Exhibit 10.1


 


IDEANOMICS,
INC.


 


Convertible
Debenture


 


Face Amount: $75,000,000  


 



Debenture Issuance Date: October 25, 2021


Debenture Number: IDEX-102421


 


FOR
VALUE RECEIVED, IDEANOMICS, INC., a Nevada corporation
(the “Company”), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”),
the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at
the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until
the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in
accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 18. For the avoidance of doubt, the Issuance
Date is the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments,
which may be issued to evidence such Debenture.


 


(1)           GENERAL
TERMS


 


(a)  
Maturity Date. The “Maturity Date” shall be October 24, 2022. This Debenture may be redeemed in accordance
with Section 1(c) hereof.


 


(b)  
Interest Rate and Payment of Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate
equal to 4% (“Interest Rate”); provided that such Interest Rate shall be increased to 18% upon an Event of Default.
Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable
law.


 


(c)  
Monthly Redemption Payments. The Company shall redeem in cash (a “Mandatory Redemption”) $8,333,333.33
in Principal, plus accrued and unpaid Interest on the outstanding Principal (the “Mandatory Redemption Amount”) each
month during the term of this Debetnure beginning on February 1, 2022 and continuing on each successive calendar month (each, a “Redemption
Date”). The amounts of any conversions made by the Holder or any Optional Redemptions made by the Company contemporaneous with
or prior to any Redemption Date shall have the effect of reducing the Mandatory Redemption Amount of payments coming due (in chronological
order beginning with the nearest Redemption Date). Each Mandatory Redemption Amount shall be paid in cash by a wire transfer by the Company
to the Holder of the applicable Mandatory Redemption Amount.


 






     


     


    

 


(d)  
Optional Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”)
a portion or all amounts outstanding under this Debenture prior to the Maturity Date subject to: (i) the Company providing the Holder
with at least 15 Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise
an Optional Redemption and (ii) the VWAP of the Company’s Common Stock over the 10 Business Days’ immediately prior to the
Redemption Notice is less than the Conversion Price. The Optional Redemption shall be consummated by a wire transfer by the Company to
the Holder of the Redemption Amount (or such lesser amount, if the Holder has converted any part of this Debenture during the 15-Business
Day notice period specified herein) on the first Business Day following the expiration of the 15-Business Day notice period specified
herein. The Holder may convert all or any part of this Debenture after receiving a Redemption Notice, in which case the Redemption Amount
shall be reduced by the amount so converted.


 


(2)           EVENTS
OF DEFAULT.


 


(a)  
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and
whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 


(i)            the
Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture or any
other Transaction Document within fifteen (15) Business Days after such payment is due;


 


(ii)           The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary
of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary
of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company
suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property
which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a
general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that
it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company
shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company
or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting
any of the foregoing;


 






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(iii)          The
Company or any subsidiary of the Company shall default beyond applicable grace and cured periods in any of its obligations under any
other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under
which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long
term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $5.000,000, whether such
indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due
and payable and such default is not thereafter cured within fifteen (15) Business Days, except for the DBOT lease;


 


(iv)          The
Common Stock shall cease to be quoted or listed for trading, fail to have a bid price or VWAP, or fail to maintain a trading market on
any Primary Market, for a period of 10 consecutive Trading Days;


 


(v)           The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 18) unless in connection
with such Change of Control Transaction this Debenture is retired;


 


(vi)          the
Company's (A) failure to cure a Conversion Failure by delivery of (I) the required number of shares of Common Stock or (II) the Buy-In
Price within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debenture,
including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debenture into
shares of Common Stock that is tendered in accordance with the provisions of the Debenture, other than pursuant to Section 3(c);


 


(vii)         The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days
after such payment is due;


 


(viii)        The
Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction
Document (as defined in Section 18) which is not cured within the time prescribed.


 


(b)  
During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the
full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration
shall become at the Holder's election given by notice pursuant to Section 8, immediately due and payable in cash. Furthermore, in addition
to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture (subject to the limitations
set out in Section 3(d) at any time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price. The Holder need not
provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion)
and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under
applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or
annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 






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(3)           CONVERSION
OF DEBENTURE.This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth
in this Section 3.


