Exhibit 10.1


 


STANDBY EQUITY DISTRIBUTION AGREEMENT


 


THIS
STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of June ___, 2021 (this “Agreement”) is made by and
between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and IDEANOMICS, INC.,
a company incorporated under the laws of the State of Nevada (the “Company”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and
sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to 80,396,000 shares
of common stock of the Company, par value $0.001 per share (the “Common Shares”); and


 


WHEREAS,
the Common Shares are listed for trading on the Nasdaq under the symbol “IDEX;” and


 


WHEREAS,
the offer and sale of the Common Shares issuable hereunder shall be registered on the Company’s registration statement on Form S-3
(File No. 333-239371) under Section 5 of the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the “Securities Act”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Article I. Certain Definitions


 


Section 1.01            “Additional
Shares” shall have the meaning set forth in Section 2.01(d)(ii).


 


Section 1.02            “Adjusted
Advance Shares” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.03            “Advance
Date” shall mean the 1st Trading Day after expiration of the applicable Advance Pricing Period for each Advance.


 


Section 1.04            “Advance
Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of
the Company and setting forth the Advance Shares that the Company desires to issue and sell to the Investor.


 


Section 1.05            “Advance
Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01(b) of this Agreement) to the
Investor an Advance Notice, subject to the terms of this Agreement.


 


Section 1.06            “Advance
Pricing Period” has the meaning set forth in Section 2.01(e)(iii).


 


Section 1.07            “Advance
Shares” shall mean the number of Common Shares that the Company desires to issue and sell to the Investor as requested by the
Company in an Advance Notice.


 


Section 1.08            “Advances”
shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof.


 


Section 1.09            “Affiliate”
shall have the meaning set forth in Section 3.07.


 






     


     


    

 


Section 1.10            “Agreement”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.11            “Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines
and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation
(i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all
applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign
Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 


Section 1.12            “Base
Prospectus” shall mean the Company’s prospectus dated May 17, 2018 accompanying the Registration Statement.


 


Section 1.13            “Closing”
shall have meaning set forth in Section 2.02.


 


Section 1.14            “Commitment
Amount” shall mean 80,396,000 Common Shares, provided that, the Company shall not affect any sales under this Agreement
and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that
after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement would exceed 19.9% of
the outstanding Common Shares as of the date of this Agreement.


 


Section 1.15            “Commitment
Period” shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance
with Section 12.02.


 


Section 1.16            “Common
Shares” shall have meaning set forth in the recitals of this Agreement.


 


Section 1.17            “Company”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.18            “Company
Indemnitees” shall have the meaning set forth in Section 6.02.


 


Section 1.19            “Condition
Satisfaction Date” shall have the meaning set forth in Section 8.01


 


Section 1.20            “Environmental
Laws” shall have the meaning set forth in Section 5.08.


 


Section 1.21            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Section 1.22            “Excluded
Day” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.23            “Final
Purchase Price” has the meaning set forth in Section 2.01(e)(iv).


 


Section 1.24            “Hazardous
Materials” shall have the meaning set forth in Section 5.08.


 


Section 1.25            “Indemnified
Liabilities” shall have the meaning set forth in Section 6.01.


 


Section 1.26            “Initial
Disclosure” shall have the meaning set forth in Section 7.01(b).


 






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Section 1.27            “Initial
Registration Statement” shall have the meaning set forth in Section 7.01(a).


 


Section 1.28            “Investor”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.29            “Investor
Indemnitees” shall have the meaning set forth in Section 6.01.


 


Section 1.30            “Market
Price” shall mean the lowest daily VWAP of the Common Shares during the relevant Advance Pricing Period, other than the daily
VWAP on any Excluded Days.


 


Section 1.31            “Material
Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a
material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a
material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement.


 


Section 1.32            “Material
Outside Event” shall have the meaning set forth in Section 7.07.


 


Section 1.33            “Maximum
Advance Shares” in respect of each Advance Notice means 1,750,000 Common Shares, or such other amount as may be agreed by the
parties.


 


Section 1.34            “Minimum
Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each Advance
Notice, if applicable.


 


Section 1.35            “OFAC”
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


Section 1.36            “Ownership
Limitation” shall have the meaning set forth in Section 2.01(c)(i).


 


Section 1.37            “Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


Section 1.38            “Plan
of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.


 


Section 1.39            “Principal
Market” shall mean the Nasdaq.


 


Section 1.40            “Prospectus”
shall mean the Base Prospectus, as supplemented by any Prospectus Supplement.


 


Section 1.41            “Prospectus
Supplement” shall mean any prospectus supplement to the Base Prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act, including, without limitation, the Prospectus Supplement to be filed in accordance with Section 7.01 hereof.


 


Section 1.42            “Registration
Limitation” shall have the meaning set forth in Section 2.01(c)(ii).


