon termination of this Agreement in accordance with the provisions of Article 7, Inpixon may offer the Systat Parties a non-exclusive license to use, market, and distribute the Software (subject to Inpixon’s exclusive rights hereunder) with the Software Modifications owned by Inpixon upon such terms and conditions as the Parties may agree.

(a) be responsible for marketing and licensing the Products and User Documentation;

(b) be responsible for duplicating and manufacturing the Products and User Documentation and for all costs associated with such responsibilities. Inpixon shall also be responsible for shipping the Products to Inpixon’s customers and for all costs associated with such responsibilities;

(c) have the right to determine the packaging and the pricing of the Products; and

(d) provide direct technical support and Customer Maintenance to all Inpixon Customers, Inpixon Subdistributors, Systat Customers, and Systat Subdistributors. All Customer Maintenance with respect to those Systat Customer Contracts assumed by Inpixon in accordance with Section 2.12 of this Agreement shall be provided by Inpixon; provided, that, if Inpixon is unable to provide such Customer Maintenance due to restrictions or requirements of applicable laws and regulations in the Territory, or for other reasons as determined by Inpixon in its sole discretion, Systat shall continue to provide such Customer Maintenance for the remaining term of the applicable Systat Customer Contract, and in such event, notwithstanding the exclusive nature of the licenses granted hereunder, Systat shall have the right to use the Products, User Documentation, Software Source and Systat Intellectual Property solely for purposes of providing such Customer Maintenance as required pursuant to the applicable Systat Customer Contract. The Systat Parties shall be required to provide such Customer Maintenance unless the Systat Parties are unable to provide such Customer Maintenance solely due to restrictions or requirement of applicable laws or regulations in the Territory, or because the technology personnel required to perform such Customer Maintenance are no longer employed or engaged by the Systat Parties. If neither Inpixon nor the Systat Parties are able to provide Customer Maintenance in connection with an applicable Systat Customer Contract, the Systat Parties shall be responsible for refunding to the applicable Systat Customer all amounts paid by the applicable Systat Customer with respect to Customer Maintenance, or such other amounts as may be required to compensate the Systat Customer in accordance with the applicable Systat Customer Contract.

ARTICLE 3

CONSIDERATION

(a) Two Million Two Hundred Thousand Dollars (USD $2,200,000 Million) in cash (the “Cash Consideration”) payable by wire transfer of immediately available funds to an account to be designated by Systat on or before the Closing Date.

(b) An assignment of a portion of that certain promissory note held by Inpixon and payable to Inpixon by Sysorex, Inc. (“Sysorex”), for up to an aggregate principal amount of Six Million Three Hundred Thousand Dollars (USD $6,300,000) (the “Note”), including the underlying rights and obligations of Inpixon under the Note, in accordance with the terms and conditions of the assignment agreement in substantially the form attached hereto as Exhibit B (“License Note Assignment”) and the intercreditor agreement in substantially the form attached hereto as Exhibit C (the “Intercreditor Agreement”) as follows:

ARTICLE 4

PURCHASE OPTION

(a) a written notice of Inpixon’s election to exercise the Purchase Option:

(b) within thirty (30) days following the exercise of the Purchase Option, a duly executed Asset Purchase Agreement and Bill of Sale (the “Asset Purchase Agreement”) which shall provide for (i) the payment of the Option Purchase Price, by delivery of a duly executed assignment of the Note, on terms and conditions that are substantially similar to the terms and conditions of the License Note Assignment (the “Asset Note Assignment”), or in the event that the Systat Parties cannot accept the Asset Note Assignment as consideration for the purchase of the Assets due to legal or other regulatory restrictions, in cash by wire transfer of immediately available funds to such account(s) that may be designated by the Systat Parties, provided, however, that the Option Purchase Price shall only be satisfied in cash for such portion of the Assets that may not be accepted by the Asset Note Assignment due to legal or regulatory restrictions and (ii) such other customary terms and conditions as the Parties shall determine to be necessary or advisable for a transaction of this nature and agreed by the Parties.

(c) For the avoidance of doubt, the transfer of the Assets upon exercise of the Purchase Option will be governed by the Asset Purchase Agreement.

