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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 12, 2024
XTI AEROSPACE, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-36404 |
|
88-0434915 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
8123 InterPort Blvd., Suite C
Englewood,
CO |
|
80112 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (800) 680-7412
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common Stock |
|
XTIA |
|
The Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
At-The-Market
(ATM) Offering Increase
On June 14, 2024, XTI Aerospace,
Inc. (the “Company”) entered into Amendment No. 6 to the Equity Distribution Agreement (the “Amendment”) with
Maxim Group LLC (“Maxim”), which amends the Equity Distribution Agreement, dated as of July 22, 2022 (the “Original
Agreement”), between the Company and Maxim, as previously amended on June 13, 2023, December 29, 2023, May 28, 2024, May 31, 2024
and June 10, 2024 (as so amended, the “Equity Distribution Agreement”), pursuant to which the aggregate gross sales amount
was increased from approximately $48,800,000 to approximately $83,800,000. Accordingly, pursuant to the Equity Distribution Agreement,
the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
having an aggregate gross sales amount of up to approximately $83,800,000 through Maxim, as the Company’s sales agent. As of June
14, 2024, the Company has sold 10,003,959 shares of Common Stock with an aggregate offering price of approximately $36,400,000, leaving
an aggregate offering price of up to approximately $47,400,000 in Common Stock remaining under the Equity Distribution Agreement (the
“Shares”).
Sales
of the Shares through Maxim, if any, will be made by any method that is deemed an “at the market” offering as defined in
Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq
Capital Market, or any other existing trading market for the Company’s Common Stock or to or through a market marker. Maxim may
also sell the Shares by any other method permitted by law, including in privately negotiated transactions. Maxim will also have the right,
in its sole discretion, to purchase Shares from the Company as principal for its own account at a price and subject to the other terms
and conditions agreed upon at the time of sale. Maxim will use its commercially reasonable efforts, consistent with its sales and trading
practices, to solicit offers to purchase the Shares under the terms and subject to the condition set forth in the Equity Distribution
Agreement. The Company will pay Maxim commissions, in cash, for its services in acting as agent in the sale of the Shares. In accordance
with the Equity Distribution Agreement, Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds
of each sale of Shares. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection
with its services, including the fees and out-of-pocket expenses of its legal counsel.
The Company is not obligated
to make any sales of the Shares under the Equity Distribution Agreement and no assurance can be given that the Company will sell any additional
Shares under the Equity Distribution Agreement, or if the Company does, as to the price or amount of Shares that it will sell, or the
dates on which any such sales will take place. The Equity Distribution Agreement will continue until the earliest of (i) December 31,
2024, (ii) the sale of Shares having an aggregate offering price of approximately $83,800,000, and (iii) the termination by either Maxim
or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Equity Distribution Agreement.
The
Shares will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File
No. 333-279901) (the “Registration Statement”), filed with the Securities and Exchange Commission (the
“SEC”) on May 31, 2024, and the sales agreement prospectus that forms a part of such Registration Statement, following
such time as the Registration Statement is declared effective by the SEC.
In
connection with the Amendment and in accordance with the terms of the Certificate of Designation of Preferences and Rights of Series 9
Preferred Stock, on June 14, 2024, the Company obtained the written consent (the “Consent”) from the holders of at least a
majority of the outstanding shares of the Company’s Series 9 Preferred Stock (the “Required Holders”) to allow the Company
to register and sell up to an additional $47,400,000 in Common Stock under the Equity Distribution Agreement (the “Maximum Amount”)
subject to the following conditions: (a) the Company may sell up to an additional $6 million in shares of Common Stock under the Equity
Distribution Agreement without further consent from the Required Holders (the “Initial Tranche”); (b) the Company agrees to
obtain the consent of the Required Holders for each tranche of additional $5 million in sales of Common Stock under the Equity Distribution
Agreement after the Initial Tranche up to the Maximum Amount; and (c) the Company and the Required Holders will take such actions as may
be necessary to amend Section 12(k) of the Certificate of Designation, if so required by the Required Holders, to provide for the limitations
described in the Consent, which amendment may be filed following the registration of the Maximum Amount of Shares.