 






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Section 1.43            “Registration
Period” shall mean the Initial Registration Statement or another registration statement on a form promulgated by the SEC for
which the Company then qualifies for the registration of the offer and sale of the Shares to be offered and sold by the Company to the
Investor and the resale of such Shares by the Investor, as the same may be amended and supplemented from time to time and including any
information deemed to be a part thereof pursuant to Rule 430B under the Securities Act and any successor registration statement filed
by the Company with the SEC under the Securities Act on a form promulgated by the SEC for which the Company then qualifies and which form
shall be available for the registration of the transactions contemplated hereunder.


 


Section 1.44            “Registration
Statement” shall have the meaning set forth in Section 7.01(a).


 


Section 1.45            “Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


Section 1.46            “Sanctions”
means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European Union,
Her Majesty’s Treasury, or other relevant sanctions authority.


 


Section 1.47            “Sanctions
Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba, Iran,
North Korea, Sudan and Syria).


 


Section 1.48            “SEC”
shall mean the U.S. Securities and Exchange Commission.


 


Section 1.49            “SEC
Documents” shall have the meaning set forth in Section 5.04.


 


Section 1.50            “Securities
Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.51            “Settlement
Document” shall have the meaning set forth in Section 2.02(a).


 


Section 1.52            “Shares”
shall mean the Common Shares to be issued from time to time hereunder pursuant to Advances.


 


Section 1.53            “Subsidiaries”
shall have the meaning set forth in Section 5.01.


 


Section 1.54            “Trading
Day” shall mean any day during which the Principal Market shall be open for business.


 


Section 1.55            “Transaction
Documents” shall have the meaning set forth in Section 5.02.


 


Section 1.56            “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
as reported by Bloomberg L.P. during regular trading hours.


 






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Article II. Advances


 


Section 2.01            Advances;
Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII
hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company,
Common Shares on the following terms:


 


		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance
with the following provisions:



 


		(i)	The Company shall, in its sole discretion, select the Advance Shares, not to exceed the Maximum Advance
Shares, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.



 


		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



 


		(b)	Date
                                            of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with
                                            the instructions set forth on the bottom of Exhibit A. An Advance Notice shall be deemed
                                            delivered on (i) the day it is received by the Investor if such notice is received by
                                            email prior to 6:00 p.m. Eastern Time in accordance with the instructions set
                                            forth on the bottom of Exhibit A, or (ii) the immediately succeeding day if it
                                            is received by email after 6:00 p.m. Eastern Time, in each case in accordance with the
                                            instructions set forth on the bottom of Exhibit A.



 


		(c)	Advance Limitations. Regardless of the number of Advance Shares requested by the Company in the
Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced in accordance with each
of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount. In no event shall the number of Common Shares issuable
to the Investor pursuant to an Advance cause the aggregate number of Common Shares beneficially owned (as calculated pursuant to Section 13(d) of
the Exchange Act) by the Investor and its affiliates as a result of previous issuances and sales of Common Shares to Investor under this
Agreement to exceed 4.99% of the then outstanding Common Shares (the “Ownership Limitation”). In connection with each
Advance Notice delivered by the Company, any portion of the Advance Shares that would (i) cause the Investor to exceed the Ownership
Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount
shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically
modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of
any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.



 






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		(ii)	Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration
Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an
Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company
and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal
to such withdrawn portion in respect of each Advance Notice; provided that in the event of any such automatic withdrawal and automatic
modification, Investor will promptly notify the Company of such event.



 


		(d)	Minimum Acceptable Price.



 


		(i)	With respect to each Advance Notice, the Company may notify the Investor of the MAP with respect to such
Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection
with such Advance. With respect to each Advance Notice with a MAP, each Trading Day during an Advance Pricing Period for which (A) the
VWAP of the Common Shares is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no
VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the amount of the Advance Shares
set forth in such Advance Notice by (y) 20% if the applicable Advance Notice specifies a Pricing Period of five (5) consecutive
Trading Days or by (z) 50% if the applicable Advance Notice specifies a Pricing Period of two (2) consecutive Trading Days (the
resulting amount of each Advance being the “Adjusted Advance Shares”), and each Excluded Day shall be excluded from
the Advance Pricing Period for purposes of determining the Market Price and the number of days in the Advance Pricing Period shall be
reduced by the number of Excluded Days.



 


		(ii)	The total Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted
Advance Shares) shall be increased at the option of the Investor by such number of Common Shares (the “Additional Shares”)
equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional
Share shall be equal to the MAP in effect with respect to such Advance Notice (without any further discount), provided that this increase
shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in
Section 2.01(c).



 






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		(e)	The Company may deliver an Advance Notice to
the Investor under this Agreement requesting an Advance with respect to up to Maximum Advance Shares. Each Advance shall proceed
as set forth below.



 


		(i)	In each Advance Notice for an Advance, the Company shall include (i) a price per Share equal to 90%
of the lowest of the daily VWAPs for the 5 consecutive Trading Days immediately prior to the date of such Advance Notice (the “Preliminary
Purchase Price”) and (ii) an amount equal to the number of Shares in such Advance Notice multiplied by the Preliminary
Purchase Price (the “Preliminary Proceeds”).



 


		(ii)	Promptly after delivering an Advance Notice with respect to an Advance, the Company will, or will cause
its transfer agent to, electronically transfer the number of Shares to be purchased by the Investor by crediting the Investor’s
account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such
other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share
transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the Preliminary Proceeds
for the Shares in cash in immediately available funds to an account designated by the Company in writing and transmit notification to
the Company that such funds transfer has been requested. No fractional shares shall be issued, and any fractional amounts shall be rounded
to the next higher whole number of shares. Any certificates evidencing Common Shares delivered pursuant hereto shall be free of restrictive
legends. To facilitate the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long
as there is an effective Registration Statement covering such Common Shares.



 


		(iii)	On the date the Investor receives the number of Shares set forth in each Advance Notice into its account
(such date referred to herein as a “Preliminary Closing Date”), the Investor shall provide notice to the Company confirming
receipt and indicating the start and end dates of an Advance Pricing Period as determined in accordance with the terms of this Agreement.
For the purposes hereof, an “Advance Pricing Period” shall mean the 5 or 2 consecutive Trading Days, as notified by
the Company to the Investor in the applicable Advance Notice, commencing on the Trading Day immediately following a Preliminary Closing
Date; provided however, the Investor may elect to commence an Advance Pricing Period on a Preliminary Closing Date rather than
the following day if the number of Shares set forth in the applicable Advance Notice are received prior to the close of trading on a Preliminary
Closing Date.



 






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		(iv)	On each Advance Date, the Investor shall deliver to the Company a written document in the form attached
hereto as Exhibit B (each a “Settlement Document”) setting forth (A) a price per share equal to (i) 96%
of Market Price if the applicable Advance Notice specifies a Pricing Period of five (5) consecutive Trading Days, or (ii) 95%
of the Market Price if the applicable Advance Notice specifies a Pricing Period of two (2) consecutive Trading Days (a “Final
Purchase Price”), (B) an amount equal to the number of Shares set forth in an Advance Notice multiplied by a Final Purchase
Price (the “Final Proceeds”), subject to adjustment in accordance with Section 2.01(d), and (C) a report
by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Advance Pricing Period (or, if not reported on Bloomberg,
L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and conditions of this
Agreement. If the Final Proceeds are greater than the Preliminary Proceeds, then the Investor shall pay to the Company the difference
between the Final Proceeds and the Preliminary Proceeds for in cash in immediately available funds to an account designated by the
Company in writing and transmit notification to the Company that such funds transfer has been requested.  If the Final Proceeds are
less than the Preliminary Proceeds, the Company shall electronically transfer such number of additional Shares to be purchased by the
Investor in an amount equal to the quotient obtained by dividing the Preliminary Proceeds by the Final Purchase Price and subtracting
from that quotient the number of Shares set forth in the Advance Notice by crediting the Investor’s account or its designee’s
account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be
mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested.



 


		(f)	Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree
that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract
binding on both parties for the purchase and sale of Shares pursuant to such Advance Notice in accordance with the terms of this Agreement
and subject to Applicable Law and (ii) subject to Section 3.08 (Trading Activities), the Investor may sell Common Shares of
the Company during the Advance Pricing Period.



 


		(g)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



 






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Section 2.02            Hardship.


 


		(a)	In the event the Investor sells Common Shares after receipt of an Advance Notice and the Company fails
to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights
and obligations set forth in Article VI hereto and in addition to any other remedy to which the Investor is entitled at law or in
equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges
that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an
injunction or injunctions to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other
rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth
in Article VI hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without
limitation, specific performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal
Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 


Article III. Representations and Warranties
of Investor


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Date:


 


Section 3.01            Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby.
The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations
hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other
proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and
all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor
and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations
of the Investor, enforceable against the Investor in accordance with its terms.


 


Section 3.02            Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection
with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree
of risk, and that the Investor may lose all or a part of its investment.


 






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Section 3.03            No
Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction and that the Investor may lose all or a part of its investment.


