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); 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,

“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;

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 EVO 467.

8123 S. InterPort Boulevard

Englewood, Colorado 80112, USA

Email: [●]

With copy to:

[●]

To Purchaser:

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.

41/41

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (this “Agreement”) is made and entered into as of January 29, 2026 to be effective as of the Effective Date by and between, the following (the “Parties” or each a “Party”):

RECITALS

WHEREAS, on or about November 7, 2016 Employee entered into that certain Employment Agreement (the “Original Employment Agreement”) with Sysorex USA (“Sysorex”), which such Original Employment Agreement was amended as of August 31, 2018 by instrument executed by Employee, Sysorex, and Inpixon, Inc., a Nevada corporation (“Inpixon” which was by such time the parent of Sysorex) (the “Amendment”) whereupon Employee became an employee of Inpixon; and

WHEREAS, on March 11, 2024, Inpixon and XTI Aircraft Company, a Delaware corporation (“Aircraft”) entered into a transaction pursuant to which (the “Merger”) pursuant to which Inpixon was the surviving entity, (i) changed its name to XTI Aerospace Inc., (ii) XTI Aircraft Company became a wholly-owned subsidiary of XTI, (iii) XTI inherited two German subsidiaries: (x) Inpixon GmbH, (y) IntraNav GmbH, based in Eschborn, Germany, an indirect subsidiary of XTI (collectively, the (“Inpixon Companies”), with the German Companies comprising the entire business unit of XTI generally referred to as Inpixon focused on real-time location systems (“RTLS’’) technology providing location intelligence solutions in factories and other industrial facilities to help optimize operations, increase productivity, and enhance safety (the “Inpixon Business”); and

WHEREAS, in addition, in connection with the Merger, and as of the time of such Merger, (i) Employee became the Chief Executive Officer of Inpixon and was appointed to the Board of Directors of XTI (the “Board’’), and (ii) Employee’s Base Salary and Bonus as initially described in the Original Employment Agreement, were amended such that, through Inpixon, Employees Base Salary and Bonus were, immediately prior to the Effective Date hereof, as follows:

Base Salary: $312,000 (Employee’s “Current Base Salary”)

Bonus: $300,000 (Employee’s “Current Bonus”); and

WHEREAS, Employee following the Merger awarded certain stock options to acquire the Company’s common stock (generally, the “Options” to acquire currently totaling 81,901 shares of the Company’s common stock) some or all of which may have vested as of the Effective Date hereof; and

WHEREAS, Employee desires to resign as a member of the Board as of the Effective Date hereof (the “Board Resignation Date”), and

WHEREAS, XTI wishes to sell or otherwise dispose of the Inpixon Business (generally the “Inpixon Transaction”) with the closing date (the “Inpixon Closing Date”) of such Inpixon Transaction anticipated to be on or about January 30, 2026; and WHEREAS, Employee further desires to resign from any and all positions Employee has with any of the Company or any of the Company’s subsidiaries, including, but not limited to, the Inpixon Business and the Inpixon Companies (collectively the “XTI Companies”), as of the Effective Date.

NOW, THEREFORE, incorporating herein the foregoing Recitals, and for good and valuable consideration, the Parties agree, as follows:

1. Board Resignation. Employee hereby resigns from and shall cease to serve as a member of the Company’s Board as of the Board Resignation Date (generally the “Board Resignation”).

2. Resignation from all other Positions as of the Effective Date. Employee does hereby tender Employee’s resignation as Chief Executive Officer of Inpixon and from any and all other positions Employee holds with any of the XTI Companies, as of the Effective Date (generally the “XTI Resignation” and together with the Board Resignation, the “Resignations.

3. Public Announcement. Except as may be required by regulatory or legal requirement, the Company will not make any public announcement concerning Employee’s XTI Resignation.

4. Status of Resignation. Employee’s XTI Resignation shall be treated, for all purposes, as a termination by Employee’s resignation of the Original Employment Agreement, as amended by the Amendment, and any other relationship Employee has with any and all of the XTI Companies, as of the Effective Date.

5. Consideration.

(a) In complete satisfaction of any and all amounts the Company or any of the XTI Companies or the Inpixon Companies may owe to Employee, or Employee’s heirs, representatives, and/or assigns, up to and through the Effective Date, including, but not limited to (x) any Base Salary or Bonus, or any other amounts to which Employee may be entitled to as a result of or in connection with Employee’s employment with any of the XTI Companies, and/or (y) any amounts Employee may in any way be entitled to under the Original Employment Agreement, as amended by the Amendment, and in consideration of Employee’s Resignations, the Company agrees, as follows:

(i) Subject to applicable withholding requirements, pay to Employee Employee’s unpaid Base Salary since the last payroll through the Effective Date, and

(ii) Subject to applicable withholding requirements, pay Employee the value of Employee’s accrued, unused vacation leave, subject to applicable withholding, (such accrued PTO (210 hours) amount being $31,500).

