EX-10.2 3 tm2226475d1_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

AMENDMENT NO.7 TO SECURED CONVERTIBLE PROMISSORY NOTE

 

This Amendment No. 7 to the Secured Convertible Promissory Note (the “Amendment”), is made as of September 16, 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 and September 12, 2022 (“Note”) to Ideanomics Inc., (“Lender”) promising to repay the loan amount of $57,418,111.00 advanced by the Lender.

 

WHEREAS, the Borrower and the Lender wish to amend the interest accrual date for one funding tranche.

 

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.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, (iv) US$ 1,600,000 shall accrue from August 15, 2022; (v) US$ 924,000 shall accrue from September 7, 2022; and (vi) US$ 1,076,000 shall accrue from September 16, 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.

 

3.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 follows]

 

 

 

 

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: /s/ Alan Perriton
  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. 7 to the Convertible Note]