 


Section 3.04            Investment
Purpose. The Common Shares purchased by the Investor hereunder are being or will be purchased for its own account, for investment
purposes, and without any view or intention to distribute such shares in violation of the Securities Act or any other applicable securities
laws. The Investor agrees not to assign or in any way transfer the Investor’s rights to the securities or any interest therein or
its obligations under this Agreement and acknowledges that the Company will not recognize any purported assignment or transfer except
in accordance with applicable Federal and state securities laws. No other Person has or will have a direct or indirect beneficial interest
in the securities. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s Common Shares unless such shares
are registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an
exemption from such registration is available.


 


Section 3.05            Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


Section 3.06            Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and
operations of the Company and information it deemed material to making an informed investment decision. The Investor and its advisors,
if any, have been afforded the opportunity to ask questions of the Company and its management and has received answers to such questions.
Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives
shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this
Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal
and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 


Section 3.07            Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that
term is defined in Rule 405 promulgated under the Securities Act).


 






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Section 3.08            Trading
Activities. The Investor’s trading activities with respect to the Common Shares shall be in compliance with all applicable
federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market. Neither the
Investor nor its affiliates has any open short position in the Common Shares, nor has the Investor entered into any hedging transaction
that establishes a net short position with respect to the Common Shares, and the Investor agrees that it shall not, and that it will
cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Shares; provided that
the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Shares to
be issued to the Investor pursuant to the Advance Notice prior to receiving such shares, or (b) other Common Shares of the Company
that it holds as a long position.


 


Section 3.09            General
Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common
Shares offered hereby.


 


Article IV. Representations and Warranties
of the Company


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Date:


 


Section 4.01            Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions contemplated hereby.
The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor of its obligations
hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and require no other
proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this Agreement and
all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered by the Investor
and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations
of the Investor, enforceable against the Investor in accordance with its terms.


 


Section 4.02            Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment in the Company and of protecting its interests in connection
with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree
of risk, and that the Investor may lose all or a part of its investment.


 


Section 4.03            No
Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction and that the Investor may lose all or a part of its investment.


 






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Section 4.04            Investment
Purpose. The Common Shares purchased by the Investor hereunder are being or will be purchased for its own account, for investment
purposes, and without any view or intention to distribute such shares in violation of the Securities Act or any other applicable securities
laws. The Investor agrees not to assign or in any way transfer the Investor’s rights to the securities or any interest therein or
its obligations under this Agreement and acknowledges that the Company will not recognize any purported assignment or transfer except
in accordance with applicable Federal and state securities laws. No other Person has or will have a direct or indirect beneficial interest
in the securities. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s Common Shares unless such shares
are registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an
exemption from such registration is available.


 


Section 4.05            Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


Section 4.06            Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and
operations of the Company and information it deemed material to making an informed investment decision. The Investor and its advisors,
if any, have been afforded the opportunity to ask questions of the Company and its management and has received answers to such questions.
Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives
shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this
Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal
and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 


Section 4.07            Not
an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with the Company or any “affiliate” of the Company (as that
term is defined in Rule 405 promulgated under the Securities Act).


 


Section 4.08            Trading
Activities. The Investor’s trading activities with respect to the Common Shares shall be in compliance with all applicable
federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market. Neither the
Investor nor its affiliates has any open short position in the Common Shares, nor has the Investor entered into any hedging transaction
that establishes a net short position with respect to the Common Shares, and the Investor agrees that it shall not, and that it will
cause its affiliates not to, engage in any short sales or hedging transactions with respect to the Common Shares; provided that
the Company acknowledges and agrees that upon receipt of an Advance Notice the Investor has the right to sell (a) the Shares to
be issued to the Investor pursuant to the Advance Notice prior to receiving such shares, or (b) other Common Shares of the Company
that it holds as a long position.


 


Section 4.09            General
Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common
Shares offered hereby.


 






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Article V. Representations and Warranties
of the Company


 


Except
as set forth in the SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall
qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of
the Disclosure Schedules or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the
face of such disclosure that such disclosure is applicable to such Section, the Company represents and warrants to the Investor that,
as of the date hereof and as of each Advance Date (other than representations and warranties which address matters only as of
a certain date, which shall be true and correct as written as of such certain date), that:


 


Section 5.01            Organization
and Qualification. Each of the Company and its Subsidiary (as defined below) is an entity duly organized and validly existing under
the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to carry on
its business as now being conducted. Each of the Company and its Subsidiary is duly qualified to do business and is in good standing (to
the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except
to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries”
means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any of the outstanding capital stock or
holds any equity or similar interest of such Person or (y) controls or operates all or any part of the business, operations or administration
of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”


 


Section 5.02            Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof
and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have
been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no
further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other
Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company
and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered,
will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies
and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”
means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto
in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 






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Section 5.03            No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result
in a violation of the articles of association or other organizational documents of the Company or its Subsidiary (with respect to consummation,
as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or
its Subsidiary is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or its Subsidiary or by which any property or asset of the Company
or its Subsidiary is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that
would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.04            SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding
the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements
and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the
Securities Act, being hereinafter referred to as the “SEC Documents”). The Company has made available to the Investor
through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the
SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the
rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time
they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 


Section 5.05            Equity
Capitalization. As of the date hereof, the authorized capital of the Company consists of 1,500,000,000 shares of Common Stock and
50,000,000 shares of Preferred Stock with 450,189,563 shares of Common Stock and 7,000,000 shares of Series A Preferred Stock issued
and outstanding.


 






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Section 5.06            Intellectual
Property Rights. The Company and its Subsidiary own or possess adequate rights or licenses to use all material trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, except as would not cause
a Material Adverse Effect. The Company and its Subsidiary do not have any knowledge of any infringement by the Company or its Subsidiary
of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark
registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of the Company, there is no claim,
action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiary
regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the Company is not aware of any facts or
circumstances which might give rise to any of the foregoing.


 


Section 5.07            Employee
Relations. Neither the Company nor any of its Subsidiary is involved in any labor dispute nor, to the knowledge of the Company or
any of its Subsidiary, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section 5.08            Environmental
Laws. The Company and its Subsidiary (i) are in compliance in all material respects with all Environmental Laws (as defined below),
(ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in
each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or
in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and
local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions,
judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 5.09            Title.
Except as set forth in the SEC Documents or except as would not cause a Material Adverse Effect, the Company has good and marketable title
to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest other than such as are not material to the business of the Company. Any real property and facilities held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material
and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.


 






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Section 5.10            Insurance.
The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries
are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have
a Material Adverse Effect.


 


Section 5.11            Regulatory
Permits. Except as would not cause a Material Adverse Effect, the Company and its subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective
businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permits.


 


Section 5.12            Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


 


Section 5.13            Absence
of Litigation. Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or
by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common
Shares or any of the Company’s Subsidiary, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 5.14            Subsidiaries.
Except as disclosed in the SEC Documents, the Company does not presently own or control, directly or indirectly, any interest in any other
corporation, partnership, association or other business entity.


 


Section 5.15            Tax
Status. Each of the Company and its Subsidiary (i) has timely made or filed all foreign, federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know
of no basis for any such claim.


 






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Section 5.16            Certain
Transactions. Except as set forth in the SEC Documents (or as not required to be disclosed pursuant to applicable law) none of the
officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is
an officer, director, trustee or partner.


 


Section 5.17            Fees
and Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


 


Section 5.18            Dilution.
The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing shareholders and could
significantly increase the outstanding number of Common Shares.


 


Section 5.19            Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder.
The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the Registration Statement
is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market.  The
Company further acknowledges and agrees that it is not a client or customer of the Fund or any of its affiliates and none of the Fund
or its affiliates has provided, or will provide, any services to the Issuer or any of its affiliates. The Fund’s relationship to
the Issuer is solely as investor.


 


Section 5.20            Neither
the Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate
of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled by a Person that is:


 


		(a)	on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time;



 


		(b)	the subject of any Sanctions;



 


		(c)	has a place of business in, or is operating, organized, resident or doing business in a country or territory
that is, or whose government is, the subject of Sanctions Programs (including without limitation Crimea, Cuba, Iran, North Korea,
Sudan and Syria).



 






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Article VI. Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 6.01            Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s
other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, and all of its officers,
directors, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith
(irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees
or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in
any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein;
(b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant,
material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law,
the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible
under Applicable Law.


 


Section 6.02            Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s
other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers,
directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities
incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed
or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Investor will only be liable for written information relating to the
Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing
indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation
or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or
thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor(s) contained in
this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent
that the foregoing undertaking by the Investor may be unenforceable under Applicable Law, the Investor shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.


 






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Section 6.03            Notice
of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,
as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this
Article VI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying
party will not relieve it of liability under this Article VI except to the extent the indemnifying party is prejudiced by such failure.
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 reasonably satisfactory to
the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee
or Company Indemnitee shall have the right to retain its own counsel with the reasonable fees and expenses of not more than one counsel
for such Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee and the indemnifying party
would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other
party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee which relates to such action or claim. The
indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised 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 Investor Indemnitee or Company Indemnitee, 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 Investor Indemnitee or Company Indemnitee 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 Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which
indemnification has been made. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received and payment therefor is due.


 






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Section 6.04            Remedies.
Except as set forth in Section 2.03, the remedies provided for in this Article V are exclusive. The obligations of the parties
to indemnify or make contribution under this Article VI shall survive expiration or termination of this Agreement.


 


Section 6.05            Limitation
of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive, indirect, incidental
or consequential damages.


 


Article VII.

Covenants of the Company


 


Section 7.01            Registration
Statement.