The
foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Original Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the SEC on July 22, 2022, the previous amendments to the Original Agreement, which were each filed as Exhibit 10.1 to the Company’s
Current Reports on Form 8-K filed with the SEC on June 13, 2023, January 3, 2024, May 29, 2024, May 31, 2024 and June 10, 2024, respectively,
and the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated by reference herein.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction.
Warrant
Exchange Agreements
On
June 12, 2024 and June 13, 2024, the Company entered into exchange agreements (the “Warrant Exchange Agreements”) with the
holders (the “Warrant Holders”) of certain existing warrants of the Company (the “Existing Warrants”) initially
issued on December 19, 2023, which were exercisable for an aggregate of 491,314 shares of the Company’s Common Stock. Pursuant
to the terms of the Warrant Exchange Agreements, on June 13, 2024, the Company issued to the Warrant Holders 1.5 shares of Common Stock
for each Existing Warrant (rounded up to the nearest whole share), for an aggregate of 736,973 shares of Common Stock (the “Warrant
Exchange Shares”), in exchange for the Existing Warrants (the “Warrant Exchange”), in reliance on an exemption from
registration provided by Section 3(a)(9) of the Securities Act. Following the consummation of the Warrant Exchange, the Existing Warrants
were cancelled and no further shares are issuable pursuant to the Existing Warrants.
The
foregoing description of the Warrant Exchange Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Warrant Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Restricted
Stock Award to Consultant
On
June 12, 2024, the Board of Directors (the “Board”) of the Company approved a grant of 2,680,459 shares of fully vested restricted
stock to Nadir Ali, a consultant, under the Company’s 2018 Employee Stock Incentive Plan, as amended (the “2018 Plan”),
in accordance with the terms of that certain Consulting Agreement, dated March 12, 2024 (the “Consulting Agreement”), by
and between the Company and Mr. Ali, a copy of which was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed
with the SEC on March 15, 2024, and a restricted stock award agreement. On June 13, 2024, the Company issued the restricted stock to
Mr. Ali.
The
foregoing description of Mr. Ali’s restricted stock award does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Restricted Stock Award Agreement attached as Schedule 1 to Exhibit A to the Consulting Agreement, a copy
of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K pertaining to the Warrant Exchange is incorporated by reference
into this Item 3.02. The Warrant Exchange was completed, and the Warrant Exchange Shares were issued in reliance on the exemption from
registration provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Warrant Exchange Shares were issued in exchange
for other outstanding securities of the Company; (b) there was no additional consideration delivered by the Warrant Holders in connection
with the Warrant Exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the Warrant
Exchange.
On June 12, 2024, the Company
entered into an exchange agreement with a holder of shares of the Company’s Series 9 Preferred Stock pursuant to which the Company
and the holder agreed to exchange 300 shares of Series 9 Preferred Stock with an aggregate stated value of $315,000 (the “Preferred
Shares”) for 601,259 shares of Common Stock (the “Preferred Exchange Shares”) at an effective price per share of $0.5239.
The Company issued the Preferred Exchange Shares to the holder on June 13, 2024, at which time the Preferred Shares were cancelled. The
Preferred Exchange Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act,
on the basis that (a) the Preferred Exchange Shares were issued in exchange for other outstanding securities of the Company; (b) there
was no additional consideration delivered by the holder in connection with the exchange; and (c) there were no commissions or other remuneration
paid by the Company in connection with the exchange.
As
of June 14, 2024, the Company has 26,831,422 shares of Common Stock outstanding.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information contained in Item 1.01 of this Current Report on Form 8-K relating to Mr. Ali’s restricted stock award is incorporated
by reference herein to the extent required to be disclosed under this Item 5.02.
On
June 12, 2024, the Board approved the following awards of options to purchase Common Stock (the “Options”) pursuant to the
2018 Plan: 2,812,500 Options were awarded to Scott Pomeroy, the Chief Executive Officer of the Company; 1,640,625 Options were awarded
to Brooke Turk, the Chief Financial Officer of the Company; and 975,000 Options were awarded to Soumya Das, the Chief Executive Officer
of the Company’s Real-Time Location System (RTLS) Division. Each Option has an exercise price of $0.473 per share. The Options will
vest 1/3rd annually over three years starting from the grant date. The Options expire on June 12, 2034.
