Exhibit 2.1

Share Purchase and Transfer Agreement

between

XTI AEROSPACE, INC.

as the Seller

and

EVO 467. GmbH as the Purchaser

concerning the sale and purchase of 100 % of the shares in

Inpixon GmbH
Berlin / Germany

3 February, 2026

Definitions

sHARE purchase and transfer agreement

between

(the “Seller”);

and

(the “Purchaser”)

The Seller and the Purchaser hereinafter also referred to jointly as the “Parties” and each as a “Party”.

WHEREAS,

Now therefore, the Parties agree as follows:

Inpixon GmbH (formerly named (firmierend) Nanotron Technologies GmbH) is a company with limited liability (Gesellschaft mit beschränkter Haftung, GmbH) with registered office in Berlin / Germany, having its business address at Knesebeckstraße 62/63, 10719 Berlin / Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Berlin Charlottenburg under HRB 42324 B.

Inpixon’s registered share capital amounts to a total nominal value of EUR 656,830.00 divided into 656,830 shares with serial nos. 1 to 656,830 having a nominal amount of EUR 1,00 each. The Seller is the sole shareholder of Inpixon and holds all shares in Inpixon.

IntraNav GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung, GmbH) with registered office in Eschborn / Germany, having its business address at Frankfurter Strasse 27, 65760 Eschborn / Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 92924.

The registered share capital of IntraNav GmbH amounts to a total nominal value of EUR 52,829.00. It is divided into 52,829 shares with the serial nos. 5 through 52,833, having a nominal amount of EUR 1.00 each. All shares, except for the shares with serial nos. 14,380 through 15,629, which are owned by IntraNav itself, are held by Inpixon (the shares held by Inpixon the “IntraNav Shares”). The current list of shareholders filed with the commercial register does not yet reflect the change of Inpixon’s name from Nanotron Technologies GmbH to Inpixon GmbH and, therefore, needs to be updated.

Aware RTLS, Inc., a Texas/US corporation, having its registered office at 15505 Wright Brothers Dr., Suite 2B, Addison, Texas 75001 (“Aware”). Aware has one million common shares authorized, of which 1,000 shares (each an “Aware Share” and jointly the “Aware Shares”) were issued to Seller in exchange for the Seller’s contribution of all those assets (the “Aware Assets” pursuant to that certain Bill of Sale, dated January 26, 2026 (the “Aware Bill of Sale”) used by Seller in connection with the operation of the Aware (the “Aware Business”) prior to Seller’s formation of Aware on January 26, 2026. Seller has contributed all of its Aware Shares to Inpixon, as of January 29, 2026.

The Seller hereby sells and assigns (verkauft und tritt ab) all of the Inpixon Shares to the Purchaser upon the terms and conditions of this Agreement. The Purchaser hereby accepts such sale and assignment and purchases the Inpixon Shares from the Seller.

The sale and transfer of the Inpixon Shares shall include all ancillary rights appertaining thereto (Nebenrechte) including the right to receive all profits for the financial year beginning on 1 January 2026 and the right to any accrued profits for all previous financial years if and to the extent they have not been distributed to the Seller before the Signing Date. Any subsequent amendments to the annual accounts of the German Target Group Companies after the Signing Date shall not entitle the Seller to any subsequent dividend rights in case of surplus profits or the Purchaser to a purchase price adjustment in case of a shortfall in profits.

Immediately prior to the Signing Date, the Seller waived its claim for repayment under the Shareholder Loan Inpixon including accrued interest (the “Shareholder Loan Waiver Inpixon”) in a waiver letter substantially in the form of the draft attached as Schedule 3.1.

Immediately prior to the Signing Date, Inpixon waived its claim for repayment under the Share-holder Loan IntraNav including accrued interest (the “Shareholder Loan Waiver IntraNav”, together with the Shareholder Loan Waiver Inpixon, the “Shareholder Loan Waiver”).

At or prior to the Signing Date, Seller shall contribute to the capital reserve of Inpixon USD 500,000 (the “Addition to Capital Reserve”).

The total (net) purchase price for the sale and transfer of the Inpixon Shares amounts in total to EUR 4,640,000 (in words: Euro Four Million Six Hundred Forty Thousand) (the “Purchase Price”). The Purchase Price is a fixed price and is not subject to any adjustment, subject to Section 4.2 below.

The Purchase Price shall not become due and payable to the Seller as of the Signing Date but be deferred and bear interest at rate of 5% per annum as from the Signing Date until the fourth anniversary of the Closing Date (the “Maturity Date”) as which time the remaining unpaid balance of the Purchase Price, including all accrued, but unpaid interest, shall be paid in full, subject to the provisions of Section 4.2 below, as applicable.

Seller shall assist Purchaser and the Target Group Companies in transitioning the Target Group Companies’ accounting and financial data from Seller’s existing accounting systems (including Seller’s ERP and related financial platforms) to such accounting systems and software as Purchaser may elect to use (the “Accounting Systems Transition”). For a reasonable transitional period not to exceed three (3) months following the Closing Date, Seller shall make certain of its accounting and finance personnel reasonably available to assist Purchaser and the Target Group Companies in connection with the Accounting Systems Transition.

All such assistance shall be provided on a fee-for-service basis, and Purchaser shall reimburse Seller for:

(A) all time spent by Seller’s personnel in connection with the Accounting Systems Transition, charged at Seller’s then-current internal or external cost rates (as applicable), and

(B) all direct, allocable accounting system costs incurred by Seller during the transition period that are attributable to the Target Group Companies, including without limitation ERP system fees, accounting software subscriptions, reporting tools, and related third-party service costs, in each case plus reasonable out-of-pocket expenses.

To the extent Seller provides transitional access to, or support in connection with, human resources, payroll, or employee administration systems used by the Target Group Companies prior to the Closing Date (including, without limitation, BambooHR or similar platforms) (the “HR System Transition”), Purchaser shall reimburse Seller for all direct, allocable HR system costs, subscription fees, and personnel time incurred by Seller in support of the Target Group Companies during the applicable transition period not to exceed three (3) months following the Closing Date, on the same fee-for-service basis described above.

Seller shall, upon Purchaser’s reasonable request, assist Purchaser and the Target Group Companies in transitioning certain software systems, IT infrastructure, and technology tools used by the Target Group Companies prior to the Signing Date and which Purchaser desires the Target Group Companies to continue using (the “IT Systems Transition”). Seller shall make certain of its personnel reasonably available to assist with such IT Systems Transition for a reasonable period not to exceed three (3) months following the Closing Date.

Purchaser acknowledges and agrees that:

(A) the Target Group Companies shall be responsible for obtaining and maintaining their own software licenses and third-party rights following the Closing Date, and

(B) Purchaser shall reimburse Seller for all direct, allocable IT system and subscription costs incurred by Seller during the transition period that are attributable to the Target Group Companies, including without limitation Microsoft licenses, cloud services, security tools, collaboration software, hosting services, and other SaaS or IT subscriptions, whether prepaid by Seller or paid by Seller to maintain continuity of operations.

Seller shall invoice Purchaser monthly for all personnel time, system costs, subscription fees, and out-of-pocket expenses incurred pursuant to this Section. Purchaser shall pay such invoices in accordance with Seller’s standard payment terms.

Seller shall have no obligation to provide any accounting, HR, IT, or other operational services to Purchaser or the Target Group Companies following the expiration of the applicable transition periods. Nothing herein shall be construed as creating a transition services agreement or any obligation beyond the limited, paid transitional assistance expressly described in this Section.

The Purchaser may at any time prior to the Maturity Date, discharge Seller’s Unwind Option by effecting a payment (the “Unwind Payment”) of at least 50% of the entire Purchase Price plus interest pursuant to Section 4.2 above accrued as per and including the actual payment date in cash to the Seller (the “Unwind Buy-out Amount”) and thereafter the terms of Section 4.2.1 shall no longer be applicable.

It is the joint understanding of the Parties that the Transaction is either not subject to value added tax (or comparable foreign tax) (“VAT”) or exempt from VAT. The Seller will refrain from waiving any VAT exemptions and will not opt for VAT. If Seller must pay VAT, the Purchase Price shall be increased by the amount of such VAT, unless such VAT is owed as result of waiving a VAT exemption and opting for VAT. The Purchaser is obliged to pay the relevant additional amounts to the Seller within ten (10) Business Days after receipt of a proper invoice in accordance with sections 14, 14a German VAT Act (Umsatzsteuergesetz, “UStG”) or comparable provisions of a law of any other applicable jurisdiction.