 


		(a)	The Company has filed, in accordance with the provisions of the Securities Act and the rules and
regulations thereunder, with the SEC a shelf registration statement on Form S-3 (File Number 333-239371) (the “Initial Registration
Statement”) including a base prospectus, with respect to the issuance and sale of securities by the Company, including Common
Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which the Company may sell the Common
Shares. The Initial Registration Statement was declared effective on July 21, 2020 and remains in effect on the date hereof. Except
where the context otherwise requires, the Initial Registration Statement, as amended when it became effective, including all documents
filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed
with the SEC pursuant to Rule 424(b) under the Securities Act or deemed to be a part of the Initial Registration Statement pursuant
to Rule 430B of the Securities Act, is herein called the “Registration Statement.”



 


		(b)	Promptly after the date hereof (and prior to the Company delivering an Advance Notice to the Investor
hereunder), the Company shall file with the SEC a report on Form 8-K or such other appropriate form as determined by counsel to the
Company, relating to the transactions contemplated by this Agreement and a preliminary Prospectus Supplement pursuant to Rule 424(b) of
the Securities Act disclosing all information relating to the transaction contemplated hereby required to be disclosed therein and an
updated Plan of Distribution, including, without limitation, the name of the Investor, the number of Shares being offered hereunder, the
terms of the offering, the purchase price of the Shares, and other material terms of the offering, and any other information or disclosure
necessary to register the transactions contemplated herein (collectively, the “Initial Disclosure”) and shall provide
the Investor with 24 hours to review the Initial Disclosure prior to its filing.



 






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		(c)	Maintaining a Registration Statement.
The Company shall maintain the effectiveness of any Registration Statement with respect to the Shares at all times during the Commitment
Period (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement, the
Company shall ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto)
and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.
During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be
effective under the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market, (iii) the
Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company
fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.



 


		(d)	Filing
                                            Procedures. Not less than one business days prior to the filing of a Registration Statement
                                            and not less than one business day prior to the filing of any related amendments and supplements
                                            to all Registration Statements (except for any amendments or supplements caused by the filing
                                            of any annual reports on Form 10-K, current reports on Form 8-K, and any similar
                                            or successor reports), the Company shall furnish to the Investor copies of all such documents
                                            proposed to be filed, which documents (other than those incorporated or deemed to be incorporated
                                            by reference) will be subject to the reasonable and prompt review of the Investor. The Investor
                                            shall furnish comments on a Registration Statement and any related amendment and supplement
                                            to a Registration Statement to the Company within 24 hours of the receipt thereof. If
                                            the Investor fails to provide comments to the Company within such 24-hour period, then the
                                            Registration Statement, related amendment or related supplement, as applicable, shall be
                                            deemed accepted by the Investor in the form originally delivered by the Company to the Investor.



 


		(e)	Delivery of Final Documents. The Company shall furnish to the Investor without charge, (i) at
least one copy of each Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) at
the request of the Investor, at least one copy of the final prospectus included in such Registration Statement and all amendments and
supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other documents as the
Investor may reasonably request from time to time in order to facilitate the disposition of the Common Shares owned by the Investor pursuant
to a Registration Statement. Filing of the forgoing with the SEC via its EDGAR system shall satisfy the requirements of this section.



 






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		(f)	Amendments and Other Filings. The Company agrees that on such dates as the Securities Act shall
require, the Company will file a Prospectus Supplement or other appropriate form as determined by counsel with the SEC under the applicable
paragraph of Rule 424(b) under the Securities Act, which Prospectus Supplement will set forth, within the relevant period, the
amount of Shares sold to the Investor, the net proceeds to the Company and the discount paid by the Investor with respect to such Shares.
The Company shall provide the Investor at least 24 hours to comment on a draft of each such Prospectus Supplement (and shall give due
consideration to all such comments) and shall deliver or make available to the Investor, without charge, an electronic copy of each form
of Prospectus Supplement, together with the Base Prospectus. The Company consents to the use of the Prospectus (and of any Prospectus
Supplement thereto) in accordance with the provisions of the Securities Act and with the securities or “blue sky” laws of
the jurisdictions in which the Shares may be sold by the Investor, in connection with the offering and sale of the Shares and for such
period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales of the Shares.
If during such period of time any event shall occur that in the judgment of the Company and its counsel is required to be set forth in
the Prospectus or should be set forth therein in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Securities Act or any other
applicable law or regulation, the Company shall forthwith prepare and file with the SEC an appropriate Prospectus Supplement to the Prospectus
and shall promptly furnish or make available to the Investor an electronic copy thereof. The Company shall (i) prepare and file with
the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the related prospectus
used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period.



 


		(g)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Law, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (w) make any change to its Articles of Incorporation or Bylaws, (x) qualify
to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.01(g), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Common Shares for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.



