Exhibit 10.1


 


AMENDMENT NO. 12 TO SECURED CONVERTIBLE PROMISSORY NOTE


 


This Amendment No.
12 to the Secured Convertible Promissory Note (the “Amendment”), is made as of December 19, 2022 by VIA Motors International,
Inc., (the “Borrower”). Capitalized terms used but not defined herein shall have the respective meanings given to them
in the Note (defined below).


 


WHEREAS, the Borrower issued a certain
Secured Convertible Promissory Note dated August 30, 2021, as amended on May 20, 2022, June 17, 2022, July 12, 2022, August 15, 2022,
September 7, 2022, September 12, 2022, September 16, 2022, September 28, 2022, October 27, 2022, November 2, 2022 and December 6, 2022
(“Note”) to Ideanomics Inc., (“Lender”) promising to repay the loan amount of $61,218,111.00 advanced
by the Lender.


 


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


 


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


 


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


 


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



 


		a.	the principal sum payable under the Note shall be SIXTY-TWO MILLION TWO HUNDRED AND EIGHTEEN THOUSAND ONE HUNDRED AND ELEVEN Dollars
(US$62,218,111.00).



 


		b.	Simple interest on (i) US$42,500,000 shall accrue from August 30, 2021; (ii) US$ 2,318,111 shall accrue
from May 20, 2022; (iii) US$ 3,200,000 shall accrue from June 17, 2022; (iv) US$ 5,800,000 shall accrue from July 12, 2022; (v) US$ 1,600,000
shall accrue from August 15, 2022; (vi) US$ 924,000 shall accrue from September 7, 2022; (vii) US$ 1,076,000 shall accrue from September
16, 2022; (viii) US$ 1,000,000
shall accrue from September 28, 2022; (ix) US$ 400,000 shall accrue from October 14, 2022; (x) US$ 400,000 shall accrue from October
21, 2022; (xi) US$ 600,000 shall accrue from November 2, 2022; (xii) US $400,000 shall accrue from November 10, 2022; (xiii) US
$500,000 shall accrue from November 16, 2022; (xiv) US $500,000 shall accrue from November 23, 2022; and (xv) US $1,000,000 shall
accrue from December 14, 2022, in each case, till the Maturity Date at the rate of four percent (4%) per annum (such principal and
interest together and all other amounts due and owing under the Note, the “Obligations”).



 


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



 


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


 


[Signature Page to Amendment No. 12 to the Convertible Note]


 






     


     


    

 


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


 


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




 


 


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




 


[Signature Page to Amendment No. 12 to the Convertible Note]