(iii) reimburse Employee for all pre-approved business expenses reasonably incurred by Employee and properly submitted to the Company prior to the Effective Date, in compliance with the Company’s reimbursement policy, and

(iv) fully vest as of the Effective Date all of Employee’s Options; (b) In consideration of Employee’s full and complete satisfactions of Employee’s obligations as set forth in Section 4 above, the Company agrees to pay to Employee, within ten (10) business days of the Effective Date, $687,000 (the “Separation Payment”) subject to any applicable withholding requirement, which such Separation Payment is inclusive of the amounts described in Section 5(a) above and the following amounts:

6. Representations and Warranties. Employee represents that, as of the date hereof, Employee has no knowledge of any wrongdoing by the Company involving (a) a breach by Inpixon or any contract or obligation Inpixon has with any third-party, or (ii) an improper or false claims against, by or concerning (i) a federal or state governmental agency or any German governmental authority, or any third-party. The Company acknowledges that it is not aware of any claims it or others may have against the Employee for any actions or inactions through the date of this agreement. Additionally, Employee represents and warrants to the Company, the following:

(a) Employee is of sound mind, capable of understanding each and every term of this Agreement and capable of entering into it.

(b) Employee is entering into this Agreement of his own free will.

7. Non-Admission of Discrimination or Wrongdoing and Acknowledgment of Payment of All Accrued Compensation. This Agreement shall not in any way be construed as an admission by either Party that they acted wrongfully with respect to the other, or any other person. The Company and Employee specifically disclaim any liability to or wrongful acts against each other or any other person or entity, on the part of themselves, their parents, subsidiaries, affiliates, predecessors, successors, officers, employees, or agents. Employee understands and agrees that he has not suffered any discrimination and/or harassment in terms, conditions or privileges of his employment based on age, race, gender, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sexual orientation, gender identification or on any other legally protected basis. Employee understands and agrees that he has no claim for employment discrimination and/or harassment under any legal or factual theory.

8. No Lawsuits. Employee promises never to file a lawsuit, administrative complaint, or charge of any kind with any court, governmental or administrative agency or arbitrator against the Company or any of its current or former officers, directors, agents or employees, or any of the Company Releasees as defined below, asserting any claims that are released in this Agreement. Employee represents and agrees that, prior to signing this Agreement, he has not filed or pursued any complaints, charges or lawsuits of any kind with any court, governmental or administrative agency or arbitrator against the Company or any of its current or former officers, directors, agents or employees, or any of the Company Releasees as defined below, asserting any claims that are released in this Agreement.

9. Additional Documents. Employee agrees to endorse and execute any and all documents necessary or appropriate to assign and transfer to, and vest in the Company any and all rights Employee may have to any and all intellectual property rights or other rights Employee may have in any way associated with or relating to the business of the Company, including those attached hereto as Exhibit A and Exhibit B.

10. Complete Release by Employee. As a material inducement for the Company to enter into this Agreement and pay, as applicable the Consideration described in Section 5 above, Employee, knowingly and voluntarily waives and releases all rights and claims, known and unknown, which Employee may have against the Company, the XTI Companies, the Inpixon Companies, and any of their (i) successors and assigns; (ii) current or former parent, successor, predecessor, affiliate, subsidiary or related entities; or (iii) any of their current or former officers, directors, members, shareholders, managers, employees, agents, contractors, insurance carriers, representatives or attorneys (generally and collectively, “the Company Releasees”), including any and all charges, complaints, claims, liabilities, obligations, promises, agreements, contracts, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any kind other than those obligations of the Company as expressly provided herein. This includes, but is not limited to, claims for employment discrimination, race discrimination, harassment, retaliation, wrongful termination, constructive termination, violation of public policy, breach of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent misrepresentation, emotional distress, defamation, libel, slander, or any other claims relating to Employee’s relationship with the Company.

11. Complete Release by the Company. As a material inducement for Employee to enter into this Agreement, the Company knowingly and voluntarily waive and release all rights and claims, known and unknown, which they or any of them may have against Employee and any of Employee’s heirs, successors and assigns, or attorneys (“Employee Releasees”), including any and all charges, complaints, claims, liabilities, obligations, promises, agreements, contracts, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any kind, other than those obligations of Employee as provided herein or other document expressly referenced herein.

12. Indemnification. The Company shall defend, indemnify, and hold harmless Employee and his agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from any acts undertaken by Employee in the scope of his performances of his duties for the Company.

13. Unknown Claims. The Parties all acknowledge and agree that, as a condition of this Agreement, they all expressly release all rights and claims against any other Party that they know about, as well as those they may not know about or suspect to exist at the time of executing this Agreement, which if known may have materially affected the decision to execute this Agreement. For the purpose of implementing a full and complete release and discharge of the Company Releasees and the Employee Releasees, and others released herein, the Parties expressly acknowledge that this Agreement is intended to include and does include in its effect, without limitation, all claims which they do not know or suspect to exist in his favor against any Party hereto, and that this Agreement contemplates the extinguishment of any such claim or claims.

14. Ownership of Claims. The Parties each represent and agree that they have not assigned or transferred, or attempted to assign or transfer, to any person or entity, any of the claims he is releasing in this Agreement.

15. No Representations. Employee represents and agrees that no promises, statements or inducements have been made to him that caused him to sign this Agreement other than those expressly stated in this Agreement. Employee acknowledges and agrees that this Agreement is the sole and only expression of the terms relating to its subject matter, and that such terms cannot be modified or amended through the use of any outside oral or written evidence that existed prior to or after the date Employee signs this Agreement.

