▸ After the distribution of Grafiti Holding shares from the trust, certain members of management and directors will hold stock in both the Company and Grafiti Holding, and as a result may face actual or potential conflicts of interest.· · · ● 1 ▸ Developing new products and technologies entails significant risks and uncertainties.· · · ● 1 ▸ Grafiti Holding and Damon will incur significant transaction and transition costs in connection with the Damon Business Combination.· · · ● 1 ▸ If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the combined company’s results of operations and cash available to fund its business.· · · ● 1 ▸ If our common stock becomes subject to the penny stock rules, it would become more difficult to trade our shares.· · · ● 1 ▸ If the Damon Business Combination is consummated, Grafiti Holding shareholders will experience substantial dilution.· · · ● 1 ▸ If the Damon Business Combination is terminated, XTI Aerospace will not be able to immediately recover its investment in the Bridge Note, which will remain outstanding in accordance with its terms.· · · ● 1 ▸ If we are unable to obtain and maintain adequate facilities and infrastructure, we may be unable to develop and manufacture the aircraft as expected.· · · ● 1 ▸ Investors’ expectations of our performance relating to environmental, social and governance (“ESG”) factors may impose additional costs and expose us to new risks.· · · ● 1 ▸ Market and regulatory trends to reduce climate change may not evolve in the direction and within the timing expected, which could have a negative impact in our business plan.· · · ● 1 ▸ Operations could be adversely affected by interruptions of production that are beyond our control.· · · ● 1 ▸ Our ability to use net operating loss carryforwards and certain other tax attributes from the Legacy XTI business may be limited.· · · ● 1 ▸ Our aircraft may require maintenance at frequencies or at costs that are greater than expected.· · · ● 1 ▸ Our equityholders may not realize a benefit from the XTI Merger commensurate with the ownership dilution they experienced in connection with the XTI Merger.· · · ● 1 ▸ Our estimates of market demand may be inaccurate.· · · ● 1 ▸ Our security holders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Company following the closing of the XTI Merger.· · · ● 1 ▸ group Risks Related to Our Business and Industry· · · ● 1 ▸ Risks Related to the Separation and Distribution of Grafiti Holding and the Damon Business Combination· · · ● 1 ▸ group Risks Related to the XTI Merger· · · ● 1 ▸ The Damon Business Combination may be completed even though certain events occur prior to the closing that materially and adversely affect Grafiti Holding or Damon.· · · ● 1 ▸ The consummation of the XTI Merger is expected to cause the Enterprise Apps Spin-off to become taxable to the Company.· · · ● 1 ▸ The cybersecurity systems we use may be breached or circumvented by bad actors, which may result in the of sensitive or proprietary information or cause business interruptions that could damage our reputation.· · · ● 1 ▸ The distribution is a taxable event and you may need to use cash from other sources to cover your tax liability.· · · ● 1 ▸ The distribution of Grafiti Holding shares to stockholders is subject to the effectiveness of a registration statement and may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits.· · · ● 1 ▸ The historical unaudited pro forma condensed combined financial information previously filed may not be representative of the combined company’s results after the XTI Merger.· · · ● 1 ▸ The remainder of the development period for the TriFan 600 may take longer than anticipated.· · · ● 1 ▸ The terms of the Series 9 Preferred Stock impose additional challenges on our ability to raise capital.· · · ● 1 ▸ There is a possibility that we may not be able to continue as a “going concern".· · · ● 1 ▸ There may be a shortage of pilots and mechanics who meet the training standards required, which could reduce our ability to sell our aircraft at scale and on our expected timelines.· · · ● 1 ▸ We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.· · · ● 1 ▸ We have a limited operating history and have not yet manufactured any non-prototype aircraft, delivered any aircraft to customers or generated any revenues from our aircraft business, and we may never develop or manufacture any VTOL aircraft.· · · ● 1 ▸ We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.· · · ● 1 ▸ We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.· · · ● 1 ▸ We rely on information systems and outages or disruptions of such systems may disrupt our business, prospects, financial condition, and results of operations.· · · ● 1 ▸ We will require FAA certification, and a delay in receiving such certification could adversely affect our prospects, business, financial condition and results of operations.· · · ● 1 ▸ Any future disposition of assets and business could have material and adverse effect on business, financial conditions, and operations, if not consummated in a timely manner.· · ● ● 2 ▸ Delisting from Nasdaq could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and employees, the loss of institutional investor interest and fewer business development opportunities.· · ● ● 2 rw ▸ We may be subject to product liability due to manufacturing or design defects for which product liability insurance may not be sufficient.· · ● ● 2 rw ▸ Sales of our common stock or other securities, or the perception that future sales may occur, may cause the market price of our common stock to decline, even if our business is doing well.· ● ● ● 3 ▸ Our common stock may be delisted from the Nasdaq Capital Market which could negatively impact the price of our common stock, liquidity and our ability to access the capital markets.· · ● · 1 ▸ Risks Related to the Business Combination and the Enterprise Apps Spin-off· · ● · 1 ▸ The Separation and Distribution may expose Inpixon to potential liabilities arising out of legal dividend requirements.· · ● · 1 ▸ Changes in the value of the common stock or other securities that we own as a result of strategic investments may result in material fluctuations (increases or decreases) in our total asset value and net income on a quarterly basis.· ● ● · 2 rw ▸ Despite our implementation of network security measures, the products and services we sell to customers, and our servers, data centers and the cloud-based solutions on which our data, and data of our customers, suppliers and business· ● · · 1 ▸ If we are unable to successfully respond to and manage the impact of the pandemic, and the resulting responses to it, our business, operations, financial condition and results of operations could be adversely impacted.· ● ● · 2 ▸ Our Chief Executive Officer and director, Nadir Ali, and certain other employees and members of our management team have an interest in CVH that may create, or appear to create, conflicts of interest.· ● ● · 2 rw ▸ The shares of our Series 7 Convertible Preferred Stock are subject to a holder’s redemption right and requires us to maintain a minimum cash balance.· ● · · 1 ▸ A court could deem the Spin-off to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.● ● · · 2 ▸ Decreases, or slow growth, in the newspaper publishing industry may negatively affect our results from operation as it relates to our Shoom products.● ● ● · 3 ▸ If we fail to maintain compliance with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively affected.● ● · · 2 ▸ Our acquisitions may expose us to additional liabilities, and insurance and indemnification coverage may not fully protect us from these liabilities.● ● · · 2 ▸ Our business is labor intensive and our success depends on our ability to attract, retain, train and motivate highly skilled employees, including employees who may become part of our organization in connection with our acquisitions. The● · · · 1 ▸ Our common stock may be delisted from the Nasdaq Capital Market if we cannot satisfy Nasdaq’s continued listing requirements in the future.● ● · · 2 ▸ Our international business exposes us to geo-political and economic factors, legal and regulatory requirements, public health and other risks associated with doing business in foreign countries.● ● · · 2 ▸ group Risks Related to Our Operations● ● ● · 3 ▸ group Risks Related to the Spin-off● ● · · 2 ▸ The Enterprise Apps Spin-off and Business Combination could give rise to disputes or other unfavorable effects, which could have a material adverse effect on our business, financial position and results of operations.● ● ● · 3 rw ▸ We agreed to indemnify KINS for certain liabilities.● ● ● · 3 rw ▸ We entered into a loan arrangement with Sysorex and there can be no guarantee Sysorex will be able to repay any amounts borrowed.● · · · 1 ▸ We may be required to consolidate the financial results of our former subsidiary, Sysorex, which could have a material adverse effect on our operating results and financial condition.● · · · 1 ▸ We may need additional cash financing and any failure to obtain cash financing, could limit our ability to grow our business and develop or enhance our service offerings to respond to market demand or competitive challenges.● ● ● · 3 ▸ We will need to increase the size of our organization, and we may experience difficulties in managing growth, which could hurt our financial performance.● ● · · 2 ▸ A delay in the completion of our customers’ budget processes could delay purchases of our products and services and have an adverse effect on our business, operating results and financial condition.● ● ● ● 4 ▸ Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.● ● ● ● 4 ▸ Any actual or perceived failure by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.● ● ● ● 4 ▸ Any failures or interruptions in our services or systems could damage our reputation and substantially harm our business and results of operations.● ● ● ● 4 ▸ Changes in U.S. administrative policy, including changes to existing trade agreements and any resulting changes in international relations, could adversely affect our financial performance and supply chain economics.● ● ● ● 4 ▸ Defects, errors, or vulnerabilities in our products or services or the failure of such products or services to prevent a security breach, could harm our reputation and adversely affect our results of operations.● ● ● ● 4 ▸ Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations, and we do not expect these conditions to improve in the near future.