 


(a)  
Conversion Right. Subject to the provisions of this Section 3, at any time or times on or after the Issuance Date, the
Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and
nonassessable shares of Common Stock, at the Conversion Rate (as defined below). The number of shares of Common Stock issuable upon conversion
of any Conversion Amount pursuant to this Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion
Price (the “Conversion Rate”). The Company shall not issue any fraction of a share of Common Stock upon any conversion.
If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share
of Common Stock up or down to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be
payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 


(i)            “Conversion
Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which
this determination is being made.


 


(ii)           “Conversion
Price” means $1.88.


 


(b)  
Mechanics of Conversion.


 


(i)            Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the
Holder shall (A) transmit by email or facsimile with confirmation of delivery (or otherwise deliver by method set forth in Section 8),
for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto
as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this
Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably
satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3rd)
Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X)
if legends are not required to be placed on certificates of Common Stock and provided that the Transfer Agent is participating in the
Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares
of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit
Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends
unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion and the
outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company
shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense,
issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled
to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder
or holders of such shares of Common Stock upon the transmission of a Conversion Notice.


 






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(ii)           Company's
Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a copy of a Conversion Notice the Company
shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a “Conversion Failure”),
and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction
of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash
to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company's obligation
to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the
Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any)
of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion
Date.


 


(iii)          Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms
hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount
represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may
be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and
the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.


 


(c)  
Limitations on Conversions.


 


(i)            Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Debenture or receive shares of Common Stock as payment
of Interest hereunder to the extent that after giving effect to such conversion or receipt of such Interest payment, the Holder, together
with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules
promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such
conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of
shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance
of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which
may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority, responsibility and obligation to
determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the
Holder determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of
this Debenture is convertible shall be the responsibility and obligation of the Holder. The provisions of this Section may be waived
by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders
shall be unaffected by any such waiver.


 






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(d)  
Other Provisions.


 


(i)            The
Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable
upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt by the Company
of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient
number of shares of Common Stock to comply with such requirement.


 


(ii)           All
calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.


 


(iii)          The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely
for the purpose of issuance upon conversion of this Debenture and payment of Interest on this Debenture, each as herein provided, free
from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of
shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion
of the outstanding principal amount of this Debenture and payment of Interest hereunder. The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying
Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such
Underlying Shares Registration Statement.


 


(iv)          Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s
failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall
not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


(v)           Conversion
Costs. The Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions
paid for by the Holder in connection with sale of Underlying Shares of Common Stock (provided that the Company has first had the opportunity
to obtain such a legal opinion on behalf of the Holder). The Holder shall notify the Company of any such costs and expenses it incurs
that are referred to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.


 






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(e)  
Adjustments to Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of shares of Common Stock obtainable upon conversion of this Debenture will be proportionately increased. If the
Company at any time after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, any Conversion Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock issuable upon exercise of this Warrant will be proportionately decreased.
Any adjustment under this Section 3(b) shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 


(f)   
Notification of Adjustment. Whenever the Conversion Price is adjusted pursuant to Section 3 hereof, the Company shall promptly
send the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.


 


(4)           REGISTRATION.
The Underlying Shares to be issued by the Company upon conversion of this Debenture by the Holder shall be registered (the “Registration”)
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) effective on the date hereof. All costs
and expenses related to such registration shall be borne by the Company.


 


(5)           INDEMNIFICATION.


 


With respect to the Company’s
obligations under this Debenture, including, without limitation, the Registration of the Underlying Shares by the Company in accordance
with Section 4 hereof:


 


To the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers, partners, employees,
agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange
Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or
are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
The Company shall reimburse the Investors and each such controlling person promptly as such expenses are incurred and are due and payable,
for any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 5(a): (x) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim
is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.


 






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Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 5 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 5, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person
or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such
Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 5, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 






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The indemnification required
by this Section 5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.


 


The indemnity agreements contained
herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the
indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


(6)           CONTRIBUTION.
To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be liable under Section 5 to the fullest extent permitted
by law.


 


(7)           REISSUANCE
OF THIS DEBENTURE.


 


(a)  
Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 7(d)), registered in
the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with
any accrued and unpaid interest thereof) and, if less then the entire outstanding Principal is being transferred, a new Debenture (in
accordance with Section 7(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee,
by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or
redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated
on the face of this Debenture.


 






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(b)  
Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture,
the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 7(d)) representing the outstanding Principal.


 


(c)  
Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 7(d)) representing in the aggregate
the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as
is designated by the Holder at the time of such surrender.