The
foregoing description of the Options awards does not purport to be complete and is qualified in its entirety by reference to the full
text of the form of Incentive Stock Option Agreement filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on
March 31, 2021, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
April 16, 2024, the Company filed its annual report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”).
Subsequent to the filing of the 2023 10-K, the Company became aware that the 2023 10-K inadvertently disclosed that the Company had paid
Chardan Capital Markets (“Chardan”) $200,000 pursuant to Chardan’s engagement letter with XTI Aircraft Company, dated
as of June 7, 2022, as amended. As of the date hereof, such payment has not yet been made. This correction does not change any previously
reported financial results of operations or any other disclosure contained in the 2023 10-K.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
10.1 |
|
Amendment
No. 6 to Equity Distribution Agreement, dated as of June 14, 2024, by and between XTI Aerospace, Inc. and Maxim Group LLC. |
10.2 |
|
Form
of Exchange Agreement. |
10.3 |
|
Form of Restricted Stock Award Agreement (incorporated by reference to Schedule 1 to Exhibit A to the Consulting Agreement, dated March 12, 2024, by and between the Company and Nadir Ali, which was filed as Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on March 15, 2024). |
10.4 |
|
2018 Employee Stock Incentive Plan Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the on March 31, 2021). |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
XTI AEROSPACE, INC. |
|
|
|
Date: June 14, 2024 |
By: |
/s/ Scott
Pomeroy |
|
Name: |
Scott Pomeroy |
|
Title: |
Chief Executive Officer |
4
Exhibit
10.1
AMENDMENT
NO.6 TO EQUITY DISTRIBUTION AGREEMENT
This
AMENDMENT NO. 6 TO EQUITY DISTRIBUTION AGREEMENT (this “Amendment”) is entered into as of June 14, 2024,
by and between XTI Aerospace, Inc. (formerly known as Inpixon), a Nevada corporation (the “Company”), and Maxim Group
LLC (the “Agent”). All capitalized terms used herein shall have the meanings set forth in the Equity Distribution
Agreement (as defined below), unless otherwise indicated.
RECITALS
WHEREAS,
the Company and the Agent are parties to that certain Equity Distribution Agreement, dated July 22, 2022 (as amended on June 13, 2023,
December 29, 2023, May 28, 2024 May 31, 2024 and June 10, 2024, the “Equity Distribution Agreement”); and
WHEREAS,
the parties hereto desire to amend the Equity Distribution Agreement as provided herein.
NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:
1. Amendment
to Preamble, Section 2(a) and Section 7 of the Equity Distribution Agreement. The Preamble, Section 2(a) and Section 7 of the
Equity Distribution Agreement are hereby amended by replacing the reference to an offering size of up to $48,835,036 of shares with a
reference to $83,835,036 of shares.
2. Amendment to Sections 1(a)(xiii) and 1(a)(xvii) of the Equity Distribution Agreement. Sections 1(a)(xiii) and 1(a)(xvii) of the Equity
Distribution Agreement are hereby amended by adding “Except as disclosed in the Registration Statement and the
Prospectus,” at the beginning of each section.
3. No
Other Amendments. Unless expressly amended by this Amendment, the terms and provisions of the Equity Distribution Agreement shall
remain in full force and effect.
4. Conflicting
Terms. Wherever the terms and conditions of this Amendment and the terms and conditions of the Equity Distribution Agreement are
in conflict, the terms of this Amendment shall be deemed to supersede the conflicting terms of the Equity Distribution Agreement.
5. Titles
and Subtitles. The titles of the sections and subsections of this Amendment are for convenience and reference only and are not to
be considered in construing this Amendment.
6. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to principals
of conflict of laws.
7. Counterparts.
This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first written above.
XTI AEROSPACE, Inc. |
|
|
|
|
By: |
/s/ Scott Pomeroy |
|
Name: |
Scott Pomeroy |
|
Title: |
Chief Executive Officer |
|
|
|
|
MAXIM GROUP LLC |
|
|
|
|
By: |
/s/ Larry Glassberg |
|
Name: |
Larry Glassberg |
|
Title: |
Co-Head of Investment Banking |
|
Exhibit 10.2
EXCHANGE AGREEMENT
This Exchange Agreement (the
“Agreement”) is entered into as of June [●], 2024, by and between XTI Aerospace, Inc. (formerly Inpixon), a
Nevada corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference
to the following facts:
A. Prior
to the date hereof, the Holder acquired certain warrants to purchase shares of the Company’s common stock, $0.001 par value per
share (the “Common Stock”), as described on the signature page of the Holder attached hereto (the “Existing
Warrants”).
B. The
Company and the Holder desire to exchange (collectively, the “Exchange”) the Existing Warrants for such aggregate
number of shares of Common Stock as set forth on the signature page of the Holder attached hereto (collectively, the “Exchange
Shares”). The Exchange Shares and this Agreement and such other documents and certificates related thereto are collectively
referred to herein as the “Exchange Documents”.
C. The
Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933,
as amended (the “1933 Act”).
NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
1. Exchange.
On or prior to the second (2nd) Trading Day (as defined below) after the date hereof (the “Closing Date”), pursuant
to Section 3(a)(9) of the 1933 Act, the Holder hereby agrees to exchange the Existing Warrants for the Exchange Shares and the Company
hereby agrees to issue the Exchange Shares to the Holder in exchange for the Existing Warrants. On the Closing Date, in exchange for
the Existing Warrants, the Company shall deliver the Exchange Shares to the Holder by deposit/withdrawal at custodian in accordance with
the instructions set forth on the signature page of the Holder attached hereto, which Exchange Shares shall bear a restrictive legend.
Upon consummation of the Exchange, the Existing Warrants shall be automatically cancelled without any further action of the Company or
the Holder. For purposes of this Agreement, (x) “Trading Day” means a day on which the principal Trading Market is
open for trading and (y) “Trading Market” means any of the following markets or exchanges on which the Common Stock
is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).
2. Company’s
Representations and Warranties. As of the date hereof:
2.1 Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good
standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties
and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its
Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used
in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,
liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,
taken as a whole, (ii) the transactions contemplated hereby or in any of the other Exchange Documents or (iii) the authority or ability
of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Exchange Documents. Other than
the Persons (as defined below) listed in the Company’s filings with the SEC, the Company has no Subsidiaries. “Subsidiaries”
means any “significant subsidiary” of the Company as such term is defined in Section 1.02(w) of Regulation S-X, and each
of the foregoing, is individually referred to herein as a “Subsidiary.” For purposes of this Agreement, (x) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity or any department or agency thereof and (y) “Governmental Entity” means
any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal,
foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch,
department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled
to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or
instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international
organization or any of the foregoing.
2.2 Authorization
and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement
and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange
Documents and to consummate the Exchange (including, without limitation, the issuance of the Exchange Shares). The execution and delivery
of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including,
without limitation, the issuance of the Exchange Shares, has been duly authorized by the Company’s Board of Directors and no further
filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other
Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective 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.
2.3 No
Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of
the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Exchange Shares) will not (i) result
in a violation of the articles of incorporation, bylaws or any other organizational documents of the Company or any of its Subsidiaries
or any capital stock of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the
rules and regulations of the Nasdaq Capital Market (or such other principal Trading Market on which the Common Stock is then list for
trading, the “Principal Market”) and including all applicable federal laws, rules and regulations) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except,
in the case of clause (ii) or (iii) above, to the extent such violations would not reasonably be expected to have a Material Adverse
Effect.
2.4 No
Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing
or registration with (other than the filing with the Securities and Exchange Commission (the “SEC”) of a Form D with
the SEC, any other filings as may be required by any state securities agencies, filing of a listing of additional shares notification
with the Principal Market in respect of the Exchange Shares, if applicable) any court, governmental agency or any regulatory or self-regulatory
agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by
the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and
registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected
on or prior to the date hereof, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might
prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated
by the Exchange Documents. Except as disclosed in the Company’s filings with the SEC, the Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of
the Common Stock in the foreseeable future.