Immediately following the notarization of this Agreement, or on such other date as mutually agreed upon by the Parties, and provided that on such date the Closing Condition continues to be fulfilled or waived, the Parties shall consummate the Closing Actions (as defined below), which in their entirety shall constitute the “Closing”.

The Closing shall primarily take place virtually by carrying out the Closing Actions by exchanging and/or signing the required documentation electronically (e-mail, fax or electronic signature), unless statutory law provides for a stricter form requirement.

Any matters which require the physical presence of any individuals to be carried out shall take place at such location(s) as mutually agreed upon by the Parties on the Closing Date.

The day on which the Closing is supposed to take place shall be referred to as the “Scheduled Closing Date”. The day on which the Closing actually takes place and is completed shall be referred to as the “Closing Date”.

On or before the Scheduled Closing Date, the Parties shall take simultaneously (Zug um Zug) the following actions (the “Closing Actions”), to the extent they have not already been performed before:

The Seller shall pass together with the Purchaser a shareholder’s resolution of Inpixon substantially in the form of the draft attached as Schedule  5.1.2 (A), withdrawing the appointment of Mr Soumya Das as managing director of Inpixon and appointing Mr. David Almström as the new managing director of Inpixon with immediate effect as of the Closing Date and to effect the corresponding register filings no later than within 3 Business Days as from the Closing Date.

The Purchaser may waive the Closing Actions set forth in Sections 5.1.2 by written notice to the Seller. The effect of a waiver shall be limited to eliminating the need that the respective Closing Action is being taken at the Closing and shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement.

After all Closing Actions have been performed or waived, the Parties shall vice versa confirm in a written document, a draft of which is attached hereto as Schedule  5.1.4 (the “Closing Confirmation”) that the Closing Actions have been performed or waived and that the Closing has occurred. The legal effect of the Closing Confirmation shall be limited to serving as evidence that all Closing Actions have been performed or waived and that the Closing has occurred, but the execution of the Closing Confirmation shall not limit or prejudice the rights of the Parties arising under this Agreement or under applicable law. The Parties will provide the acting notary with a copy of the Closing Confirmation once executed.

The Parties hereby irrevocably instruct the acting notary to file a new list of shareholders in accordance with Sec. 16 para 1 and Sec. 40 para 2 German Limited Liabilities Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, “GmbHG”) with the commercial register of Inpixon after the notary has received the Closing Confirmation duly executed and signed by the Seller and the Purchaser.

The Seller hereby irrevocably authorizes the Purchaser, with effect as of the Closing, to participate in shareholders’ meetings of Inpixon and to exercise their voting rights in relation to the shares of Inpixon and to resolve shareholders’ resolutions on behalf of the Seller before the Purchaser is deemed to be the holder of the Inpixon Shares in relation to Inpixon pursuant to Sec. 16 para 1 sentence 1 GmbHG.

The Parties shall take the following actions, immediately after Closing, to the extent they have not already been performed before

The Parties assume that no registration, filing, application, notice, approval or waiver from any court or governmental authority is necessary for the conclusion and execution of this Agreement. However, the Parties will, immediately after Closing, assess if the conclusion and execution of this Agreement and the legal transactions contemplated herein by the Purchaser, require a registration, filing, application, notice, approval or waiver from any court or governmental authority.

The current list of shareholders for Inpixon filed with the commercial register does not yet reflect the change of Seller’s name from Inpixon, Inc. to XTI Aerospace, Inc. and, therefore, needs to be updated.

The Seller hereby warrants to the Purchaser by way of independent guarantee pursuant to Sec. 311 para 1 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”) and subject to the requirements and limitations provided in this Sec. 7 or otherwise in this Agreement that the following statements in Section 7.1 to Section 7.17 (jointly “Seller’s Warranties” and each a “Seller’s Warranty”) are true and accurate as of the Signing Date and at any such other date specifically mentioned in any respective Seller’s Warranty, except as disclosed otherwise in Schedules or as expressly set forth otherwise in this Agreement.

The Parties agree that

The information set out in Section 1 concerning the Target Group Companies is correct. The German Target Group Companies have been duly incorporated and are duly existing under the laws of the Federal Republic of Germany. Aware has been duly incorporated and is duly existing under the laws of Texas, United States of America. No written notice of termination has been given, and no termination has been announced in writing, by any shareholder of the Target Group Companies.

