Item 1.01 Entry into a Material Definitive
Agreement.
Amendment No. 11 to
Secured Convertible Promissory Note
On December 6, 2022 (the
“Effective Date”), Ideanomics, Inc. (the “Lender” or “Company”)
and Via Motors International, Inc. (the “Borrower”) entered into an amendment (the “Amendment No.
11”) to the Secured Convertible Promissory Note dated August 30, 2021, as amended (the “Secured Convertible
Promissory Note”). Under the Amendment No. 11, the Borrower agreed to borrow, and the Lender agreed to advance, an
additional amount of US$1,400,000 on the terms and conditions set forth in the Secured Convertible Promissory Note. Pursuant to the Amendment
No. 11, the principal sum payable under the Secured Convertible Promissory Note shall be US$61,218,111 and simple interest on US$400,000,
US$500,000, and US$500,000, shall accrue from November 10, 2022, November 16, 2022, and November 23, 2022, respectively, till the maturity
date at the rate of 4% per annum.
Any amounts advanced
pursuant to the Amendment No. 11 shall be deducted from the purchase price contemplated by that that certain Agreement and Plan of Merger
dated August 30, 2021, as amended.
The foregoing description
of the Amendment No. 11 is qualified in its entirety by reference to the full text of the Amendment No. 11, which is attached as Exhibit
10.1 to this Current Report on Form 8-K.
Amendment No. 5 to
Secured Promissory Note No. 1
On December 7, 2022 (the
“Amendment No. 5 Effective Date”), the Lender and the Borrower entered into an amendment (the “Amendment
No. 5”) to the Secured Promissory Note No. 1 dated May 20, 2021, as amended (the “Secured Promissory Note No.
1”). Under the Amendment No. 5, the Borrower agreed to borrow, and the Lender agreed to advance, an additional amount of
US$2,281,369 on the terms and conditions set forth in the Secured Promissory Note No. 1. Pursuant to the Amendment No. 5, the principal
sum payable under the Secured Promissory Note No. 1 shall be US$16,271,258 and simple interest on (i) US$2,181,889 shall accrue from May
20, 2022; (ii) US$ 5,100,000 shall accrue from June 17, 2022; (iii) US$ 1,800,000 shall accrue from July 19, 2022; (iv) US$ 2,600,000
shall accrue from August 15, 20222; (v) US$ 473,710 shall accrue from October 28, 2022 and (vi) $4,115,659 shall accrue from December
2, 2022 in each case, till the maturity date at the rate of four percent (4%) per annum.
Any amounts advanced
pursuant to the Amendment No. 5 shall not be deducted from the purchase price contemplated by that that certain Agreement and Plan of
Merger dated August 30, 2021, as amended.
The foregoing description
of the Amendment No. 5 is qualified in its entirety by reference to the full text of the Amendment No. 5, which is attached as Exhibit
10.2 to this Current Report on Form 8-K.