ARTICLE 5

Termination

(a) by mutual written consent of Systat and Inpixon;

(b) by Systat, if Inpixon fails to deliver the Total Consideration in accordance with Section 3.1 of this Agreement, and such failure shall not have been cured within ninety (90) days after written notice thereof shall have been received by Inpixon;

(c) by Inpixon if Systat commits a breach of any provision of the Transaction Documents and such breach shall not have been cured within thirty (30) days after written notice thereof shall have been received by Systat and

(d) by Inpixon, any time prior to the Closing Date, if it is not satisfied, acting reasonably, with the results of the due diligence review and investigation of the Systat Parties, in its sole and absolute discretion.

(a) Systat shall have the right, but not the obligation, to assume all customer, reseller and subdistributor contracts entered into or performed by Inpixon, with Inpixon Customers or Inpixon Subdistributors, and/or Systat Customers or Systat Subdistributors that are party to Systat Customer Contracts or Systat Subdistributor Agreements, as applicable, that were assigned to and assumed by Inpixon hereunder and that remain in effect as of the termination of this Agreement (collectively, the “Inpixon Contracts”), for the license, distribution and marketing of the Products during the License Term that are in effect as of the applicable termination or expiration date (the “Inpixon Contract Assumption Right”). Notwithstanding the foregoing, Inpixon Contracts shall not be deemed to include any customer, reseller and/or subdistributor contracts pursuant to which Inpixon licensed, sold, or granted rights with respect to any (i) Software Modifications, or (ii) any Inpixon or third party products that are integrated, incorporated or bundled with the Products (collectively “Excluded Inpixon Contracts”). If Systat does not exercise the Inpixon Contract Assumption Right, Inpixon shall retain the rights to license, use and distribute the Products, Software Source, Systat Intellectual Property and User Documentation granted pursuant to this Agreement on a non-exclusive basis, as necessary, to provide support to the applicable Inpixon Customers, Inpixon Subdistributors, Systat Customers and/or Systat Subdistributors (the “Inpixon Contract Support Right”). Inpixon shall retain the Inpixon Contract Support Right with respect to each applicable Inpixon Contract through the end of the applicable maintenance, warranty or other term set forth in such Inpixon Contract (the “Inpixon Contract Maintenance Term”). For purposes of this section, the Inpixon Contract Maintenance Term shall be extended to include the time during which any dispute exists between Inpixon and any Inpixon Customers, Inpixon Subdistributors, Systat Customers and/or Systat Subdistributors concerning the Products, or Inpixon’s obligations to provide support or warranty relief for the Products. The Parties shall work together within thirty (30) business days from the date of termination of this Agreement to develop a transition plan. As part of this transition plan, Systat shall notify Inpixon whether it wishes to assume Customer Maintenance and technical support. If Systat does not notify Inpixon that it will assume Customer Maintenance and technical support, Inpixon shall provide Customer Maintenance through the Inpixon Contract Maintenance Term and shall notify the parties to the applicable Inpixon Contracts of termination such Inpixon Contracts in accordance with their terms and continue to provide support to applicable Inpixon Customers, Inpixon Subdistributors, Systat Customers and/or Systat Subdistributors for a minimum of thirty (30) days from the date of Inpixon’s delivery of a notice of termination with respect to each applicable Inpixon Contract.

(b) Subject to Section 5.3(c), upon termination or expiration of the Inpixon Contract Maintenance Terms for all of the Inpixon Contracts, Inpixon shall return to Systat all copies of the Products, Software Source and User Documentation in the possession of Inpixon, but excluding any Software Source Modification developed and owned by Inpixon in accordance with the terms of this Agreement.