16. Confidentiality of this Agreement. The Parties shall keep the facts and terms of this Agreement confidential, and not to disclose such information to anyone other than to that Party’s own spouse, if any, attorneys and the Company’s board of directors, management team and others within the Company with a need to know such information (hereafter referred to as “Parties’ Confidants”), all of whom will be informed of and be bound by this confidentiality provision. Unless otherwise required by a governmental authority, neither of the Parties nor the Parties’ Confidants shall disclose the facts, amount or terms of this Agreement to anyone including, but not limited to, any Internet or Internet media, any print, radio or television media, to any past, present or prospective applicant for employment with the Company, to any current or former employee of the Company, to any counsel for any current or former employee of the Company, to any other counsel or third party, or to the public at large. The Parties understand and agree that any disclosure of information in violation of this confidentiality provision by a Party or by any of Parties’ Confidants would cause injury and damage, the actual amount of which would be impractical or extremely difficult to determine. Accordingly, the Parties agree that any Party shall be entitled to an immediate injunction and then shall be entitled to equitable relief as well as whatever legal damages suffered. If any proceeding is brought concerning an alleged violation of this confidentiality provision, the prevailing Party shall recover from the losing Party all reasonable attorneys’ fees and costs incurred in connection with such proceeding. The non breaching Party shall have the burden of proving by a preponderance of the evidence such violation by the breaching Party.

17. Successors. This Agreement shall be binding upon the Parties and their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the Company Releasees and the Employee Releasees.

18. Mediation. The Parties to this Agreement agree to mediate any dispute or claim arising out of or relating to this Agreement or any resulting transaction therefrom, including selection of forum of the dispute, before resorting to court action, subject to exclusions from mediation as set forth. The Parties shall agree upon a mediator mutually acceptable to them and mediation fees, if any, shall be divided equally among the Parties involved. If any Party commences an action based on the dispute or claim to which this Paragraph applies, without first attempting to resolve the matter through mediation, then that Party shall not be entitled to recover attorneys’ fees, even if they would otherwise be available to that Party in any such action. Should Employee or the Company institute any legal action or administrative proceeding with respect to any claim waived by this Agreement or pursue any dispute or matter covered by this paragraph by any method other than said mediation, the responding Party shall be entitled to recover from the other Party all damages, costs, expenses and attorneys’ fees incurred as a result of such action. The only exception to this clause regarding mediating disputes shall be a claim for injunctive relief for disclosure or threatened disclosure of Trade Secrets, as described in this Agreement.

19. Mutual Non-Disparagement. The Parties are executing this Agreement on an amicable basis and both parties agree to speak favorably about the other. The Parties further agree not to falsely or maliciously disparage one another, and their officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that the Parties may respond accurately and fully to any request for information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain either Party in any manner from making disclosures that are protected under the whistleblower provisions of federal law or regulation or under other applicable law or regulation.

20. Release of Age Discrimination Claims. Age discrimination is specifically intended to be included as a Released Action: Employee specifically intends that this Agreement shall include a complete release of claims for race discrimination and under the Age Discrimination in Employment Act of 1967 (ADEA; 29 U.S.C. §§ 621 et seq.), as amended by the Older Workers’ Benefit Protection Act of 1990, except for any allegation that a breach of this Act occurred following the effective date of this Agreement.

(a) Additional Consideration: Employee agrees and promises that this Agreement by the Company represents obligations by the Company to Employee that are in addition to anything of value to which Employee was otherwise entitled from the Company. In addition, Employee agrees and acknowledges that additional consideration has been provided by the Company (beyond that which would have otherwise been provided) in order to effect a valid waiver of Employee’s claims under the federal age discrimination laws.

(b) Advice to Consult an Attorney: Employee is hereby advised to consult with an attorney prior to signing this Agreement, because Employee is giving up significant legal rights. Employee acknowledges that he has been so advised and has, in fact, considered whether to consult with an attorney prior to signing this Agreement.

(c) Reasonable Time to Consider Settlement Agreement: Employee acknowledges that Employee has been given a reasonable period of time (a maximum of 21 days, if Employee so chooses) to consider this Agreement prior to signing this Agreement. Employee understands that he has seven days following his signing of this Agreement to rescind it, but only insofar as it affects a release of a claim for violation of the ADEA, in which case it shall remain fully effective in all other respects. To rescind this Agreement as to the ADEA, Employee agrees to deliver a Notice signed by Employee to the Company via Brooke Turk, CFO at the address or email set forth following the Company’s signature below, by the end of the seven-day period. The remainder of this Agreement shall remain in full force and effect including, but not limited to, the clause requiring arbitration of disputes.

(d) Non-Release of Future Claims: Employee is hereby advised that this Agreement does not waive or release any rights or claims that Employee may have under the ADEA, or otherwise, which arise after the date Employee signs this Agreement.

21. Severability and Governing Law. Should any of the provisions in this Agreement be declared or be determined to be illegal or invalid, all remaining parts, terms or provisions shall be valid, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. This Agreement is made and entered into in the State of Nevada and shall in all respects be interpreted, enforced and governed under the laws of Nevada, without respect to any conflicts of law provisions in other jurisdictions.

