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Smartypants2

07/31/23 9:54 AM

#25758 RE: quester614 #25750

The XERI/XTI JV Agreement provided for XERI to own up to 10% equity stake in XTI, depending on how much $$$ XERI invested. Any assumption that XERI can't convert that to shares at the appropriate time is simply absurd.

If anything, the fact that the JV has not been officially terminated would more than likely only strengthen XERI's position. Keep in mind that in SEC filings, INPX acknowledged the fact that XERI
has the ability to kill the merger. That would only be the case if XERI had some strong contractual position based on its $5.5 investment in XTI that was greater than the 3 million of so shares cited in the INPX filing.
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StockItOut

07/31/23 1:07 PM

#25769 RE: quester614 #25750

The Xeriant INXP merge would be a liquidation event under the current ECO-Aero JV where 5.5% of XTI Aircraft will be delivered to Xeriant by XTI Aircraft.

On May 31, 2021, the Company entered into a Joint Venture Agreement with Xeriant, Inc. (“Xeriant”) to advance the design and development of the TriFan aircraft. Per the agreement, Xeriant has the right to invest up to a total of $10 million in the Joint Venture (“JV”). Under a Services Agreement between the Company and the JV, the JV has agreed to fund the Company monthly based upon billings received from the Company for development costs incurred. In exchange for Xeriant’s investment in the JV, the Company has agreed to issue to Xeriant up to 10% of the number of shares of the Company’s fully diluted issued and outstanding common stock immediately prior to the earlier of (i) the Company merging with a publicly-listed special purpose acquisition company (“SPAC” transaction) or into another entity (other than a SPAC) where the Company is valued at not less than $150 million, (ii) the Company raising (either in private placements or in an initial public offering) an aggregate gross proceeds of at least $30 million, (iii) at the election of Xeriant, if Xeriant has made a $10 million investment in the Company, or (iv) May 31, 2023. As of June 30, 2021, the Company received $310,880 in funding from the JV. As of June 30, 2022, the Company received $5,407,580 from the JV.

https://www.sec.gov/Archives/edgar/data/1638850/000110465923079926/tm2317519d1_1sa.htm

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Xeriant gets 5.5% of XTI Aircraft.
XTI Aircraft gets 40% of INXP.
Therefore Xeriant will have 13.75% of INXP.

If Xeriant will get only 5.5% of INXP, then this XTIA/INXP merger deal is set-up as an illegal workaround to bypass and circumvent Xeriant's full 5.5% rightful ownership of XTI Aircraft.

Should be 5.7% of XTI Aircraft too, which increases share of INXP likewise.

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