Exhibit 10.1


 


AMENDMENT NO.9 TO SECURED
CONVERTIBLE PROMISSORY NOTE


 


This
Amendment No. 9 to the Secured Convertible Promissory Note (the “Amendment”), is made as of October 27, 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, September 16, 2022 and September 28, 2022 (“Note”) to Ideanomics
Inc., (“Lender”) promising to repay the loan amount of $58,418,111.00 advanced by the Lender.


 


WHEREAS, the Borrower
wishes to borrow, and the Lender wishes to advance, an additional amount of US$ 800,000.00 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-NINE MILLION
TWO HUNDRED AND EIGHTEEN THOUSAND ONE HUNDRED AND ELEVEN Dollars (US$59,218,111.00).



 


		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; (v) US$ 1,600,000 shall accrue from August 15, 2022; (vi) US$ 924,000 shall accrue from September 7, 2022; (vii) US$
1,076,000 shall accrue from September 16, 2022; (viii) US$ 1,000,000 shall accrue from September 28, 2022; (ix) US$ 400,000 shall accrue
from October 14, 2022; and (x) US$ 400,000 shall accrue from October 21, 2022, 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.
	 	 
	 	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.



 






     


     


    

 


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. 9 to the Convertible Note]