● ● ● ● 4 ▸ Failure to manage or protect growth may be detrimental to our business because our infrastructure may not be adequate for expansion.● ● ● ● 4 ▸ If our RTLS customers fail to abide by applicable privacy laws or to provide adequate notice and/or obtain any required consent from end users, we could be subject to litigation or enforcement action or reduced demand for our services.● ● ● ● 4 rw ▸ If our RTLS products fail to satisfy customer demands or to achieve increased market acceptance, our results of operations, financial condition and growth prospects could be materially adversely affected.● ● ● ● 4 rw ▸ If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.● ● ● ● 4 ▸ If we are not able to maintain favorable pricing for our products and services, our results of operations could be adversely affected.● ● ● ● 4 ▸ If we are unable to sell additional products and services to our customers and increase our overall customer base, our future revenue and operating results may suffer.● ● ● ● 4 rw ▸ If we cannot collect our receivables or if payment is delayed, our business may be adversely affected by our inability to generate cash flow, provide working capital or continue our business operations.● ● ● ● 4 ▸ If we do not adequately protect our intellectual property rights, we may experience a loss of revenue and our operations and growth prospects may be materially harmed.● ● ● ● 4 ▸ Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments, which could adversely affect our financial results.● ● ● ● 4 ▸ Internal system or service failures could disrupt our business and impair our ability to effectively provide our services and products to our customers, which could damage our reputation and adversely affect our revenues and profitability.● ● ● ● 4 ▸ Misuse of our products could harm our reputation.● ● ● ● 4 ▸ Nevada Anti-Takeover Law may discourage acquirers and eliminate a potentially beneficial sale for our stockholders.● ● ● ● 4 ▸ Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.● ● ● ● 4 ▸ Our ability to successfully execute our business plan will require additional debt or equity financing, which may otherwise not be available on reasonable terms or at all.● ● ● ● 4 rw ▸ Our business and operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.● ● ● ● 4 ▸ Our business depends on experienced and skilled personnel, and if we are unable to attract and integrate skilled personnel, it will be more difficult for us to manage our business and complete contracts.● ● ● ● 4 ▸ Prior to the XTI Merger, we have had a history of operating losses and working capital deficiency and there is no assurance that we will be able to achieve profitability or raise additional financing.● ● ● ● 4 rw ▸ Public company compliance may make it more difficult to attract and retain officers and directors.● ● ● ● 4 ▸ group Risks Related to Our Securities● ● ● ● 4 ▸ Some provisions of our Articles of Incorporation and bylaws may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of our stockholders to sell their shares at a favorable price.● ● ● ● 4 ▸ Systems failures could damage our reputation and adversely affect our revenues and profitability.● ● ● ● 4 ▸ The RTLS business currently has a limited number of customers, the importance of which may vary dramatically from year to year, and a loss of one or more of these key customers may adversely affect our operating results.● ● ● ● 4 rw ▸ The growth of our RTLS business is dependent on increasing sales to our existing customers and obtaining new customers, which, if unsuccessful, could limit our financial performance.● ● ● ● 4 rw ▸ The limitation of liability, or our indemnification, of our officers and directors may cause us to use corporate resources in a manner that conflicts with the interests of our stockholders.● ● ● ● 4 rw ▸ The loss of key personnel may adversely affect our operations.● ● ● ● 4 rw ▸ The obligations associated with being a public company require significant resources and management attention, which may divert from our business operations.● ● ● ● 4 ▸ There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.● ● ● ● 4 ▸ These statutes could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.● ● ● ● 4 rw ▸ We do not intend to pay cash dividends to our stockholders, so it is unlikely that stockholders will receive any return on their investment in our Company prior to selling our stock.● ● ● ● 4 ▸ We intend to use and leverage open source technology which may create risks of security weaknesses.● ● ● ● 4 rw ▸ We may be or may become the target of securities litigation, which is costly and time-consuming to defend.● ● ● ● 4 ▸ We may be subject to damages resulting from claims that the Company or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.● ● ● ● 4 ▸ We may not be able to develop new products orenhance our product to keeppace with the RTLS business's rapidly changing technology and customer requirements.● ● ● ● 4 rw ▸ We operate in highly competitive markets and we may be required to reduce the prices for some of our products and services to remain competitive, which could adversely affect our results of operations.● ● ● ● 4 rw ▸ Your investment may suffer a decline in value as a result of the volatility of our stock.● ● ● ● 4 