The Inpixon Shares, the Aware Shares and the IntraNav Shares have been effectively issued, fully paid, either in cash or in kind and the related contributions on the shares made, have been maintained, not been repaid or returned in any manner, in whole or in part, whether open or disguised, directly or indirectly and there have been no payments or transactions in breach of Sec. 30 GmbHG. There is no obligation to make any additional payment or other contribution with respect to any of the shares (keine Nachschusspflichten).

The Seller is the sole legal and beneficial owner of the Inpixon Shares and Inpixon is the sole legal and beneficial owner of the Aware Shares and the IntraNav Shares.

There are no outstanding option rights, subscription rights or other specific rights entitling to or convertible into any existing or new shares in the Target Group Companies binding upon Inpixon or the Seller.

The Inpixon Shares, the Aware Shares and the IntraNav Shares are free and clear of any encumbrances, liens, pledges, other rights of the Seller or third parties or other defects of title (Rechtsmängel) established or otherwise attached to the Inpixon Shares, the Aware Shares or the IntraNav Shares.

Unless provided otherwise for by statutory law or the articles of association of the Target Companies, the Seller has the full right, capacity and authority to transfer the Inpixon Shares without transfer restrictions or encumbrances and without such a disposal infringing any rights of a third party.

Other than the agreements listed in Schedule  7.3.3, no Target Group Company has entered into any agreement with the Seller or any of its direct or indirect shareholders, relatives (Angehörige) within the meaning of section 15 (1) of the German Tax Code of the Seller outside the ordinary course of business or at the terms which are not at arm’s length.

The Target Group Companies are not involved in any judicial, arbitral or regulatory proceedings, which are pending and involve in any case an amount in dispute of more than EUR 75,000.00 (in words: euro seventy-five thousand). To the Seller’s Best Knowledge, no such proceedings have been threatened in writing against any Target Group Companies.

The Target Group Companies have not, in the last 36 (thirty-six) months prior to the Signing Date, received a written notice or written allegation from either a competent public authority or a data subject alleging non-compliance with data protection legislation or any of the data protection principles.

The Purchaser is aware, and the Seller does not grant any warranty in this respect except, that the Target Group Companies and their business operations may not be and may have not been compliant with applicable data protection and data security laws, regulations or code of practice, including the European General Data Protection Regulation (Datenschutzgrundverordnung) and the local data protection acts applicable to the German Target Group Companies or Aware, concerning the protection and/or processing of personal data or otherwise.

Except as expressly set forth otherwise in this Agreement, particularly except for data protection and data processing laws and regulations, to the Seller’s Best Knowledge, the German Target Group Companies conduct their respective business in compliance with all material applicable laws and regulations.

Except as set forth on Schedule 7.7, to the Seller’s Best Knowledge, the Target Group Companies hold all material permits and licenses (the “Public Permits”) that are required, if any, under applicable public laws (öffentliches Recht) in order to conduct the business of the Target Group Companies as presently conducted and which are important for its respective business. To the Seller’s Best Knowledge, no Public Permit was revoked, restricted or subjected to subsequent orders (nachträgliche Anordnungen). To the Seller’s Best Knowledge, no written threat or written notice of any such revocation, restriction or subsequent order has been given. If there are any permits or licenses required not currently possessed by any of the Target Group Companies, the Purchaser agrees to obtain or establish a plan to obtain such permits or licenses within the Reconciliation Period.

The individual annual financial statements (including a balance sheet (Bilanz), profit and loss statement (Gewinn- und Verlustrechnung), notes (Anhang) of the German Target Group Companies for the financial years ending as of 31 December 2024 as attached hereto as Schedule  7.9.1 (the “Financial Statements”)

The Parties agree that this Section 7.9 shall not qualify as an “objective” guarantee regarding the financial statements (keine objektive Bilanzgarantie), but rather as a “subjective” guarantee regarding the financial statements (subjektive Bilanzgarantie) only. Therefore, the statements contained in this Section 7.9 shall be regarded correct, inter alia, even in the event that any (contingent) liabilities have not been reflected or provisions have not been recognized in the Financial Statements due to the subjective lack of awareness or evidence when preparing the Financial Statements (even if, from an objective perspective/in hindsight such liabilities/provisions would have been required to be reflected in the Financial Statements).