2.5 Securities
Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance
by the Company of the Exchange Shares is exempt from registration under the 1933 Act pursuant to the exemption provided by Section 3(a)(9)
thereof.
2.6 Status
of Existing Warrants; Issuance of Exchange Shares. Upon issuance in accordance herewith, the Exchange Shares will be validly issued,
fully paid and nonassessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes,
rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) imposed by
the Company respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
3. Holder’s
Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the Exchange,
the Holder represents, warrants and covenants with and to the Company as follows:
3.1 Reliance
on Exemptions. The Holder understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Holder set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility
of the Holder to acquire the Exchange Shares.
3.2 No
Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Exchange Shares or the fairness or suitability of the investment
in the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares.
3.3 Validity;
Enforcement. This Agreement and the Exchange Documents to which the Holder is a party have been duly and validly authorized, executed
and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against
the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally,
the enforcement of applicable creditors’ rights and remedies.
3.4 No
Conflicts. The execution, delivery and performance by the Holder of this Agreement and the Exchange Documents to which the Holder
is a party, and the consummation by the Holder of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Holder, if any entity, or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws) applicable to the Holder, except in the case of clauses
(ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of the Holder to perform its obligations hereunder.
3.5 Investment
Risk; Sophistication. The Holder is acquiring the Exchange Shares hereunder in the ordinary course of its business. The Holder has
such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and
risks of the prospective investment in the Exchange Shares, and has so evaluated the merits and risk of such investment. The Holder is
an “accredited investor” as defined in Regulation D under the 1933 Act.
3.6 Ownership
of Existing Warrants. The Holder owns the Existing Warrants free and clear of any Liens (other than the obligations pursuant to this
Agreement and applicable securities laws and/or any pledge in the ordinary course of business in connection with a bona fide margin account).
3.7 Transfer
Restrictions. The Holder understands that the Exchange Shares may only be disposed of in compliance with state and federal securities
laws. In connection with any transfer of the Exchange Shares other than pursuant to an effective registration statement or Rule 144 promulgated
under the 1933 Act, to the Company or to an affiliate of the Holder or in connection with a pledge, the Company may require the Holder
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form
and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Exchange Shares under the 1933 Act. As a condition of transfer, any such transferee shall agree in writing to be
bound by the terms of this Agreement.
3.8 Restrictive
Legend. The Holder acknowledges and agrees that the book-entry statements or other instruments evidencing the Exchange Shares shall
bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Exchange
Shares):
THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
4. Disclosure
of Exchange. The Company shall file a Current Report on Form 8-K within the required timeframe describing the terms of the transactions
contemplated hereby in the form required by the 1934 Act and attaching the Exchange Documents, to the extent they are required to be
filed under the 1934 Act, that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement)
as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing,
the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company
or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing
of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with
respect to the transactions contemplated by the Exchange Documents or as otherwise disclosed in the 8-K Filing, whether written or oral,
between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the
one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company
shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the
Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without
the express prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion). To the extent
that the Company delivers any material, non-public information to the Holder without the Holder’s consent, the Company hereby covenants
and agrees that the Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material,
non-public information. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary
would otherwise be true, the Company expressly acknowledges and agrees that the Holder shall not have (unless expressly agreed to by
the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder), any duty of confidentiality
with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.