(c) Notwithstanding anything to the contrary in Section 5.3(a) and/or 5.3(b), the Systat Parties acknowledge and agree that following any expiration or termination of this Agreement, (i) the Systat Parties shall not have any rights with respect to the Excluded Inpixon Contracts, and Inpixon shall have the right to continue to exercise its rights and perform its obligations pursuant to the Excluded Inpixon Contracts, and (ii) Inpixon may require use of the Products, Software Source and User Documentation for purposes of using and exploiting the Software Modifications and any Inpixon products integrated, incorporated, and/or bundled with the Products and/or Software Source. Therefore, the Systat Parties will grant, and hereby grant to Inpixon, under all of the Systat Parties’ rights therein, a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide license to: (1) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Products, Software Source and User Documentation; (2) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating or derived from the Products, Software Source and User Documentation; (3) exercise any and all other present or future rights in the Products, Software Source and User Documentation, in each case solely as reasonably necessary or required for Inpixon to (A) exercise its rights and perform its obligations pursuant to the Excluded Inpixon Contracts, (B) use and exploit the Software Modifications, including, without limitation, further developing the Software Modifications or creating improvements to the Software Modifications, and (C) use and exploit any Inpixon products integrated, incorporated, and/or bundled with the Products and/or Software Source. In addition, Inpixon shall have a non-exclusive right and license to use the Systat Trademarks in connection with the rights granted pursuant to this Section 5.3(c), provided, that Inpixon shall not be obligated to use the Systat Trademarks and may use its own branding in connection with the Products, Software Modifications and User Documentation.

ARTICLE 6

Representations and Warranties

(a) Organization and Qualification. Each of the Systat Parties is organized, validly existing and in good standing under the laws of each of the jurisdictions in which the Systat Parties are qualified to do business and has not been discontinued or dissolved under such laws. Except as set forth on Section 6.1(a) of the Systat Disclosure Schedules, no steps or proceedings have been taken to authorize or require such discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of the Systat Parties. Each of the Systat Parties has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 6.1(a) of the Systat Disclosure Schedules sets forth each jurisdiction in which the Systat Parties are licensed or registered to carry on business, and the Systat Parties are duly licensed or registered to carry on business and have submitted all notices or returns of corporate information and other filings required by law to be submitted by it to any governmental authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary, other than where such failure would not have a Material Adverse Effect. All corporate actions taken by the Systat Parties in connection with this Agreement and the other Transaction Documents shall be duly authorized on or before the Closing Date. The Systat Parties have all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform each of their respective obligations under the Transaction Documents. The Transaction Documents constitute valid and binding agreements of the Systat Parties enforceable against them in accordance with their terms.

(b) Systat Intellectual Property.

(i) As of the date of this Agreement and as of the Closing Date, all required filings and fees related to the Systat Intellectual Property have been and will be timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all required registrations applicable to the Systat Intellectual Property (“IP Registrations”) are valid, enforceable and in good standing. The Systat Parties have provided Inpixon with or made available to Inpixon true and complete copies of assignments, file histories, documents, certificates, examiner’s reports, office actions, correspondence and other materials related to the Systat Intellectual Property. The Systat Intellectual Property is used exclusively in the business of the Systat Parties which is legally and beneficially owned by Systat Parties. The Systat Intellectual Property is not held jointly with any other Person. The Systat Intellectual Property is valid, subsisting and enforceable and nothing has been done or omitted to be done by which it may cease to be valid and enforceable. The Systat Parties have not created any equity, lien or other adverse interest over any of the Systat Intellectual Property nor have agreed to grant an option right, license, sub-license, or other adverse right over any of it to any other Person and are not obliged to do the same. None of the Systat Intellectual Property being licensed in this Agreement is subject to any kind of restriction or right of termination.

(ii) Section 6.1(b)(ii) of the Systat Disclosure Schedules lists all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to the Products and Assets to which the Systat Parties are a party, beneficiary or otherwise bound (“IP Agreements”), but in all cases excluding (1) confidentiality and intellectual property assignment agreements with employees, and (2) non-disclosure agreements. The Systat Parties have provided Inpixon with or made available to Inpixon true and complete copies of all the IP Agreements required to be disclosed in Section 6.1(b)(ii) of the Systat Disclosure Schedules, including all modifications, amendments and supplements thereto and waivers thereunder. Each IP Agreement is valid and binding on the Systat Parties in accordance with its terms and is in full force and effect. Neither the Systat Parties nor, to the Systat Parties’ knowledge, is any other party thereto in material breach of or material default under (or is alleged to be in material breach of or material default under) or has provided or received any notice of material breach or material default of or any intention to terminate or modify any IP Agreement, except such terminations or modification as may be required in accordance with the terms of this Agreement, in each case as specifically set for on Section 6.1(b)(ii) of the Systat Disclosure Schedules.

