Exhibit 10.1


 


IDEANOMICS,
INC.


 


Convertible
Debenture


 


Face
Amount: $37,500,000



 


Debenture
Issuance Date: January 15, 2021


Debenture
Number: IDEX-011521


 


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 an Interest Date (as defined below), 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 16. 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 July 15, 2021, as may be extended at the option of
the Holder, and the Company has the right to prepay the Note at any time; provided that prepayment is subject to compliance with
Section 1(c) herein.


 


(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)  
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 as described in this Section; provided
that the Company provides each Buyer with at least 15 Business Days’ prior written notice (each, a “Redemption
Notice”) of its desire to exercise an Optional Redemption and 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;


 


(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;


 






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(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 16) 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 16) 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 9, immediately due and payable
in cash. 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.


 


(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 Section 3(c), 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 in accordance with Section 3(b), 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.


 






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(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.


 


(b)  
“Conversion Price” means $3.31.


 


(c)  
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 facsimile with confirmation of delivery (or otherwise deliver by method set forth in Section
6(A)(i) or (ii)), 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.


 


(d)  
Limitations on Conversions / 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.


 


(e)  
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.


 






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(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.


 


(f)   
Adjustments to Conversion PriceAdjustment of 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 4(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 






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(g)  
Notification of Adjustment. Whenever the Conversion Price is adjusted pursuant to Section 4 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 Registration of the Underlying Shares by the Company in accordance with Section 5 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 6(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 6 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 6, 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 6, 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 6 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
6 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 8(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 8(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.


 


(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 8(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 8(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 8(a)
or Section 8(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.


 






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(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, 5th Floor,

        New York NY 10018

        Telephone: 212-206-1216

        Attention:  Chief Executive Officer

        E-Mail:  apoor@ideanomics.com

         

	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.


 






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(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.


 


(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.


 






    	 	11	 



     


    

 


(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.


 


(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.


 






    	 	12	 



     


    

 


(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.


 


(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 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.


 




    	 	13	 



     


    

 


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:	                    
	 	Name:
	 	Title:


 


 




     

     


    

 


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-011521 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: