Exhibit 10.5


 


 


 


September 5, 2019


 


VIA EMAIL


 


Conor_McCarthy@yahoo.com


 


Offer of Employment


 


Dear Mr. McCarthy:


 


Ideanomics, Inc. (Nasdaq:IDEX) (the “Company”)
is pleased to make this offer of employment to you as Chief Financial Officer (“CFO”). If you accept the offer contained
in this agreement (“Employment Agreement”, or “Agreement”), your employment will be effective to a mutually
agreeable start date no later than September 23, 2019 (the “Effective Date”) and subject to the terms and conditions
set forth below.


 


1.       Job Duties


 


As CFO, you will report to the CEO and Board of Directors of
the Company (“BOD”). Your primary job duties will include providing leadership, direction and management of the finance
and accounting team, providing strategic recommendations to the CEO and members of the company’s BOD and executive management
team, managing the processes for financial forecasting and budgets, and overseeing the preparation of all financial reporting,
advising on long-term business and financial planning including taxation matters, establishing and developing relations with senior
management and investors and external partners and stakeholders, reviewing all formal finance and HR activities, as well as the
IT procedures related to financial operations. In light of your anticipated job duties, compensation, exercise of discretion, and
advanced knowledge required of your position, you will be exempt from federal and state overtime wage requirements. The principal
place of your employment will be the Company’s offices in New York, NY. However, you will be required to travel to other
locations in connection with the performance of your job duties.


 


2.       Compensation


 


Base Salary. The Company shall pay
you an initial Base Salary of two hundred and fifty thousand dollars annually ($250,000), less all required withholdings and deductions,
payable in accordance with the Company’s regular payroll policies (the “Base Salary”). The Base Salary shall
be subject to review at the time of each term renewal, depending upon your job performance and that of the Company.


 


Cash Performance Incentive. In addition
to the Base Salary, you shall be eligible to receive performance-related cash incentives based on the company’s performance
objectives agreed by the Compensation Committee of the Company from time to time. The performance objectives for 2020 will be set
no later than 60 days for prior to the end of the calendar year. The Company anticipates that any annual-based performance bonuses,
if issued, shall be paid within sixty (60) days from the end of the bonus year, and in no event later than March 15 of the year
following the bonus year. All performance bonuses paid pursuant to this paragraph shall be less all required withholdings and deductions.
Any cash performance incentives for 2019 shall be at the discretion of the company, based on the company’s financial performance.


 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


Equity Compensation. You will receive
initial Company stock options in our Nasdaq listed equity for up to one million five hundred thousand shares (1,500,000), depending
on your continued functioning in the position of CFO on the following schedule:


 


		a)	Stock grant shall contain a cliff through December 31, 2019 and begin vesting as of January 1, 2020
		b)	Stock options on 750,000 shares, 1/12th of the that amount vesting monthly for each of the succeeding 12 months
from the date of vesting
		c)	Stock options on 750,000 shares 1/12th of the that amount vesting monthly for the 12 months succeeding the previous
award



 


The option price shall be based on the price set on in closing
of IDEX stock as of the date of the board’s approval for this grant, or a price of $1.97, based on whichever is higher. Electronic
Certificates for each of the components of vested stock will be provided to you at the end of each of period indicated above.


 


3.       Term of Employment


 


This offer of employment is through December
31, 2019, beginning from the date mutually agreed between yourself and the Company (the “Term”), and will renew for
subsequent (1) year periods subject to the termination rights below. The Company promises to employ you during the Term, subject
to its rights to terminate this Agreement at an earlier date as set forth herein. You, in turn, promise to devote your full business
time and efforts to the performance of your job duties during the Term, subject to your rights to terminate this Agreement at an
earlier date as set forth herein. The Term and the terms of this Agreement shall automatically continue unless you and the Company
agree otherwise in a written document (excluding e-mail) signed by both parties.


 


4.       Termination of
this Agreement


 


Either you or the Company may terminate
this Agreement at any time. In the event that the Company terminates this Agreement without “Cause,” it shall pay to
you (i) your then-Base Salary through the remainder of the Term, or renewal Term, as the case may be, plus the sum of your prior
year’s performance bonuses divided by twelve (12) and multiplied by the months completed on the Term; (ii) the estimated
cost of you continuing your health insurance benefits pursuant to COBRA, if eligible, for a period of twelve (12) months following
your termination of employment. Whether and to the extent you are granted any deferred compensation or unvested equity that would
vest during the initial Term but-for your termination without “Cause,” all such awards shall immediately accelerate
and vest and be payable to you upon your termination without “Cause.” Any Base Salary payments owed to you because
of a termination of employment without “Cause” shall be paid to you in accordance with the Company’s regular
payroll practices. In the event that you terminate this Agreement before the end of the Term or the Company terminates this Agreement
with “Cause,” the only monetary compensation to which you shall be entitled from the Company shall be the Base Salary
for your work performed through the date of termination of this Agreement.


 


For purposes of this Agreement, the
Company shall have “Cause” to terminate this Agreement if, in the Company’s reasonable discretion: (a) you
willfully fail to comply with a reasonable directive of the BOD and fail to cure such willful non-compliance within thirty
(30) days of the Company’s notice of your willful non-compliance, provided such willful non-compliance is curable; (b)
you are convicted of, or plead guilty or nolo contendre to, a felony or any crime involving fraud or dishonesty or
which has an adverse effect upon the Company’s reputation or business; (c) you engage in any act of fraud, dishonesty,
or embezzlement; or (d) the Company determines in its reasonable discretion that you violated a securities law or related
regulation; or (e) you materially breach this Agreement and fail to cure such material breach within thirty (30) days of the
Company’s notice of such breach, provided such breach is curable.



 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


In the event you terminate this Agreement
before the end of the Term, you promise to give the Company at least sixty (60) days’ notice of your decision. In exchange,
the Company shall continue to pay you your Base Salary during the sixty (60) day notice period. However, you understand and agree
that the Company shall have the right to unilaterally reduce or waive any portion of the sixty (60) day notice period and accelerate
your final date of employment following notice of your decision to terminate this Agreement. You have the right to terminate this
Agreement for good cause which includes if the company materially diminishes your title, duties, responsibilities, or authority,
if the company materially breaches this Agreement. You further acknowledge and agree that your failure to comply with the sixty
(60) day notice period shall constitute a material breach of this Agreement in light of your substantial responsibilities for the
Company.


 


5.       Benefits


 


You shall be eligible for such employee
benefits that the Company provides to its senior executives, subject to any waiting time periods or other limitations set forth
in the policy or plan document governing each benefit. You will receive additional information regarding some of these employee
benefits in the mail. These employee benefits include:


 


	 	·	Paid national holidays
	 	·	15 days paid vacation
	 	·	Paid sick leave according to state requirements
	 	·	Group health insurance
	 	·	Paid family leave according to state requirements




 


Per Company policy, advance authorization
is required for all employees’ use of paid vacation time. Accordingly, you must notify the Company in advance of your intent
to use paid vacation time. Generally, the Company will not approve any employee request for more than two (2) consecutive weeks
of paid vacation. There will be no payment for unused paid vacation upon the end of your employment with the Company, and paid
vacation may not be carried over into a new calendar year without the approval of the BOD.


 


6.       Confidential
Information


 


Except as authorized or directed by the
Company in connection with the performance of your duties and obligations, or as provided below, you will not, at any time either
during your employment or after your employment ends for any reason, directly or indirectly, disclose, use, or make available to
any other person or entity any Confidential Information that has come into your possession, custody, or control in the course of
your employment with the Company, and you will not use any such Confidential Information for your own personal use or advantage
or the use or advantage of any person or entity other than the Company, or make any such Confidential Information available to
others.