Further, the Parties agree that the financial statements as of 31 December 2025 will be prepared consistently with the manner and method used to prepare the financial statements as of 31 December 2024, as amended.

From 1 January 2024 to the Closing Date the business operations of the Target Group Companies have been conducted in the ordinary course and substantially in the same manner as before, in particular the Target Group Companies have not:

The information technology (hardware and software i.e. in particular the networks, computer and communication systems, interfaces and other technical systems for storing, processing or transmitting data) used by the German Target Group Companies meets, in all material respects, the requirements of the business operations of the German Target Group Companies as currently conducted, and is free from any material defects that materially affect its functionality (normal wear and tear excluded). To the Seller’s Best Knowledge, any material license fees have been paid when due.

The Purchaser is aware that the following hardware and software which is currently used by the Target Group Companies is owned or licensed by the Seller and will not be transferred to the Target Group Companies: Netsuite - ERP, Microsoft Office 365 / Outlook, Hubspot, BambooHR, Egnyte, Atlassian, Zendesk, Dropbox, Adobe, GitHub, Networksolutions.com, and OpenAI, but may be available for a transitionary period under provisions of Section 4.2.3 hereof.

Schedule  7.16 lists for the Target Group Companies’ top five clients and suppliers (if applicable) (respectively) by revenue for the year 2025.

No Person has acted directly or indirectly as a broker, finder or financial advisor for the Target Group Companies or the Seller in connection with the negotiations relating to the Transaction for which the Target Group Companies will become obligated to pay a fee or commission.

Further, in case of a Breach, but without prejudice to Section 8.4 a.), the Purchaser may not claim that the Purchase Price was calculated based (i) on incorrect assumptions or economic parameters or (ii) on a wrong valuation of the Inpixon Shares and/or the business operations of the Target Group Companies or a wrong valuation method applied (in particular based on a wrong multiple, multiplicators, etc.).

Any payment by the Seller pursuant to this Section 8 shall be deemed as a subsequent reduction of the Purchase Price.

Any and all claims of the Purchaser towards the Seller arising out of or in connection with this Agreement shall be time-barred (verjähren) at the earlier of (i) twenty-four (24) months as of the Signing Date, except for claims arising out or in connection with a Breach of a Seller’s Warranties under Sections 7.1 and 7.2, which shall be time-barred five (5) years after the Signing Date and (ii) claims arising from the Tax Indemnity in Section 10.2, which shall become time-barred in accordance with Section 10.7. Sec. 203 BGB shall not apply.

The Seller shall not be liable for, and the Purchaser shall not be entitled to claim for, any damages incurred by the Purchaser under or in connection with a Seller’s Warranty made in Section 7, if and to the extent that:

The Seller shall not be liable for, and the Purchaser shall not be entitled to bring any claim under a Seller’s Warranty, if and to the extent that the underlying facts or circumstances giving rise to a Breach were known (Kenntnis) to the Purchaser or its direct or indirect shareholders at the Signing Date.

The following facts and circumstances are deemed to be known by the Purchaser as of the Signing Date, irrespective of Purchaser actual knowledge thereof:

The Purchaser confirms that the Purchaser is not aware of any fact or circumstances that could constitute a Breach of a Seller’s Warranty or could otherwise give rise to any claim under this Agreement.

The Parties agree that where one and the same set of facts (Sachverhalt) qualifies under more than one provision entitling the Purchaser to a claim or remedy under this Agreement or any applicable statutory laws, there shall be only one claim or remedy (no double-dip).

In the event of a Breach of a Seller’s Warranty pursuant to Section 7 that may give rise to liability of the Seller under the terms of this Agreement, the Purchaser shall notify the Seller of such Breach without undue delay (unverzüglich) after becoming aware of the relevant circumstances of the inaccuracy or potential Breach of Warranty in writing (the “Breach Notice”). The Breach Notice must contain a reasonably detailed description of the potential Breach of Warranty and the Purchaser’s potential claim arising therefrom, including the estimated amount of such claim, and the Purchaser shall give the Seller the opportunity to cure the breach within the period of time indicated in Section 8.1 above.