 






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Section 7.02            Listing
of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered
under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.


 


Section 7.03            Opinion
of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion
letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.


 


Section 7.04            Exchange
Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under
the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder)
to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 7.05            Transfer
Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required
by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares
(with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the
delivery of such instructions are consistent with Applicable Law.


 


Section 7.06            Corporate
Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during
the Commitment Period.


 


Section 7.07            Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and
confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or
related prospectus relating to an offering of Common Shares: (i) receipt of any request for additional information by the SEC or
any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements
to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of
any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt
of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Shares for
sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event
that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related
prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that
in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, or of the necessity to amend the Registration Statement or supplement a related prospectus to comply with the Securities
Act or any other law; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement
would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus.
The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to a Registration
Statement, during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through
(v), inclusive, a “Material Outside Event”).


 






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Section 7.08            Consolidation.
If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into,
or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance
Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received
by the Investor.


 


Section 7.09            Market
Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might
reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company under Regulation M
of the Exchange Act.


 


Section 7.10            Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of
the Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto;
(ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements
of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s
counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions
of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any
amendments or supplements thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares
for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 


Section 7.11            Current
Report. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,
directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of
its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole
discretion); it being understood that the mere notification of Investor required pursuant to Section 6.07(iv) hereof shall not
in and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary,
the Company expressly agrees that it shall publicly disclose, no later than four (4) Business Days following the date hereof, any
information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions
contemplated herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding
the Company or its Subsidiaries.


 






    - 24 -


     


    

 


Section 7.12            No
Expectation of Confidentiality/Black-out Periods. Notwithstanding any other provision of this Agreement, the Company shall not deliver
an Advance Notice during any Company black-out periods or during any other period in which the Company is, or could be deemed to be, in
possession of material non-public information. Moreover, the Company shall acknowledge and agree at the time of delivery each Advance
that it is not in possession of material, non-public information. Notwithstanding anything to the contrary set forth herein or elsewhere,
the Investor shall have no expectation or duty of confidentiality with respect to any information given by the Company or any of its Subsidiaries
to the Investor (absent a separate written agreement signed by the Investor acknowledging the receipt of such information and its agreement
to keep it confidential). The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record
date for any shareholder meeting or any corporate action, would fall during the period beginning five Trading Days prior to the date of
delivery of such Advance Notice and ending 10 Trading Days following the Closing of such Advance Notice.


 


Section 7.13            Use
of Proceeds. The Company will use the proceeds from the sale of the Common Shares hereunder for working capital and other general
corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement. Neither
the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute,
facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities
or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC,
or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs,
or (ii) in any other manner that will result in a violation of Sanctions.


 


Section 7.14            Compliance
with Laws. The Company shall comply in all material respects with all Applicable Laws.


 


Article VIII.

Conditions for Advance and Conditions to Closing


 


Section 8.01            Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the
obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice
Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects.



 






    - 25 -


     


    

 


		(b)	Registration of the Common Shares with the SEC. The Registration Statement shall be effective pursuant
to which the Company is permitted to utilize the prospectus thereunder to sell to the Investor all of the Common Shares issuable pursuant
to such Advance Notice. The Company shall have filed with the SEC all reports, notices and other documents required under the Exchange
Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.



 


		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



 


		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement.



 


		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market. The Company shall not have received any written notice threatening the continued quotation of the Common Shares
on the Principal Market.



 


		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall
have delivered all Shares relating to all prior Advances, and, unless waived by the Investor, at least 5 Trading Days shall have elapsed
from the immediately preceding Advance Date.



 






    - 26 -


     


    

 


Article IX.

Non-Disclosure of Non-Public Information


 


The Company covenants and
agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing,
any material non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the
SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure of such information the Company
identifies such information as being material non-public information and provides the Investor with the opportunity to accept or refuse
to accept such material non-public information for review. Unless specifically agreed to in writing, in no event shall the Investor have
a duty of confidentially, or be deemed to have agreed to maintain information in confidence, with respect to (i) any information
disclosed in violation of this provision or (ii) the delivery of any Advance Notices.


 


Article X.

Non Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and, subject to the provisions in Section 6.13,
the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any
shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities
which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds
and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.


 


Article XI.

Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article XII. Assignment; Termination


 


Section 12.01            Assignment.
Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 


Section 12.02            Termination.


 


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement in the aggregate amount of the Commitment Amount.



 






    - 27 -


     


    

 


		(b)	The Company may terminate this Agreement effective upon fifteen Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued,
and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any
time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in
such written consent.



 


		(c)	Nothing in this Section 12.02 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article VI shall survive termination hereunder.



 


Article XIII. Notices


 


Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or e-mail if sent
on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S.
certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications (except for Advance
Notices which shall be delivered in accordance with Exhibit A hereof) shall be:


 


	If to the Company, to:	Ideanomics Inc.
	 	