 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 





For purposes of
this confidentiality obligation, “Confidential Information” means all confidential information, proprietary
information, trade secrets, or other information (whether oral or written) regarding the business or affairs of the Company,
the Company’s affiliates, or any of the Company’s clients or business partners, including, without limitation,
information as to any of the Company’s products; services; systems; designs; inventions; finances (including prices,
costs, and revenues); marketing plans; sales; sales strategies; prospects; pricing; pricing strategies; investments;
investment strategies and methodologies; portfolio management strategies; programs; methods of operation; prospective and
existing contracts; customer lists and other business arrangements, business plans, procedures, and strategies; costs;
profits; databases; personnel (including but not limited to personal information about employees, members, partners, and
agents of the Company and its affiliates); operational methods; financial models; potential transactions; pending
negotiations; computer programs; algorithms; pending patent applications; systems; contractual negotiations; terms of
agreements; client lists; customer lists; investor lists; lists of potential clients, customers, and/or investors; financial
results; business developments; internal controls; and security procedures. Confidential Information also includes the
performance track record of all investments and other transactions in which the Company participates during your employment,
which is the sole and exclusive property of the Company. Confidential Information does not include: (a) information that has
been lawfully and without breach of obligation made available to the general public without restriction; (b)
information that, by way of documentary evidence, you can demonstrate was previously known to you prior to your affiliation
with the Company; or (c) information for which you receive express written authorization from the Company to possess after
your employment with the Company ends. The foregoing is not an exhaustive list, and Confidential Information also may
include, without limitation, any other information, documents or materials that may be identified as confidential or
proprietary, or which would otherwise appear to a reasonable person, in the context in which the information, documents or
materials are received, provided or learned, to be confidential. This letter will also be treated as Confidential
Information; provided you may keep a personal copy of this letter, and may disclose the contents of this letter to a
personal attorney, financial advisor or tax accountant, or, solely with respect to restrictive covenants, a prospective
employer.


 


Notwithstanding anything herein to the contrary,
nothing in this letter, or any other agreement or policy of the Company will prevent you from sharing any Confidential Information
or other information with regulators or appropriate governmental agencies, including but not limited to governing taxing authorities,
whether in response to a subpoena or otherwise, without notice to the Company, or responding to any other lawful subpoena or legal
process, provided in such case, unless otherwise prohibited by law or court order or decree, you provide the Company with reasonable
notice of such subpoena or legal process. You hereby are notified that the immunity provisions in Section 1833 of title 18 of the
United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret
law for any disclosure of a trade secret that is made (a) in confidence to federal, state or local government officials, either
directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of
the law, (b) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (c) to your attorney in connection
with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings
for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed
except pursuant to court order.


 


Upon termination of your employment with
the Company for any reason, you promise to deliver to the Company all property, proprietary materials, Confidential Information,
documents, and computer media in any form (and all copies thereof) relating or belonging to the Company or any Company affiliate,
including the Company’s clients or business partners, that is in your possession.


 


7.       Non-Competition
Promise


 


In consideration for the offer of
employment described within this letter, you promise not to, directly or indirectly, on behalf of yourself or any other
person or entity, engage in “Competitive Activities” during the “Restricted Period.” For purposes of
this non-competition obligation, “Competitive Activities” means any activity (whether or not for compensation and
whether as an owner, employee, contractor, agent, or in any other capacity) engaged in or related to blockchain-based global
financial technology and financial asset digitization services in any State within the United States, Hong Kong, or other
geographic region in which the Company conducted business at any time during your employment. For purposes of this
non-competition obligation, “Restricted Period” means any period for which you receive the Base Salary pursuant
to this Agreement and two (2) months after your employment at the Company ends for any reason.



 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


The Company may elect to waive or shorten
this non-competition obligation, but you acknowledge that such waiver or shortening of this non-competition obligation must be
set forth in a signed writing (excluding e-mail) executed by a duly authorized Company officer. Notwithstanding anything to the
contrary, (a) your ownership or investment of any entity that is engaged in Competitive Activities shall not constitute a breach
of this non-competition obligation, provided such ownership or investment is limited to five percent (5%) or less of such entity’s
outstanding shares, and (b) you shall not be precluded from devoting reasonable periods of time to charitable and community activities,
managing your personal investments and serving on boards of businesses not in competition with the Company.


 


8.       Non-Solicitation
Promises


 


In further consideration for the offer of
employment described within this letter, you promise not to, directly or indirectly, on behalf of yourself or any other person
or entity, during your employment and for a period of six (6) consecutive months immediately following the termination of your
employment for any reason, solicit any actual or potential client, investor, or business partner of the Company for the purpose
of performing any services that the Company also performed during your employment with the Company. For purposes of the non-solicitation
obligation described within this paragraph, a potential client, investor, or business partner of the Company shall mean any person
or entity that the Company solicited for business during your final two (2) years of employment with the Company, unless you had
a preexisting business relationship prior to joining the Company.