In the event that any action, claim, demand or proceeding with respect to which the Purchaser may request indemnification pursuant to Section 8 is asserted or announced against any Target Group Company or the Purchaser by any third party (including any tax or governmental authority) (a “Third Party Claim”), the Purchaser shall notify the Seller thereof by way of a Breach Notice and provide the Seller with copies of documents setting forth the Third Party Claim or demand and of all time-sensitive documents. Neither the Purchaser nor any Target Group Company shall make any admission of liability, agreement or compromise in relation to any Third-Party Claim without the prior written consent of the Seller.

Section 254 BGB shall apply. The Purchaser shall in particular be obliged to prevent the occurrence of any damages and to limit the scope of any damages incurred.

If the Seller exercises the Unwind Option, the non-compete covenants under Section 9.1 above shall automatically terminate and not any longer bind the Seller.

The following shall be considered Operating Capital and shall be subject to the limitations set forth in Section 4.2.3(b):

For the purposes of this Agreement the following terms, shall have the following meaning:

“Shareholder Loan Tax Cap” means an amount equal to USD 2,500,000, representing the maximum aggregate liability of the Seller under this Agreement in respect of all Taxes arising in Germany as a result of, or in connection with, the pre-Closing waiver, contribution, cancellation, or other elimination of all or any portion of the Shareholder Loan and any related intercompany balances, including any taxable income resulting from any portion thereof being treated as non-substantiated (in German: nicht werthaltig) for German tax purposes.

“Taxes” means all direct and indirect taxes and withholding taxes within the meaning of Section 3 para. 1 of the German Tax Code (AO), social security and pension contributions, customs duties, and any similar assessments or charges imposed by any competent governmental authority or public body in charge of imposing any Tax (collectively, the “Tax Authorities”), pursuant to the applicable law of any other jurisdiction , in each case together with any interest, penalties, surcharges and additions and irrespective of whether the aforementioned levies are owed primarily (including withholding taxes), as a consequence of any statutory secondary liability (e.g. due to Section 75 AO) or are owed as a consequence of any contractual liability (e.g. due to a tax sharing or tax indemnity agreement) or of any other civil law liability, but excluding deferred taxes and/or notional taxes (such as reductions of loss carry forwards or future depreciation);

“Tax Return” shall mean any return, declaration or similar document relating to any Tax and submitted or to be submitted to any Tax Authority, including any schedule or attachment thereto;

Subject to the limitations set forth in this Agreement (including, without limitation, Section 8.2 para (3), Section 8.6, Section 8.10 and this Section 10) the Seller shall indemnify the German Target Companies,

The Purchaser shall ensure that, except as required by applicable law or by any binding request or order of a Tax Authority, and after having given the Seller the opportunity to intervene, neither the Purchaser nor any of the Target Group Companies will on or after the Signing Date take any action, make or change any Tax election, amend any Tax Return, take a Tax position, undertake or omit to undertake any action or enter into any transaction, merger or restructuring in relation to the German Target Group Companies that results in an increase of Taxes imposed on the Seller unless otherwise directed by Seller and/or Seller’s tax professionals. If the Purchaser fails to comply with such obligation or the obligations set out in Section 10.6 the Purchaser shall indemnify the Seller from and against any (additional) Taxes resulting therefrom, unless that the Purchaser’s failure has neither prejudiced the Seller to defend nor mitigate such (additional) Taxes.

Any claims under this Section 10 shall not become time-barred prior to the expiration of a period of six (6) months after the respective Tax assessment for the relevant Tax underlying the claim has become final and unappealable (formell und materiell bestandskräftig), provided, however that any claims of the Purchaser shall become time-barred at the latest five (5) years after the Signing Date.

Except as otherwise expressly provided in this Agreement, claims arising out of or in connection with this Section 10 shall be subject only to the limitations expressly provided for in this Section 10.

The Purchaser hereby guarantees to the Seller, by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to sec. 311 para. 1 of the BGB the following:

Purchaser is acquiring the Inpixon Shares and the Target Group Companies for its own account.

No Person has acted directly or indirectly as a broker, finder or financial advisor for the Purchaser in connection with the negotiations relating to the Transaction for which the Seller will become obligated to pay a fee or commission.

The conclusion and execution of this Agreement and the legal transactions contemplated herein by the Purchaser, do not require clearance by any merger control authority.

In the event that the Purchaser is in breach of any warranty pursuant to Section 11.1 above, the Purchaser shall indemnify and hold harmless the Seller from and against any damages incurred by the Seller. The limitation period for any claims of the Seller shall be twelve (12) months as of the Signing Date.