(iii) The Systat Parties are the sole and exclusive legal and beneficial, and with respect to the IP Registrations, registered, owner of all right, title and interest in and to the Products and Assets, and have the valid right to use the Products and Assets in the conduct of their current operations.

(iv) The consummation of the transactions contemplated by the Transaction Documents shall not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person.

(v) The distribution, sale and use of the Products and Assets by the Systat Parties have not infringed, misappropriated, diluted or otherwise violated, and do not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. The use and exploitation by Inpixon of the Products and Assets as permitted hereunder, will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Systat Intellectual Property.

(vi) There are no Actions (including any oppositions, expungement proceedings, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a license): (1) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Systat Parties; or (2) challenging the validity, enforceability, registrability or ownership of the Systat Intellectual Property or the Systat Parties’ rights with respect to the Systat Intellectual Property.

(vii) The Systat Parties have no obligation to compensate any Person for the use of the Products or Assets.

(viii) Section 6.1(b)(viii) of the Systat Disclosure Schedules sets forth all Open Source Software that is included in or integrated with (including as a programming dependency) the Products. No Open Source Software is incorporated (either directly by the Systat Parties, or indirectly, by the incorporation of Third Party Technology that itself incorporates Open Source Software) into or distributed with any of the Products: (1) in a manner that would grant or purport to grant to any Person any rights to or immunities under any of the Products, or (2) under any license requiring the Systat Parties to disclose or distribute the Source Code of any of the Products. The Systat Parties are in compliance with the terms of all licenses applicable to the Open Source Software used by the Systat Parties in connection with the Products, including all copyright notice and attribution requirements.

(c) Brokers and Finders. The Systat Parties have not incurred or taken any action that may give rise to any liability for brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by any of the Transaction Documents.

(d) Noncontravention. Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) conflict with or result in a violation or breach of, or default under, any provision of the Articles of Incorporation, by-laws, or other documents governing the incorporation of the Systat Parties; (ii) violate any constitution, statute, regulation, rule to which the Systat Parties are subject or, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Systat Parties are subject, or (iii) except as set forth on Section 6.1(d) of the Systat Disclosure Schedules conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, license, instrument, or other arrangement to which the Systat Parties are a party or by which they are bound or to which any of the Products or other Assets are subject (or result in the imposition of any security interest upon the Products or other Assets) and (iv) result in the creation or imposition of any encumbrance on the Products or Assets. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Systat Parties in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

(e) Section 6.1(e)(iv) of the Systat Disclosure Schedules sets forth the aggregate gross revenues received by the Systat Parties for the Products by region for the calendar years 2018, 2019 and for the three month period from January 1, 2020 through March 31, 2020 are substantially accurate revenue numbers for the Products.

(f) Customers; Resellers and Distributors.

(i) Section 6.1(f)(i) of the Systat Disclosure Schedules sets forth: (i) the contact information including, name, address, phone number, and email for each customer who accounted for at least $10,000 in gross revenues received by the Systat Parties for the Products for each of the two (2) most recent calendar years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer to the Systat Parties during such periods. None of the Systat Parties have received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing Date, to use the Products or to otherwise terminate or materially reduce their purchase of the Products. The Systat Parties have all necessary rights and consents to provide the information set forth on Section 6.1(f)(i) of the Systat Disclosure Schedules, and providing such information to Inpixon hereunder will not constitute a breach of any agreement between the Systat Parties and a Material Customer.

(ii) Section 6.1(f)(ii) of the Systat Disclosure Schedules sets forth: (1) each reseller or distributor of the Products who accounted for at least $10,000 in gross revenues received by the Systat Parties for the Products for each of the two (2) most recent calendar years (collectively, the “Material Subdistributors”); (2) the material terms and conditions upon which the Material Subdistributors have agreed to distribute the Products including any pricing discounts or other material obligations that the Systat Parties are required to comply with; and (3) the amount of revenue received from each Material Subdistributor during such periods. Except for such terminations that are contemplated by this Agreement as set forth on Schedule 6.1(b)(ii) of the Systat Disclosure Schedules, none of the Systat Parties to the best of their knowledge has received any notice, and has no reason to believe, that any of its Material Subdistributors has ceased, or intends to cease to distribute the Products in accordance with the terms set forth on Section 6.1(f)(ii) of the Systat Disclosure Schedules or to otherwise terminate or materially reduce its relationship with the Systat Parties. The Systat Parties have all necessary rights and consents to provide the information set forth on Schedule 6.1(f)(ii) and providing such information to Inpixon hereunder will not constitute a breach of any agreement between the Systat Parties and Material Subdistributor. To the extent not specified in Systat SigmaPlot Agreements , all licenses and other rights granted by Systat to Inpixon pursuant to this Agreement with respect to the SigmaPlot Software, including but not limited to the exclusive nature of the global rights and the right to develop the Software by Inpixon granted herein, shall be deemed to have been granted by Cranes to Systat under Systat SigmaPlot Agreements as necessary or required to permit the valid grant of all licenses and rights by Systat to Inpixon in accordance with the terms and conditions of this Agreement, without any requirement of executing any amendment agreement to the Systat SigmaPlot Agreements.