5. Holding
Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Exchange Shares may be tacked onto
the holding period of the Existing Warrants, and the Company agrees not to take a position contrary to this Section 5. The Company
acknowledges and agrees that (assuming the Holder is not an affiliate of the Company) (i) commencing on June 19, 2024 (the “Resale
Date”), the Exchange Shares will be eligible to be resold pursuant to Rule 144, (ii) the Company is not aware of any event
reasonably likely to occur that would reasonably be expected to result in the Exchange Shares becoming ineligible to be resold by the
Holder pursuant to Rule 144 commencing on the Resale Date and (iii) in connection with any resale of any Exchange Shares pursuant to
Rule 144, the Holder shall solely be required to provide customary documentation and reasonable assurances that such Exchange Shares
are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Holder’s counsel. The Company
shall be responsible for any transfer agent fees or DTC fees or legal fees of the Company’s counsel with respect to the removal
of legends, if any, or issuance of Exchange Shares in accordance herewith. As of the date hereof and notwithstanding the terms of the
Existing Warrants or that certain Letter Agreement, dated December 15, 2023, by and between the Company and the Holder, the Company shall
not be required to register the resale of the shares issuable upon exercise of the Existing Warrants (the “Existing Warrant
Shares”) and the Holder shall not have any piggyback registration rights with respect to such Existing Warrant Shares.
6. Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AGAINST COMPANY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
7. Counterparts.
This Agreement may be executed in one or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided, that
facsimile or PDF signature pages shall be considered due execution and shall be binding upon the signatory thereto with the same
force and effect as if the signature were an original and not a facsimile or PDF signature.
8. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
9. Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).
10. No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
11. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
12. No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
13. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns in accordance with the terms of the hereof.
14. Notices.
Any notice or other communication required or permitted under this Agreement must be in writing and must be given by (a) certified or
registered mail, (b) recognized commercial overnight courier, (c) facsimile transmission with a confirming copy by certified mail
or recognized commercial overnight courier, or (d) e-mail with a confirming copy by certified or registered mail or recognized commercial
overnight courier, all addressed as follows:
(i) If
to the Company, to its address, e-mail address and facsimile number set forth on the signature page of the Company, with copies to the
Company’s representatives set forth on the signature page of the Company or to such other address, e-mail address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change.
(ii) If
to the Holder, to its address, e-mail address and facsimile number set forth on the signature page of the Holder, with copies to the
Holder’s representatives set forth on the signature page of the Holder or to such other address, e-mail address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with
clause (i), (ii) or (iii) above, respectively.
15. Remedies.
The Holder shall have all rights and remedies set forth in the Exchange Documents. Any Person having any rights under any provision of
this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law
may prove to be inadequate relief to the Holder. The Company therefore agrees that the Holder shall be entitled to seek temporary and
permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.
16. Survival.
The representations and warranties of the Company and the Holder contained herein and the agreements and covenants set forth herein shall
survive the closing of the transactions contemplated hereby, including, without limitation, the delivery and issuance of the Exchange
Shares.
17. Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company,
their affiliates and Persons acting on their behalf solely with respect to the Existing Warrants, and this Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company
and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement
is sought.
18. No
Commissions. Neither the Company nor the Holder has paid or given, or will pay or give, to any person, any commission or other
remuneration, directly or indirectly, for soliciting the Exchange.
19. Termination.
Notwithstanding anything contained in this Agreement to the contrary, if the Company does not deliver the Exchange Shares to the Holder
in accordance with Section 1 hereof, then, at the election of the Holder delivered in writing to the Company at any time after
the fifth (5th) Trading Day immediately following the date of this Agreement, this Agreement shall be terminated and be null and void
ab initio and the Existing Warrants shall not be terminated hereunder and shall remain outstanding as if this Agreement never existed.
[The remainder of the page is
intentionally left blank]
IN WITNESS WHEREOF, the
Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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COMPANY: |
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XTI AEROSPACE, INC. |
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By: |
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Name: |
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Title: |
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IN WITNESS WHEREOF,
the Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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HOLDER: |
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Address for Notices: |
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By: |
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Name: |
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Attn: |
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Title: |
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E-mail: |
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DTC Delivery Information: |
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Number of Existing Warrant Shares issuable upon exercise of the Existing Warrants as of
the Closing Date (without regard to any limitations on exercise): |
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____________________ |
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Issuance Date of Existing Warrants: December 19, 2023 |
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Expiration Date of Existing Warrants: December 18, 2028 |
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Number of Exchange Shares to be issued in the Exchange: |
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_____________________1 |
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1 | NTD: Number of Exchange Shares will be equal to the Number
of Existing Warrant Shares multiplied by 1.5 (rounded up to the nearest whole share). |
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