In order to avoid over-indebtedness or any other reason for insolvency on the part of Inpixon, the Purchaser undertakes towards the Seller to subordinate, and to uphold such subordination during the Unwind Option Exercise Period, all current and future claims arising from funding granted by the Purchaser to the Target Group Companies, including repayment claims of such funding. The Purchaser’s claims against Inpixon arising from funding by Purchaser to the Target Group Companies may only be settled from future profits, any liquidation surplus, or from free assets exceeding the company’s other liabilities, after all company creditors within the meaning of section 39 (2) InsO have been satisfied and on an equal footing with the shareholders’ claims for repayment of contributions within the meaning of section 199 sentence 2 InsO (Qualifizierter Rangrücktritt).

The Purchaser shall indemnify the Seller from any and all claims, liabilities and damages (within the meaning of Section et seq. 249 BGB) arising out of or otherwise related to any breach of Purchaser’s obligations and undertakings under Section 12.1 above.

The Seller and the Purchaser shall cooperate and use best efforts to provide for a smooth transition of the Target Group Companies to the Purchaser as soon as possible after Closing.

This Agreement shall be governed by the laws of the Federal Republic of Germany excluding its conflict of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

All disputes arising out of or in connection with this Arbitration or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute e.V. (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall comprise three (3) arbitrators. The place of arbitration shall be Düsseldorf, Germany. The language of the arbitral proceedings shall be English. This shall not prevent the Parties from asserting any claims under this Agreement against the other Party by seeking injunctive relief before the competent courts.

All notices, requests and other communications hereunder shall be made in writing (Textform) in the English language and delivered by hand, by courier, by mail or by telefax, in each case accompanied with a corresponding email, to the person and the address set forth below, or such other address as may be designated by the respective Party to the other Party in the same manner:

To Seller:

XTI AEROSPACE, INC.

Attn. Ms Brooke Turk, CFO

8123 S. InterPort Boulevard

Englewood, Colorado 80112, USA

Email: [●]

With copy to:

[●]

To Purchaser:

EVO 467. GmbH (in future: Inpixon Holding GmbH)
[●]

With copy to:

[●]

or to such other recipients or addresses which may be notified by a Party to the other Party in the future in writing. The requirement to provide copies to certain persons shall be for convenience purposes only and failure to send such copy shall not affect the validity of service of any notice. For the avoidance of doubt: Receipt of the notice, requests and other communications via accompanying email does not substitute receipt of the notice, requests and other communications in written form.

The Parties shall without undue delay give written notice to the other Party of any changes in the addresses set forth above. In the absence of any such communication, the address stated above shall remain valid.

Any transaction taxes and notarial fees payable for the notarization of this Agreement shall be borne equally on half each by the Seller and the Purchaser. In all other cases, each Party shall bear its own fees and expenses in connection with the preparations for and completion of the Transaction contemplated herein.

This Agreement represents the entire understanding and agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations and communications relating to such subject matter unless otherwise specifically stated in this Agreement. Neither Party shall be liable to the other Party or to any third party for any promise, representation, warranty, covenant, provision or practice except as specifically stated in this Agreement.

Any amendment to or waiver of this Agreement shall be made in writing and shall have no effect before signed by the duly authorized representatives of both Parties or, in the case of a waiver, by the Party waiving compliance with this Agreement, unless more stringent form requirements (e.g. notarization) must be satisfied under applicable law.

Failure by any Party at any time to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

This Agreement and the rights and obligations specified hereunder shall be binding upon and inure to the benefit of the Parties and shall not be assignable by either Party without the prior written consent of the other Party.

If any part of this Agreement is held to be invalid or unenforceable, such determination shall not invalidate any other provision of this Agreement. However, the Parties hereto shall attempt, through negotiations in good faith, to replace any part of this Agreement so held to be invalid or unenforceable in order to give effect to the commercial intentions of the Parties when signing this Agreement. The failure of the Parties to reach an agreement on a replacement provision shall not affect the validity of the remaining provisions of this Agreement. The preceding shall apply mutatis mutandis to any gap that may be found to exist in this Agreement. The legal principle contained in section 139 of the German Civil Code, including in the sense of a reversal of the burden of proof, shall not apply.

This deed was read aloud to the persons appearing, approved by them and signed by them and the notary public as below.

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