 


In further consideration for the offer of
employment described within this letter, you promise not to, directly or indirectly, on behalf of yourself or any other person
or entity, during your employment and for a period of twelve (12) months following the termination of your employment for any reason,
solicit any employee, officer, contractor, or other agent of the Company to terminate his or her business relationship with the
Company; provided that this non-solicitation obligation shall not apply to any employee, officer, contractor, or other agent of
the Company who did not have a business relationship with the Company at any time during your final six (6) months of employment
with the Company, unless you had a preexisting business relationship with such person or introduced such person for hire by the
Company.


 


9.       Non-Disparagement


 


You agree not to disparage the Company,
its officers and owners, or its clients and business partners in any way during or after your employment with the Company. This
non-disparagement obligation prohibits you from making any statement that would or is reasonably likely to defame, criticize, malign,
or in any way be materially and financially harmful to the business reputation of the foregoing entities or individuals. Notwithstanding
the foregoing, nothing herein shall prohibit you from testifying or responding in good faith to any subpoena or other legal process,
provided that you provide reasonable advance notice to the Company of your receipt of such subpoena or other legal process.


 


10.     Reasonableness
of Promises; Injunctive Relief


 


You acknowledge
and agree that the promises set forth in Sections 6, 7, 8, and 9 of this letter are reasonable and narrowly tailored to
protect the Company’s legitimate business interests, including the Company’s interests in protecting the
competitive advantage it derives from its Confidential Information and customer good will. Accordingly, in the event you
breach or threaten to breach one or more of the promises in Sections 6, 7, 8, or 9 of this Agreement, you acknowledge and
agree that the Company shall be entitled to injunctive relief from a court of competent jurisdiction enjoining such actual or
threatened breach, in addition to any other remedy available at law or equity. You further acknowledge that the promises in
Sections 6, 7, 8, and 9 of this letter shall survive termination of your employment relationship. You further agree that in
the event of a legal action to enforce this Agreement, the prevailing party shall be entitled to reimbursement by the
non-prevailing party for its costs associated with such legal action, including the prevailing party’s reasonable
attorneys’ fees.



 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


11.     Inventions


 


You agree that any and all improvements,
inventions, discoveries, developments, creations, processes, methods, designs, and works of authorship, and any documents, things,
or information relating thereto, whether patentable or not, within the scope of or pertinent to your primary job duties (as described
in Section 1 above) or your other performance of work for the Company, which you may conceive, make, author, create, invent, develop,
or reduce to practice, or which you previously have conceived, made, authored, created, invented, developed, or reduced to practice,
in whole or in part, during your employment with the Company, whether alone or with others, whether during or outside of normal
working hours, whether inside or outside of the Company’s offices, and whether with or without the use of the Company’s
computers, systems, materials, equipment, or other property, will be and remain the sole and exclusive property of the Company
(the foregoing, individually and collectively, “Work Product”). To the maximum extent allowable by law, any Work Product
subject to copyright protection will be considered “works made for hire” for the Company under U.S. copyright law.
To the extent that any Work Product that is subject to copyright protection is not considered a work made for hire, or to the extent
that you otherwise have or retain any ownership or other rights in any Work Product (or any intellectual property rights therein),
you hereby assign and transfer to the Company all such rights in the Work Product, including but not limited to the intellectual
property rights therein, effective automatically as and when such Work Product is conceived, made, authored, created, invented,
developed, or reduced to practice. The Company will have the full right to use, assign, license, and/or transfer all rights in,
with, to, or relating to Work Product (and all intellectual property rights therein). You will, whenever requested to do so by
the Company (whether during your employment or thereafter), at the Company’s expense, execute any and all applications, assignments,
and/or other instruments, and do all other things (including giving testimony in any legal proceeding) which the Company may deem
necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend patent, trademark, copyright, or similar
registrations of the United States or any other country for any Work Product, (b) assign, transfer, convey, or otherwise make available
to the Company any right, title, or interest which you might otherwise have in any Work Product, and/or (c) confirm the Company’s
right, title, and interest in any Work Product. You will promptly communicate, disclose, and, upon request, report upon and deliver
all Work Product to the Company, and will not use or permit any Work Product to be used for any purpose other than on behalf of
the Company, whether during your employment or thereafter.


 


12.     Business Related Expense Reimbursements


 


You may occasionally incur business
related expenses in the course of your job duties. Your permitted business expenses include: (a) your travel expenses related
to the performance of your job duties; and (b) reasonable expenses related to the entertainment of clients or other potential
business partners of the Company. However, you understand that all business expenses are subject to review, and the Company
reserves the right to deny a business expense reimbursement request in the event it reasonably determines that the expense
was not related to your job duties. The Company will reimburse you for an appropriate business-related expense, provided you
submit proof of payment and details concerning the expense in a timely manner, and in no event later than sixty (60) days
after the expense was incurred. Violation of this policy may result in the denial of an expense reimbursement request. In the
event you intentionally submit a false expense reimbursement request, you shall be subject to disciplinary action, up to and
including immediate termination of employment for “Cause.” Duly submitted reimbursement requests are typically
processed within thirty (30) days of submission.



 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


13.     No Conflicts


 


By signing below, you represent to the Company
that you are not presently subject to any obligation that would otherwise prohibit you from performing the above-referenced job
duties for the Company, such as a non-competition promise or other restrictive covenant. You further represent to the Company that
you are not in possession of any confidential or proprietary information belonging to any entity or person that directly or indirectly
competes with the Company.


 


14.     Dispute Resolution


 


Should any dispute arise between you and
the Company or any Company affiliate regarding any aspect of your employment relationship, you and the Company or the Company affiliate
will confer in good faith to promptly resolve such dispute. In the event that you and the Company or the Company affiliate are
unable to resolve the dispute, and should either party to the dispute desire to pursue a claim against the other party, both you
and the Company or the Company affiliate agree to have the dispute resolved by final and binding Arbitration held in New York County,
New York. The Arbitration shall be conducted by JAMS or the American Arbitration Association and provided by an impartial third-party
Arbitration provider in accordance with the employment dispute rules then in effect. All previously unasserted claims arising under
federal, state, or local statutory or common law and all disputes relating to the validity of this contract, as well as this Arbitration
provision, shall be decided by binding and final arbitration. Any award of the Arbitrator(s), is final and binding, and may be
entered as a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to reimbursement of his/its
related costs, including reasonable attorneys’ fees, from the non-prevailing party. Notwithstanding the foregoing, nothing
in this letter shall prohibit either party from applying to a court of competent jurisdiction (instead of an arbitrator) for injunctive
relief to enjoin an actual or threatened breach of each other’s obligations set forth in this letter.


 


15.     Severability


 


You acknowledge and agree that in the event
any court or arbitrator of competent jurisdiction determines that one or more of the provisions of this letter is unenforceable,
such court or arbitrator shall be entitled to equitably reform such unenforceable provision so that the provision is given its
maximum affect permitted under applicable law. Each provision of this letter is severable from other provisions hereof, and if
one or more provisions are declared invalid, the remaining provisions shall nevertheless remain in full force and effect.


 


16.     Prior Agreements


 


You acknowledge and agree that this document
replaces and supersedes any previous offer of employment to you by the Company (whether oral or in writing), and sets forth the
parties’ entire understanding regarding the subject matter described herein. By signing below, you are not relying upon any
representation or promise that is not explicitly set forth within this letter.


 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq


 






     


     


    

 


17.     Governing Law


 



You agree that this letter and your employment
with the Company shall be governed by the laws of the State of New York. Any legal proceeding arising from dispute related to your
employment with the Company must be commenced within New York County, New York.


 


18.     Miscellaneous


 


You acknowledge that this letter is the
product of arms-length negotiations between you and the Company and, therefore, neither you nor the Company will be considered
the drafter of this letter. This letter may be executed in one or more counterparts, each of which shall constitute an original.
Original signatures shall not be required.


 


If these terms are agreeable to you, please
sign and date this letter and return it to Alfred Poor, Chief Executive Officer of Ideanomics.


 


	Sincerely,	 
	 	 
	/s/ Alfred P. Poor	 
	 	 
	Alfred P. Poor	 
	Chief Executive Officer	 


 


 


I understand that this offer of employment is contingent upon
proof of my employment eligibility in the United States.


 


	Accepted and Agreed:	 
	 	 
		 
	[Insert Name]	 
	 	 
	9-9-2019	 
	Date	 


 


55 Broadway, 19th Floor New York,
NY 10006 | www.ideanomics.com | @ideanomicshq