 


(d)  
Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture,
such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture,
the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 7(a) or Section 7(c), the Principal
designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance,
does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii)
shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture,
(iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance
Date.


 


(8)           NOTICES.Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will
be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after
deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive
the same and (B) receipt, when sent by e-mail. The addresses and email addresses for such communications shall be:


 


	If to the Company,
    to:	Ideanomics, Inc.

    1441 Broadway, Suite #5116

    New York NY 10018

    Telephone: 212-206-1216

    Attention:  Chief Executive Officer

    E-Mail:  apoor@ideanomics.com




 






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	If to the Holder:	YA II PN, Ltd

    c/o Yorkville Advisors Global, LLC

    1012 Springfield Avenue

    Mountainside, NJ 07092

    Attention: Mark Angelo

    Telephone: 201-985-8300

    Email: Legal@yorkvilleadvisors.com

     



or
at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt
(i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated upon sending the e-mail
or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by
e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(9)           Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and
rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company.


 


(10)         This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation,
the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms
hereof.


 


(11)         After the Issuance Date, without the Holder’s consent, the Company will not and will not permit any of their subsidiaries
to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to
any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior
in any respect to the obligations of the Company under this Debenture.


 


(12)         This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Courts of the State of New York sitting in New
York County, New York and the U.S. District Court for the Southern District of New York sitting in New York County, New York in
connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.


 


(13)         If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly
for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action
in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in
connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which
become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the
protection, preservation or enforcement of any rights or remedies of the Holder.


 






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(14)         Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of
any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon
strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.


 


(15)         If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.
The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company
from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it
may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.


 


(16)         Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


(17)         THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


(18)         CERTAIN DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:


 


(a)  
“Bloomberg” means Bloomberg Financial Markets.


 


(b)  
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in
the United States or a day on which banking institutions are authorized or required by law or other government action to close.


 






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(c)  
“Change of Control Transaction” means the occurrence of (a) an acquisition after the Issuance Date by an individual
or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%)
of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of
convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at
one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or
disability of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board
of directors on the Issuance Date (or by those individuals who are serving as members of the board of directors on any date whose nomination
to the board of directors was approved by a majority of the members of the board of directors who are members on the Issuance Date),
(c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in
one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the
Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned
subsidiary shall be deemed a Change of Control Transaction under this provision.


 


(d)  
“Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market
or on the exchange which the Common Stock is then listed as quoted by Bloomberg.


 


(e)  
 “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Stock.


 


(f)   
“Commission” means the Securities and Exchange Commission.


 


(g)  
“Common Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which
such shares may hereafter be changed or reclassified.


 


(h)  
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(i)    
 “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible
Securities.


 


(j)    
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.


 


(k)  
“Primary Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Nasdaq
Global Select Market, the Nasdaq Capital Market, or the OTC QB, and any successor to any of the foregoing markets or exchanges.


 






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(l)    
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(m)
“Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which
the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted,
then Trading Day shall mean a Business Day.


 


(n)  
“Transaction Documents” means any existing or future agreement between the Company and the Holder.


 


(o)  
“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment
of interest in accordance with the terms hereof.


 


(p)  
“VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security
on the Primary Market during regular trading hours as reported by Bloomberg LP through its “Historical Prices – Px Table
with Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg.


 






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IN
WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of
the date set forth above.


 


 


	 	COMPANY:
	 	IDEANOMICS, INC.
	 	 
	 	 
	 	By:	 /s/ Alfred P. Poor
	 	Name: Alfred P. Poor
	 	Title: Chief Executive Officer



 






    


     


    

 





EXHIBIT I

CONVERSION NOTICE


 


(To be executed by the Holder in order
to Convert the Debenture)


 


 


	TO:
    


 


The
undersigned hereby irrevocably elects to convert $ of the principal amount of Debenture No. IDEX-101421 into Shares of Common
Stock of Ideanomics,
INC., according to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion
    Date:	 	 
	Conversion
    Amount to be converted:	$	 
	Conversion
    Price:	$	 
	Number
    of shares of Common Stock to be issued:	 	 



 



 


 


 


	Please issue the shares of Common Stock in the following name and to the following address:
	Issue to:	 
	 	 
	 	 
	 	 
	 	 
	Authorized Signature:	 
	Name:	 
	Title:	 
	Broker DTC Participant Code:	 
	Account Number: