IDEANOMICS, INC. AMENDMENT NO. 9TO CONVERTIBLE PROMISSORY NOTE
Exhibit 10.4
AMENDMENT NO. 9TO
This AMENDMENT NO. 9 TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”), effective as of June 5, 2020 (the “Effective Date”), is by and among IDEANOMICS, INC., a Nevada corporation (the “Company”), and XXXXX XXXXXXX (the “Payee”).
WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, as amended as of May 18, 2012, as of October 19, 2012, as of May 10, 2013, as of January 31, 2014, as of December 30, 2014, as of December 31, 2016 and as of November 9, 2017 in principal amount of $3,000,000.00 (the “Note”); and
WHEREAS, the Company and the Payee desire to amend the Note as provided herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. | Effective as of the Effective Date, the first sentence of Section 3(b) of the Note shall be deleted in its entirety and, in lieu thereof, the following new first sentence of Section 3(b) is inserted: |
The Principal Amount of this Note and all accrued and unpaid interest may, at Payee’s option, be converted into shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a per share conversion price equal to $0.59 (the “Optional Conversion Price”) contingent upon the immediate conversion of the Note.
2. | Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification. |
3. | This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. |
4. | This Amendment may be executed electronically via email or facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
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| By: | /s/ Xxx Xxxx |
| Name: | Xxx Xxxx |
| Title: | Chief Executive Officer |
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| | XXXXX XXXXXXX |
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| | /s/ Xxxxx XxXxxxx |
| | Xxxxx XxXxxxx |
[Signature Page to Xxxxx XxXxxxx Promissory Note Amendment]