(g) No Expropriation. No notice or proceeding in respect of the expropriation of any of the Products or Assets has been given or commenced and there is not any intent or proposal to give any such notice or commence any such proceeding.

(h) Legal Proceedings; Governmental Orders. Except as set forth on Section 6.1(h) of the Systat Disclosure Schedules:

(i) There are no claims, actions, enforcement actions, penalty notices, cause of actions, demands, lawsuits, arbitrations, inquiries, audits, notice of violation, proceedings, litigations, citations, summons, subpoena, notice of assessment, notice or reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity (“Actions”), pending or, to the knowledge of the Systat Parties threatened: (1) against or by the Systat Parties (including any affiliates or related parties) affecting any of Products or Assets; or (2) against or by the Systat Parties or any affiliate of the Systat Parties that concern the Products or Assets or challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and other Transaction Documents. No event has occurred or circumstances exist that may give rise to, or serve as a reasonable basis for, any such Actions.

(ii) There are no outstanding orders, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority and no unsatisfied judgments, penalties or awards against or affecting the Products or Assets.

(i) Compliance With Laws; Permits.

(i) The Systat Parties have complied, and are now complying, with all laws applicable to the sale, distribution, and license of the Products and Assets in all material respects.

(ii) All licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities (“Permits”) required for the sale, distribution, and license of the Products and Assets have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been, and as of the Closing Date will be paid in full. Section 6.1(i)(ii) of the Systat Disclosure Schedules lists all current Permits required for the sale and distribution of the Products, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 6.1(i)(ii) of the Systat Disclosure Schedules.

(j) Full Disclosure. No representation or warranty by the Systat Parties in this Agreement or the other Transaction Documents and no statement contained in the Systat Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Inpixon under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

(k) Product Warranties. THE PRODUCTS AND SOFTWARE SOURCE ARE WARRANTED TO WORK IN CONFORMANCE WITH THE USER DOCUMENTATION SUPPLIED WITH THE PRODUCTS FOR A PERIOD OF ONE-HUNDERED EIGHTY DAYS (180) FROM THE DATE OF Delivery OF THE PRODUCTS AND SOFTWARE SOURCE TO INPIXON. The SYSTAT PARTIES’ EXCLUSIVE OBLIGATION, AND INPIXON’S EXCLUSIVE REMEDY, SHALL BE TO CURE ANY BREACH OF THE WARRANTY SET FORTH in this Section 6.1(K) WITHIN A COMMERCIALLY REASONABLE PERIOD OF TIME (THE “CURE PERIOD”), PROVIDED THAT INPIXON SHALL NOT BE RESPONSIBLE FOR ANY FEES OR COSTS THAT MAY BE INCURRED IN ANY RESPECT DUE TO ANY BREACH OF WARRANTY IN ACCORDANCE WITH THIS SECTION 6.1(k) AND SYSTAT PARTIES SHALL REIMBURSE INPIXON TO THE EXENT THAT ANY COSTS OR FEES MAY BE INCURRED.

(l) No Viruses in Products. None of the Products contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus”, “malware” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data (“Viruses”). The Systat Parties have taken all reasonable steps necessary to prevent the introduction of Viruses into the Products.

