Exhibit 10.1


 


AMENDMENT NO.8 TO SECURED CONVERTIBLE PROMISSORY
NOTE


 


This Amendment No. 8
to the Secured Convertible Promissory Note (the “Amendment”), is made as of September 28, 2022 by VIA Motors
International, Inc., (the “Borrower”). Capitalized terms used but not defined herein shall have the respective
meanings given to them in the Note (defined below).


 


WHEREAS,
the Borrower issued a certain Secured Convertible Promissory Note dated August 30, 2021, as amended on May 20, 2022, June 17,
2022, July 12, 2022, August 15, 2022, September 7, 2022, September 12, 2022 and September 16, 2022 (“Note”)
to Ideanomics Inc., (“Lender”) promising to repay the loan amount of $57,418,111.00 advanced by the Lender.


 


WHEREAS, the Borrower wishes
to borrow, and the Lender wishes to advance, an additional amount of US$ 1,000,000.00 on the terms and conditions set forth in the Note.


 


WHEREAS, the Borrower desires to amend the Note
as provided herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound, mutually agree as follows:


 


		1.	Notwithstanding anything to the contrary in
                                            the Note, effective as of the date hereof:



 


		a.	the principal sum payable under the Note
                                            shall be FIFTY-EIGHT MILLION FOUR HUNDRED AND EIGHTEEN THOUSAND ONE HUNDRED AND ELEVEN Dollars
                                            (US$58,418,111.00).



 


		b.	Simple
                                            interest on (i) US$42,500,000 shall accrue from August 30, 2021; (ii) US$
                                            2,318,111 shall accrue from May 20, 2022, (iii) US$ 3,200,000 shall accrue from
                                            June 17, 2022, (iv) US$ 5,800,000 shall accrue from July 12, 2022, (iv) US$
                                            1,600,000 shall accrue from August 15, 2022; (v) US$ 924,000 shall accrue from
                                            September 7, 2022; (vi) US$ 1,076,000 shall accrue from September 16, 2022;
                                            and (vii) US$ 1,000,000 shall accrue from the date hereof, in each case, till the Maturity
                                            Date at the rate of four percent (4%) per annum (such principal and interest together and
                                            all other amounts due and owing under the Note, the “Obligations”).



 


		2.	Except to the extent herein expressly modified
                                            by the foregoing provisions of this Amendment, the Note is hereby ratified and confirmed
                                            in all respects.



 


		3.	This Amendment may be executed by electronic
                                            signatures and in any number of counterparts with the same effect as if all signatory parties
                                            had signed the same document. All counterparts shall be construed together and shall constitute
                                            one and the same instrument.



 


[signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.


 


	 	VIA MOTORS INTERNATIONAL, INC., a Delaware corporation
	 	 
	 	By:	/s/ Alan Perriton                
	 	Name: Alan Perriton
	 	Title: President




 


Acknowledged by:


 


	IDEANOMICS, INC., a Nevada corporation	 
	 	 
	By:	/s/ Alf
    Poor                 	 
	Name: Alf Poor	 
	Title: Authorized Signatory	 




 


[Signature Page to Amendment No. 8 to
the Convertible Note]