22. Proper Construction. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any of the Parties. As used in this Agreement, the term “or” shall be deemed to include the term “and/or” and the singular or plural number shall be deemed to include the other whenever the context so indicates or requires. The paragraph headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof.

23. Entire Agreement. This Agreement is the entire agreement between the Parties and fully supersedes any and all prior agreements or understandings between the Parties pertaining to Employee’s employment with the Company and the subject matter and agreements referenced herein.

24. Dispute Resolution/Arbitration. Except as otherwise provided herein, any dispute between Employee and the Company shall be submitted to binding arbitration, which will occur in either Tarrant, Collins or Dallas County, Texas. Employee or the Company may commence the arbitration by delivery of a written notice to the other Parties describing the issue in dispute and its position with regard to such issue. If Employee and the Company are unable to agree on an arbitrator within thirty (30) days following delivery of such notice, the arbitrator shall be selected in accordance with the American Arbitration Association’s National Rules for the Resolution of Employment Disputes in effect at the time (“National Rules”). Only one arbitrator, as opposed to a panel of arbitrators shall hear the dispute. Discovery shall be allowed in accordance with the National Rules. Except as may be otherwise provided herein, the arbitration shall be conducted in accordance with the National Rules. The award of the arbitrator shall be final and binding, and judgment upon an award may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys’ fees; and Employee shall pay one-half of the cost of arbitration, and the Company shall pay the other one-half. Nothing contained in this Section 23 shall prevent either party from seeking a temporary restraining order, preliminary injunction or similar injunctive relief from a court of competent jurisdiction to enforce the provisions of this Agreement. In the event that any Party institutes an action in court for such relief or to compel arbitration or enforce an award of arbitration, the prevailing Party shall be entitled to recover its costs, including without limitation reasonable attorneys’ and experts’ fees.

25. Notice. All notices, requests, demands, or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:

(a) Personal Delivery. When personally delivered to the recipient, notice is effective on delivery.

(b) First-Class Mail. When mailed first class to the last address of the recipient known to the Party giving notice, notice is effective two (2) mail delivery days after deposit in a United States Postal Service office or mailbox.

(c) Certified Mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt dated on a business day.

(d) Overnight Delivery. When delivered by overnight delivery via FedEx/United Parcel Service, or other reputable overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

(e) Email Transmission. When sent by email to the last email address of the recipient known to the Party giving notice, notice is effective when sent. Any Notice given by email shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

(f) Address, email and Facsimile Numbers. Addresses, email addresses and fax numbers for purpose of giving notice are as set forth following the signatures of the Parties below. Any Party may change its address or fax number by giving the other Party notice of the change in any manner permitted by this Agreement.

(g) Refusal, Unclaimed or Undeliverable Notice. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified shall be deemed effective as of the first business day that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

(h) Business Day. If the last day permissible for delivery of any Notice under any provision of this Agreement, or for the performance of any obligation under this Agreement, shall be other than a business day, such last day for such Notice or performance shall be extended to the next following Business Day (provided, however, under no circumstances shall this provision be construed to extend the Date of Termination of this Agreement).

26. Confirmation of the Parties’ Understanding of the Terms of This Agreement. The Parties represent that they have read this Agreement, in full, and understand each of its terms. The Parties also represent that they have had sufficient time and opportunity to obtain legal advice, if desired, before signing this Agreement. The Parties represent that they are signing this Agreement voluntarily, without any form of duress or coercion. The Parties understand that this Agreement shall be final and binding on the Parties.

27. Counterparts. This Agreement may be executed in any number of counterparts, using facsimile or electronic signatures, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement.

28. Managing Director. The Parties acknowledge that Employee serves as the Managing Director of Inpixon and IntraNav, in accordance with German law. Employee agrees to (i) countersign a Contribution Agreement pursuant to which all of the stock of Aware RTLS, Inc., a Texas corporation are being contributed to Inpixon, (ii) execute such powers of attorney, authorizing the Heuking Law Firm to act for Inpixon and IntraNav relative to the Inpixon Transaction, together with such other document(s) as the Company requests, before a German notary at the German Embassy (the “Executed Documents”) to authorize and otherwise affect the Inpixon Transaction and (iii) cause the original notarized Executed Documents to be delivered to such location in Frankfurt, Germany as designated by the Company on or before the Inpixon Close Date, via overnight delivery. The Parties agree that Employee’s obligations and service as a Managing Director shall terminate on the Inpixon Close Date and the documents relative to such Inpixon Transaction shall cause the Purchaser in the Inpixon Transaction to replace Employee as the Managing Director of Inpixon and IntraNav as of the Inpixon Close Date (or executed on the Inpixon Transaction Date, and filed as soon thereafter as such may be accomplished with the German corporate registry.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date the Company’s Board approves this Agreement at the Company’s Board meeting scheduled for January 29, 2026 (the “Effective Date”).

EXHIBIT A

Resignation

XTI Aerospace, Inc.

8123 S. InterPort Boulevard, Suite C

Englewood, Colorado 80112

Attention: Board of Directors (the “Board’’) of XTI Aerospace, Inc. (the “Company”)

Ladies and Gentlemen:

I, the undersigned, hereby voluntarily and irrevocably resign, effective immediately, (my “Resignation”) from (i) my position as a director on the Company’s Board, and (ii) my position as Chief Executive Officer of Inpixon and from any and all other positions I hold with Company or any of the Company’s subsidiaries (collectively, the “XTI Companies”), including, but not limited to, (x) Inpixon GmbH, (y) IntraNav GmbH, based in Eschborn, Germany, an indirect subsidiary of XTI (collectively, the “Inpixon Companies”), with the German Companies comprising the entire business unit of XTI generally referred to as Inpixon focused on real-time location systems (“RTLS’’) technology providing location intelligence solutions in factories and other industrial facilities to help optimize operations, increase productivity, and enhance safety (the “Inpixon Business”).

My Resignation shall be deemed effective without any further action or acceptance by the Company or the Board. Please be advised that my Resignation is not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

EXHIBIT B

RELEASE OF CLAIMS AND WAIVERS

In exchange for payment to Employee of the Separation Payment, if any, as provided in this Separation Agreement and Release (the “Agreement” and for the other benefits provided therein) between Employee and XTI Aerospace, Inc., a Nevada corporation (the “Company”), to which this form is attached, Employee hereby furnishes to the Company this Release and Waiver of Claims.

Employee hereby releases, and forever discharges the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates (including all Company Affiliates (as defined in the Agreement)), of and from any and all known claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, suspected and unsuspected, disclosed and undisclosed, arising at any time prior to and including Employee’s employment termination date with respect to any claims relating to Employee’s employment and the termination of Employee’s employment, including but not limited to, claims pursuant to any federal, state or local law relating to employment, including, but not limited to, discrimination claims, claims under the any Fair Employment and Housing Act, and the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or claims for wrongful termination, breach of the covenant of good faith, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock, stock options, vacation pay, fringe benefits, severance/separation pay or any form of compensation (other than the Transition Payments and the Separation Payment owed by the Company to Employee under the Agreement).

Employee acknowledges that, among other rights, Employee is waiving and releasing any rights Employee may have under the ADEA, that this Release and Waiver of Claims is knowing and voluntary, and that the consideration given for this Release and Waiver Claims is in addition to anything of value to which Employee was already entitled as an employee of the Company. Employee further acknowledge that Employee has been advised, as required by the Older Workers Benefit Protection Act, that: (a) this Release and Waiver of Claims granted herein does not relate to claims which may arise after it is executed; (b) Employee has the right to consult with an attorney prior to executing this Release and Waiver of Claims (although Employee may choose voluntarily not to do so); (c) Employee has twenty-one (21) days from the date Employee receives this Release and Waiver of Claims, in which to consider this Release and Waiver of Claims (although Employee may choose voluntarily to execute it earlier); (d) Employee has seven (7) days following the execution of this Release and Waiver of Claims to revoke Employee’s consent to this Release and Waiver of Claims; and (e) this Release and Waiver of Claims shall not be effective until the seven (7) day revocation period has expired.

Exhibit 10.2

XTI AEROSPACE, INC.

Board of Directors Services Agreement 

This Board of Directors Services Agreement (this “Agreement”), dated February 1, 2026 (the “Effective Date”), is entered into between XTI AEROSPACE, INC., a Nevada corporation (the “Company”), and Jonathan Ornstein, an individual (“Director”).

The parties hereto agree as follows:

AGREEMENT

Director will provide services to the Company as a member of the Company’s Board (the “Board of Directors” or the “Board”) including, such committees of the Board as the Board shall determine to be appropriate or advisable. Director shall, for so long as Director remains a member of the Board, meet with the other members of the Board and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board.

Director understands that as a member of the Board Director is bound by the duties of care, loyalty and good faith. As such, Director may not use Director’s position of trust and confidence to further Director’s private interests, Director must inform herself or himself of all material information reasonably available before voting on a matter and Director may act as a member of the Board only for the purpose of advancing the best interests of the Company and all of its shareholders, may not intentionally violate the law and may not disregard Director’s duties to the Company (including any subsidiary) and its stockholders. Membership on the Board shall require adherence to board member conduct policies adopted by the Board and enforced equally upon all directors.

(a) No Employee Directors Compensation. No additional compensation for services as a director or committee member shall be paid to Director if Director is employed or engaged (whether by a written or non-written agreement or arrangement) by the Company as an employee.

(b) Annual Compensation. As compensation for the services provided pursuant to this Agreement, the Company shall pay to Director, so long as Director continues to fulfill all of Director’s duties as a member of the Board and to comply with the terms of this Agreement, the cash retainer, committee compensation and stock awards set forth on Exhibit A (the “Non-Employee Director Fees”). All cash compensation payable pursuant to this Section 2(b) shall be paid on the last day of each fiscal quarter in arrears for the services performed during such fiscal quarter. Compensation payable in stock options as set forth on Exhibit A shall be granted pursuant to the XTI Aerospace, Inc. 2018 Employee Stock Incentive Plan, as amended from time to time “Equity Plan”) within ninety (90) days of the end of each fiscal year (or such other earlier or later date as the Board or a committee of the Board empowered to establish the compensation of directors or committee members authorized to make such grants pursuant to the Equity Plan shall approve). In the event Director ceases to serve on the Board, Director shall be entitled to the pro rata portion of Director’s Non-Employee Director Fees for each month served on the Board in a given fiscal year.

(c) Stock in lieu of Cash Fees. The Director may elect, by written notice to the Company, any cash compensation payable pursuant to this Agreement, to be satisfied, in whole or in part, in the form of a restricted stock grant, issuable pursuant to and in accordance with the Equity Plan. Such election shall be subject to the approval of the Board (or a committee of the Board empowered to establish the compensation of directors or committee members pursuant to the Equity Plan shall approve). The number of shares of common stock issuable pursuant to such restricted stock grant, shall be equal to the quotient determined by dividing the aggregate cash compensation subject to the Director’s election by the closing price of the Common Stock on the date of grant, alternatively, such other method as the Board shall determine or a committee of the Board authorized to make such grants pursuant to the Equity Plan shall approve.

(d) Adjustments.  The Non-Employee Director Fees shall be subject to upward or downward adjustment, in the sole discretion of the Board or any committee of the Board empowered to establish the compensation of directors or committee members, upon written notice to Director, and any such adjustment shall not require an amendment to this Agreement, which will remain in effect in accordance with its terms notwithstanding any such adjustment.

3. Reimbursement of Expenses. The Company will reimburse Director for reasonable business expenses incurred on behalf of the Company in discharging Director’s duties as a member of the Board hereunder, provided that any such expenses in excess of $1,000 are approved in advance in writing by the Company’s Chief Executive Officer or Chief Financial Officer and provided further that Director shall provide the Chief Financial Officer with reasonable substantiating documentation relating to such expenses prior to reimbursement. ’

4. Non-Disparagement. Director shall not make, cause to be made, publish, ratify or endorse any disparaging remarks or derogatory statements or comments to any third party with respect to the Company and its affiliates or any of its and their products or businesses, or any of its and their current and former officers, directors and employees (collectively, “Company Parties”). The duties and obligations of Director set forth in this Section 4 shall survive any termination of this Agreement.

5. Confidentiality. Director agrees that Director will have access to and become acquainted with, or may prepare, confidential proprietary information of the Company and its affiliates (“Confidential Information”) which is owned by the Company and its affiliates and is regularly used in the operation of the Company’s and its ‘affiliates’ businesses. As used in this Agreement, the term “Confidential Information” shall mean proprietary and non-public information that is not disclosed by the Company in its filings with the SEC, whether or not in written or tangible form, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Director agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company or any of its affiliates is engaged, or in which the Company or its affiliates may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company or any of its affiliates. Director agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or Director contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Director acknowledges that all Confidential Information, whether prepared by Director or otherwise acquired by Director in any other way, shall remain the exclusive property of the Company or its affiliates, as applicable. Except as necessary for the provision of services of Director to the Company as a member of the Board hereunder, Director shall not use, misappropriate, or disclose in any way to any person or entity any of the ‘Confidential Information, either directly or indirectly’. In addition, at any time, upon the request of the Company and without further compensation, but at no expense to Director, Director shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, or its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain, patent applications and United States and foreign patents on the Company’s or its affiliates’ inventions, and copyright registrations on the Company’s and its affiliates’ material. The duties and obligations of Director set forth in this Section 5 shall survive any termination of this Agreement.

6. Term. Except as otherwise provided herein, the term of this Agreement shall continue until the later of (i) the date that the Company’s stockholders fail to re-elect Director as a member of the Company’s Board, including as a result of the failure by the Company to nominate Director as a candidate for election or (ii) the date that Director ceases to be a member of the Company’s Board for any reason. Director may voluntarily resign from Director’s position on the Board at any time upon thirty (30) days prior written notice to the Company or such shorter period as the parties may agree upon, and such resignation shall not be considered a breach of this Agreement. Upon the termination of this Agreement, any property of the Company, including, without limitation, laptops, personal computers and related equipment, used by Director may (at the option of the Company, in the Company’s sole discretion) be purchased by Director from the Company at its then current fair market value, to be determined in good faith by the Chief Financial Officer of the Company, or promptly returned to the Company.

7. Non-Competition. For so long as the Director is a member of the Board and for one (1) year thereafter (the “Non-Compete Period”), the Director shall not directly or indirectly, be employed by, own, manage, own, control, participate in, consult with, render services for, or in any other manner engage in any business which is competitive with the Company’s business in any market in which the Company is operating, or is considering operating at any time when the Director is serving on the Board. Notwithstanding the foregoing, the ownership of less than a 5% interest in a public entity, by itself, shall not constitute a violation of the restriction set forth in the previous sentence of this Section 1.

8. No Conflict. The Director represents and warrants to the Company that the Director is not a party to or bound by any director, employment, noncompete or confidentiality agreement with any other person or entity or any other agreement, written or non-written, which would conflict with, prevent or limit the Director’s ability to enter into this Agreement or perform the Directors obligations hereunder, and Director shall use Director’s best efforts to avoid or minimize any relationship that creates a conflict of interest with respect to Director’s duties to the Company as a member of the Board. If, at any time, Director is required by law or governmental authority to make any disclosure or take any action that could conflict with any of the provisions of this Agreement, Director shall promptly notify the Board of such obligation, reasonably in advance to making such disclosure or taking such action.