(m) Taxes. Each of the Systat Parties shall be solely responsible for and pay all transfer, sales, use, excise, stamp duty and other Taxes due or payable by the Systat Parties and arising or resulting from the transactions contemplated by this Agreement, and shall, at their own expense, file all necessary returns, reports, claims or refunds, filings, declarations, information returns, or statement relating to Taxes that are required to be filed, recorded, or deposited with any Governmental Authority, including any attachment thereto or amendment thereof. Any stamp duty and other related charges payable in India, if any, in relation to the Transaction Documents, shall be the sole responsibility of the Systat Parties.

(n) Employee Matters. Each of the Systat Parties is in compliance with its duties and obligations under all applicable labor and employment-related laws, in any applicable jurisdiction, (including, but not limited to the United States, United Kingdom, Germany, and India) and including, but not limited to, employment standards, workers’ compensation, occupational health and safety, classification, accessibility, immigration, pay equity, and human rights to the extent applicable to the Systat Parties within any jurisdiction in which the Systat Parties operate (including, but not limited to the United States, United Kingdom, Germany, and India) and which the Systat Parties are required to comply with, arising from or as a result of the consummation of the transactions contemplated by the Transaction Documents. None of the Systat Parties is subject to nor will they or Inpixon become liable for any arrears of wages, penalties, fines, orders to pay, assessments, charges, damages or taxes for any failure by the Systat Parties to comply with any of the foregoing arising from or as a result of the consummation of the transactions contemplated by this Agreement. No facts exist which could reasonably be expected to give rise to any claims with respect to applicable labor and employment-related laws in any jurisdiction in which the Systat Parties operate or are otherwise subject to arising from or as a result of the consummation of the transactions contemplated by this Agreement.

(a) Organization and Qualification. Inpixon is organized, validly existing and in good standing under the laws of the state of Nevada and in each of the jurisdictions in which Inpixon is qualified to do business. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or the bankruptcy, insolvency, liquidation or winding up of Inpixon. Inpixon has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.  All corporate actions taken by Inpixon in connection with this Agreement and the other Transaction Documents shall be duly authorized on or before the Closing Date. Inpixon has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform each of their respective obligations under the Transaction Documents. The Transaction Documents constitute valid and binding agreements of Inpixon enforceable against it in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

(b) Non contravention. Neither the execution and delivery of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will (i) conflict with or result in a violation or breach of, or default under, any provision of the Articles of Incorporation, by-laws, or other documents governing the incorporation of Inpixon; (ii) violate any constitution, statute, regulation, rule to which the Inpixon is subject or, any injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, license, instrument, or other arrangement to which Inpixon is a party or that will have a Material Adverse Effect on Inpixon’s ability to carry out its obligations under the Transaction Documents. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Inpixon in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby that will not be obtained on or prior to the Closing Date.

ARTICLE 7

Indemnification and Covenants

ARTICLE 8

Closing Conditions

ARTICLE 9

Covenants

The Systat Parties confirm that that no fees are outstanding between such parties in connection with the Systat SigmaPlot Agreements and will ensure to maintain compliance with any applicable requirements of the Foreign Exchange Management Act or any other applicable Governmental Authority in all material respects, and under no circumstances whatsoever, will Cranes have any kind of recourse to Inpixon for any delay or default in payment of any fees or other dues that are required or may be required to be paid inter se between the Systat Parties, any third party, the Foreign Exchange Management Act or any other applicable Governmental Authority in connection with the Systat SigmaPlot Agreements.

ARTICLE 10

General Provisions

INPIXON:

Inpixon
2479 E. Bayshore Rd.

Palo Alto, CA

E-mail: melanie.figueroa@inpixon.com; notices@inpixon.com
Attn: Melanie Figueroa, General Counsel

With concurrent copies, which shall not constitute notice, to:

Greenberg Traurig, LLP

Attention: Kevin Friedmann, Esq.

Email Address: friedmannk@gtlaw.com

Systat Parties:

****

With a copy, which shall not constitute notice, to:

****

All such notices, Consents, waivers, demands and other communications shall be deemed to have been duly given on the business day sent (or next business day if not sent on a business day or not sent during normal business hours of the recipient) by email to the designated email address set forth above (or to such other email address as a party may designate by written notice to the other parties), provided the sender produces a record of transmission if requested by the addressee.

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IN WITNESS HEREOF, the Parties represent and warrant that this Agreement is executed by duly authorized representatives of each Party on the date set forth below.