    55 Broadway, 19th Floor

    New York, NY 10006

	 	
    Telephone: 212-206-1216

    Email: apoor@ideanomics.com

	
     

    With a copy to (which shall not constitute notice or delivery of
process) to:
	
     

    Venable LLP

    1270 Avenue of the Americas

    New York, New York

    Attention: William N. Haddad, Esq.

	 	
    Telephone: (212) 307-5500

    Email: wnhaddad@venable.com

     

	 	 
	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention: Mark
    Angelo
	 	                    Portfolio Manager
	 	
    Telephone: (201) 985-8300

    



 


Either may change its information contained in
this Article XII by delivering notice to the other party as set forth herein.


 






    - 28 -


     


    

 


Article XIV. Miscellaneous


 


Section 14.01            Counterparts.
This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered
signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.


 


Section 14.02            Entire
Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their
respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the
entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the
Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 14.03            Reporting
Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the
Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 14.04            Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will
demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree
to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or
finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    - 29 -


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Standby Equity Distribution Agreement to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.


 


	 	COMPANY:
	 	IDEANOMICS, Inc.
	 	 
	 	By:	 
	 	Name: 
	 	Title: 
	 	 
	 	INVESTOR:
	 	YA II PN, LTD.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 		By:	Yorkville Advisors Global II, LLC
	 	 	Its:	General Partner
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:



 






    - 30 -


     


    

 


EXHIBIT A

ADVANCE NOTICE


 


IDEANOMICS, INC.


 


	Dated: ______________	 	Advance Notice Number: ____        




 


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares
of IDEANOMICS, INC.. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that
certain Standby Equity Distribution Agreement, dated as of March [n], 2021 (the “Agreement”),
as follows:


 


1.            The
undersigned is the duly elected ______________ of the Company.


 


2.            There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.            The
Company has performed in all material respects all covenants and agreements to be performed by the Company and has complied in all material
respects with all obligations and conditions contained in this Agreement on or prior to the Advance Notice Date, and shall continue to
perform in all material respects all covenants and agreements to be performed by the Company through the applicable Advance Date. All
conditions to the delivery of this Advance Notice are satisfied as of the date hereof. The Company is not
subject to black-out periods and the Company is not, and cannot be deemed to be, in possession of material non-public information. The
Company acknowledges and agrees that any information given by the Company to the Investor is non-material or has been disclosed publicly.
Notwithstanding the foregoing, any information given by the Company to the Investor is not subject to an expectation or duty of confidentiality
(it being understood that the Company would not be submitting any Advance Notice to the Investor if this paragraph were inaccurate in
any respect).


 


4.            The
number of Advance Shares the Company is requesting is [ ].


 


5.            The
Preliminary Purchase Price is _____________.


 


6.            The
Preliminary Proceeds are ________________.


 


7.            The
Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance).


 


8.            The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


 


9.            The
Advance Pricing Period shall be [5][2] Trading Days.


 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 


Please deliver this Advance Notice by email to:





Email: Trading@yorkvilleadvisors.com





Attention: Trading Department and Compliance Officer





Confirmation Telephone Number: (201) 985-8300.


 






    


     


    




 


	 	IDEANOMICS, INC.
	 	 
	 	By:	                   





 






    


     


    

 


 


EXHIBIT B





FORM OF SETTLEMENT DOCUMENT


 


VIA EMAIL


 


IDEANOMICS, INC.





Attn:





Email:


 


	 	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Number of Advance Shares requested in the Advance Notice	 
	2.	Minimum Acceptable Price for this Advance (if any)	 
	3.	Number of Excluded Days (if any)	 
	4.	Adjusted Advance Shares (after taking into account any adjustments pursuant to Section 2.01):	 
	5.	Market Price	 
	6.	Purchase Price (Market Price x [95%][94%]) per share	 
	7.	Number of Shares due to Investor	 
	If there were any Excluded Days then add the following (see Section 2.01(d)):
	8.	Number of Additional Shares to be issued to Investor	 
	9.	Additional amount to be paid to the Company by the Investor (Additional Shares in number 8 x Minimum Acceptable Price)	 
	10.	Total Amount to be paid to Company (Purchase Price in number 6 + Additional amount in number 8):	 
	11.	Total Shares to be issued to Investor (Shares due to Investor in number 7 + Additional Shares in number 8):	 


 


 






    


     


    

 


 


Please issue the number of Shares due to the Investor to the account
of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT
NAME:


ACCOUNT
NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact
person:


Number
and/or email:


 


 


	 	Sincerely,
	 	 
	 	YA II PN, LTD.




 


 


Approved
By IDEANOMICS, INC.:


 


 


	 	 
	Name: