AGREEMENT AND PLAN OF MERGER by and among IDEANOMICS, INC., LONGBOARD MERGER CORP., VIA MOTORS INTERNATIONAL, INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Stockholders’ Representative, Dated: August 30, 2021Agreement and Plan of Merger • September 3rd, 2021 • Ideanomics, Inc. • Motor vehicles & passenger car bodies
aGREEMENT AND PLAN OF MERGER, dated as of August 30, 2021, by and among Ideanomics, Inc., a Nevada corporation (“Parent”), Longboard Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), VIA Motors International, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as Stockholders’ Representative hereunder.
VIA MOTORS INTERNATIONAL, INC. Secured CONVERTIBLE PROMISSORY NOTEIdeanomics, Inc. • September 3rd, 2021 • Motor vehicles & passenger car bodies
FOR VALUE RECEIVED, in accordance with the Merger Agreement, dated as of the date hereof, by and among Ideanomics, Inc., a Nevada corporation (the “Lender”), VIA Motors International, Inc., a Delaware corporation (the “Borrower”) and the other parties thereto (the “Merger Agreement”), the undersigned, Borrower hereby promises to pay to the above named Lender or any subsequent holder the principal sum of FORTY-TWO MILLION FIVE HUNDRED THOUSAND Dollars (US$42,500,000). Simple interest on the outstanding principal hereof shall accrue from the date hereof to the Maturity Date at the rate of four percent (4%) per annum (such principal and interest together and all other amounts due and owing hereunder, the “Obligations”). All computations of interest under this Secured Convertible Promissory Note (this “Note”) shall be made on the basis of a 365-day year and the actual days elapsed (including the first but excluding the last day) occurring in the period. Capitalized terms not otherwise defi
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 3rd, 2021 • Ideanomics, Inc. • Motor vehicles & passenger car bodies • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 30, 2021 (the “Agreement Date”) by and between VIA Motors International, Inc., a Delaware corporation (the “Company”), and Ideanomics, Inc., a Nevada corporation (“Parent”), and the undersigned stockholder of the Company (“Stockholder”). Parent, Stockholder and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