9. Noninterference with Business. During the Non-Compete Period, the Director agrees not to interfere with the business of the Company in any manner. and agrees not to solicit or assist any other person or entity to solicit, directly or indirectly, any business (other than for the Company) from any entity or person or induce, directly or indirectly, any employee, independent contractor, customer, supplier or other business relation of the Company to terminate or breach his or her employment, contractual or other relationship with the Company or in any way interfere with such relationship between such third party and the Company.

10. Cooperation. Director shall notify the Company promptly if Director is subpoenaed or otherwise served with legal process in any matter involving or relating to the Company or any of its affiliates and will cooperate in the review, defense or prosecution of any such matter. Director shall notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or any of its affiliates, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney. In the event of any claim or litigation against the Company or Director based upon any alleged conduct, acts or omissions of Director during ‘the term of this Agreement, Director shall provide to the Company such information and documents as are necessary or desirable and requested by the Company or its counsel, subject to restrictions imposed by federal or state securities laws or court order or injunction. The foregoing shall be subject to the terms and conditions of any indemnification agreement entered into between the Company and Director, the terms and conditions of which shall govern and shall supersede this Section 7 in the event of any conflict between this Section 7 and such indemnification agreement.

11. Entire Agreement. This Agreement represents the entire agreement among the parties with respect to the subject matter herein.

12. Governing Law. This Agreement shall be governed by the law of the State of Domicile. The “State of Domicile” shall mean the State issuing the Company’s current, as the case may be, Articles of Incorporation or Certificate of Incorporation, and any applicable amendments and/or restatements thereto.

13. Resolution of Disputes.

(a) Injunctive Relief. Director hereby recognizes, acknowledges and agrees that in the event of any breach by Director of any of Director’s covenants, agreements, duties or obligations contained in this Agreement, the Company would suffer great and irreparable harm, injury and damage, the Company would encounter extreme difficulty in attempting to prove the actual amount of damages suffered by the Company as a result of such breach, and the Company would not be reasonably or adequately compensated in damages in any action at law. Director therefore covenants and agrees that, in addition to any other remedy the Company may have at law, in equity, by statute or otherwise, in the event, of any breach by Director of any of Director’s covenants, agreements, duties or obligations contained in this Agreement, the Company shall be entitled to seek and receive temporary, preliminary and permanent injunctive and other equitable relief from any court of competent jurisdiction to enforce any of the duties or obligations contained in this Agreement without the necessity of proving the amount of any actual damage to the Company or any affiliate thereof resulting therefrom; provided, however, that nothing contained herein shall be deemed or construed in any manner whatsoever as a waiver by the Company of any of the rights which the Company may have against Director at law, in equity, by statute or otherwise arising out of, in connection with or resulting from the breach by Director of any of Director’s covenants, agreements, duties or obligations hereunder.

(b) Arbitration. The parties hereto agree that any controversy or claim arising out of or relating to this Agreement will be submitted to binding arbitration in Tarrant, Collins or Dallas County, Texas, before a mutually agreed upon arbitrator pursuant to rules promulgated by the American Arbitration Association (the “AAA”), and shall be conducted in Dallas County offices, as the exclusive remedy for such controversy or dispute. Both parties will be entitled to discovery in accordance with Texas Code of Civil Procedure. The arbitrator shall issue a written decision setting forth Director’s or her essential findings and conclusions. The decision of the arbitrator shall be bound by generally acceptable legal principles, including but not limited to, all rules and legal principles concerning potential liability, burdens of proof, remedies, and measure of damages found in all applicable Texas statutes and administrative rules and codes, and all Texas case law. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In agreeing to this arbitration, both parties understand and agree that they are waiving the right to a jury trial as to any issue subject to this arbitration provision. The Company will bear all costs unique to arbitration (that is, any expense that the Director would not be required to bear if the matter were heard in court).

14. Insurance. The Company shall use commercially reasonable efforts to maintain directors’ and officers’ liability insurance throughout the term of Director’s service to the Company hereunder, in amounts and with such carrier(s) and on such terms as determined by the Board, or any committee of the Board empowered for such purpose.

15. Requirements of Director. During the term of this Agreement, Director shall observe all applicable laws and regulations and the rules of the principal securities exchange or trading market where the Common Stock is then listed relating to independent directors of a public company as promulgated from time to time, and shall not: (i) be an employee of the Company, any entity controlling 50% or more of the Company and with which the Company consolidates its financial statements as filed with the SEC (but not if the Company reflects such entity solely as an investment in its financial statements) (“Parent”), or any entity which the Company controls 50% or more of and with which the Company consolidates its financial statements as filed with the SEC (but not if the Company reflects such entity solely as an investment in its financial statements) (“Subsidiary”); (ii) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company other than as set forth in Section 2 or otherwise approved by the Board; (iii) be an affiliated person of the Company or any Parent or Subsidiary of the Company, as the term “affiliate” is defined in 17 CFR 240.10A-3(e)(1), other than in her or his capacity as a director or a member of a committee of the Board.

16. Reporting Obligations. During the term of this Agreement, Director shall immediately notify the Company in writing if: (i) Director knows or has reason to know or should have known that any of the requirements specified in Section 12 hereof is not satisfied or is not going to be satisfied; (ii) Director is nominated to the Board or becomes an officer of another public company or (iii) Director knows or has reason to know of any actual or potential conflict of interest (as defined under applicable law or regulation or the rules of the principal securities exchange or trading market where the Common Stock is then listed, as applicable) with the Company or its affiliates relating to Director.

17. Access to Information. Director shall have full access to books and records of Company and the management of the Company as necessary for the performance of Director’s services to the Company as a member of the Board. Requests for such information shall be made in writing to the Chief Financial Officer of the Company.

18. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement, Director shall be and act as an independent Director, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Director and the Company for any purpose. Director has no authority (and shall not hold himself or herself out as having authority) to bind the Company and Director shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. Director represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Director or right of any third party. Director shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by the Company to its employees. The Company shall not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Director’s behalf. Director agrees to accept exclusive liability for the payment of taxes in connection with the consideration paid to Director and Director shall comply with all valid regulations respecting the assumption of liability for such taxes. Director shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

19. Miscellaneous. This Agreement and the services performed hereunder are personal to Director and Director shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so shall be void. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. Any of the terms hereof may be waived only by a written document signed by each party to this Agreement or by the party or parties waiving compliance. In the event that any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, that invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that any other term or provision of this Agreement will remain in full force and effect and enforceable.

20.Counterparts. This Agreement may be executed in any number of counterparts, using facsimile or electronic signatures, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement.

ADVICE OF COUNSEL. DIRECTOR ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, DIRECTOR HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND DIRECTOR HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto enter into this Agreement as of the date first set forth above.

Exhibit A

Current Outside Directors’ Compensation

Exhibit 99.1

XTI Aerospace Appoints Prominent Aviation Industry Insider

Jonathan G. Ornstein to its Board of Directors, Signaling Accelerated Push for Drone Leadership and M&A-Driven Growth

Appointment of former Mesa Air Group chairman and CEO strengthens capital strategy, deal-making capability, and private-market access as XTI targets UAS dominance

ENGLEWOOD, Colo., Feb. 4, 2026 /PRNewswire/ -- XTI Aerospace, Inc. (Nasdaq: XTIA) (“XTI Aerospace,” “XTI,” or the “Company”) an aerospace technology company focused on building and scaling its newly acquired subsidiary, Drone Nerds, LLC (“Drone Nerds”), today announced the appointment of Jonathan G. Ornstein to the Company’s Board of Directors (the “Board”), effective February 1, 2026.

“This appointment reflects our strategic orientation toward leadership in the drone and unmanned aircraft systems market – a direction that will be supported by an increasingly active, disciplined and opportunistic M&A strategy,” said Scott Pomeroy, Chief Executive Officer of XTI Aerospace.

Across more than four decades of aviation industry experience, including 25 years as Chairman of Mesa Air Group, Ornstein has repeatedly demonstrated an ability to scale aviation businesses, execute complex transactions, allocate capital prudently and navigate highly regulated markets. Under his leadership, Mesa Air Group explored next-generation aviation technologies, including vertical takeoff and landing (“VTOL”) platforms, and made a strategic investment in XTI which was announced in 2024.

“You can see the imprint of Jonathan’s forward-thinking approach in everything he’s done,” said Pomeroy. “His addition to our Board is a force multiplier for where XTI is going. Jonathan brings unmatched experience in building and transforming aviation platforms and that matters enormously at this stage of our evolution.”

“XTI is building a serious drone and aerospace platform at a time when dominance in unmanned systems is becoming a strategic imperative,” said Ornstein. “The Company’s focus on drones, training, supply chain scale, and disciplined M&A, combined with a thoughtful approach to aircraft development financing, creates a powerful foundation. I look forward to supporting XTI as it executes aggressively and intelligently on that strategy.”

Ornstein will serve as an independent director and chair the Board’s Nominating and Corporate Governance Committee. He will also serve on the Board’s Audit and Compensation Committees.

8123 InterPort Blvd., Suite C, Englewood, CO, 80112, USA, (800) 680-7412

© XTI Aerospace, Inc | XTIAerospace.com

About XTI Aerospace, Inc.

XTI Aerospace, Inc. (Nasdaq: XTIA) is an aerospace technology company focused on the advancement of vertical flight. Through its Drone Nerds business, acquired in November 2025, XTI is a premier provider of unmanned aircraft systems (“UAS”), solutions, services and hardware. Through its XTI Aircraft business, the Company is engaged in the development of advanced vertical takeoff and landing (“VTOL”) aircraft with the range and speed of planes and the take-off and landing capability of helicopters.

For more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this press release are forward-looking statements.

Forward-looking statements may be identified by words such as “believe,” “continue,” “could,” “would,” “will,” “expect,” “intend,” “plan,” “target,” “estimate,” “project,” or similar expressions. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, market adoption, regulatory requirements, supply chain conditions, technological development, and changes in applicable laws or regulations. XTI undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances. Readers are encouraged to review the risk factors described in XTI’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings.

Contacts

General inquiries:

Email: contact@xtiaerospace.com

Web: https://xtiaerospace.com/contact

Investor Relations:

Dave Gentry, CEO

RedChip Companies, Inc.

Phone: 1-407-644-4256

Email: XTIA@redchip.com

8123 InterPort Blvd., Suite C, Englewood, CO, 80112, USA, (800) 680-7412

© XTI Aerospace, Inc | XTIAerospace.com