Exhibit 10.4


 


December 13, 2022


 


To: TILLOU MANAGEMENT AND CONSULTING LLC (“Tillou”)


 


Tillou desires to make a $2.0 million loan (the
 “Loan”) to Ideanomics, Inc. pursuant to that certain Pledge Agreement and Promissory Note (collectively, the “Tillou
Financing Agreements”), each dated as of December 13, 2022, between Tillou and Ideanomics, Inc. (“Ideanomics”).
By virtue of that Security Agreement dated October 26, 2022 between YA PN II (“YA”) and Ideanomics, YA maintains a first priority
security interest in certain assets of Ideanomics, including, without limitation, that certain convertible note receivable (the “Inobat
Note”) between Inobat Auto, J.S.A. and Ideanomics, Inc. dated December 24, 2021, wherein Ideanomics, Inc. is the lender. As of the
date hereof, the outstanding balance on the Inobat Note was 10,000,000 EUR (ten million euros). Tillou desires to secure the Loan to the
Inobat Note on the terms more particularly set forth herein.


 


 


YA does hereby (i) consent to Tillou’s security
interest in the Inobat Note up to an aggregate of $2.4 million and (ii) agree to subordinate its security interest in the Inobat Note
(but only the Inobat Note) to Tillou’s security interest up to an aggregate of $2.4 million, subject to the other provisions set
forth herein.


 


Tillou hereby agrees that Tillou
shall have no right to take any action with respect to any assets of Ideanomics (and/or its subsidiaries and affiliates), whether by judicial
or non-judicial foreclosure, recordation or enforcement of mechanics liens, notification to account debtors, the seeking of the appointment
of a receiver for any portion of Ideanomics (and/or its subsidiaries and affiliates) assets, setoff, or otherwise other than taking action
with respect to the Inobat Note (with an aggregate recovery limit of $2.4 million), unless and until all obligations to YA have been fully
and indefeasibly paid. Moreover, Tillou hereby warrants, covenants, and represents that it will not, at any time while this agreement
is in effect, assign any of the Tillou Financing Agreements to any entity which does not agree in a writing, satisfactory in form and
substance to YA, to be bound by all of the obligations of Tillou hereunder. In the case of any such proposed assignment by Tillou, it
will notify YA at least 10 days prior to the date of any of such assignment and waives any rights it may have to claim that the enforceability
of this agreement may be affected by any subsequent modification, extension, or other change, material or otherwise, with respect to YA,
its security interests or the priority of its security interests.


 


Ideanomics and Tillou hereby
agree that no amendments, revisions or changes to the Tillou Financing Agreements shall be effective without the prior written consent
of YA, which may be made or withheld at its sole discretion.


 


This agreement will terminate on the first to
occur of (i) Tillou’s receipt of $2.4 million by Tillou with respect to the Tillou Financing Agreements; or (ii) the termination
of the Tillou Financing Agreements for any reason.


 






     


     


    

 


Executed this 13th day of December, 2022:


 


	YA PN II	 
	 	 	 
	/s/ Troy Rillo	 
	Name:	Troy Rillo	 
	Title:	Partner	 



 


	As Agreed:	 
	 	 	 
	Ideanomics, Inc.	 
	 	 
	/s/ Alf Poor	 
	Name: 	Alf Poor	 
	Title:	CEO	 



 


	Tillou Management and Consulting, LLC	 
	 	 
	/s/ Stephen Skoller	 
	Name: Stephen Skoller	 
	Title: 	Treasurer