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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On November 12, 2018, the Board of Directors (the “Board”)
of Ideanomics, Inc. (Nasdaq: IDEX) (“Ideanomics” or the “Company”) appointed two new directors to the Board:
Alex Yao, as the Chairman of the Board, and Richard Frankel, as the Executive Vice Chairman of the Board. Also on November 12,
2018, Dr. Bruno Wu resigned from his role as Co-Chief Executive Officer (“CEO”) and Chairman of the Board, and the
Board appointed Brett McGonegal, the Company’s Co-CEO, as a director and the CEO of the Company.
Dr. Bruno Wu resigned from his role as Co-CEO and Chairman of
the Board in order to lead the National Committee for China-U.S. Relations, which is a new committee developed to improve relations
between China and the U.S. and resolve disputes between the two countries. Dr. Wu has assumed the role of Special Advisor to the
Board, and will continue in his current role as Chairman and CEO of Sun Seven Stars Investment Group Limited, a private, family-held
media and investment company and majority holder of the Company (“SSS”).
Mr. Yao is and will remain the CEO of SSS’s majority controlled
fintech and digital finance arm, and is Managing Partner and Founder of Long March Capital Group, an investment management and
advisory firm focused on consumer finance, fintech, mining and infrastructure. Mr. Yao has experience in private equity investments
in energy, commodities, consumer financing and technology and has worked with numerous large state-owned enterprises and financial
institutions to successfully close several cross-border acquisitions.
Mr. Frankel has 25 years of combined experience working in
law enforcement and public service as a former Associate Director of National Intelligence and Senior Federal Bureau of
Investigation Representative to the Office of the Director of National Intelligence, and a U.S. prosecutor. He has expertise
in risk identification and mitigation strategies in business, including cyber, criminal and operational threats. From 1990 to
1995, Mr. Frankel was Assistant District Attorney, Suffolk County New York. From 1995 to 2016, he was Special Agent with the
Federal Bureau of Investigation. He was Associate Director of National Intelligence (senior FBI Detailee to ODNI) for 18
months, from 2011 to 2012. Mr. Frankel was Federal Government Senior Executive Service in the FBI, Detailee and Special Agent
In-Charge from 2011 to 2016, and he has been an Of Counsel Attorney in private practice from 2017 to present.
There is no arrangement between Mr. Yao or Mr. Frankel and any
person pursuant to which Mr. Yao or Mr. Frankel was selected as a director. Neither Mr. Yao nor Mr. Frankel is a party to any transaction
in which the Company is a participant. Mr. Yao’s cash and equity compensation arrangements as a director will be the same
as those previously reported for other non-employee directors. Mr. Frankel will receive a salary amount and potential equity compensation
that we expect will be greater than given to non-employee directors of the Company. To date, he has been a receiving salary through
Red Rock Global Capital Limited, a wholly owned subsidiary of the Company. However, his new compensation level as a Director of
the Company has not been yet determined.
Mr. McGonegal, age 45, has served as Co-CEO of the Company since
September 2018. From 2012 to 2016, Mr. McGonegal previously served as CEO of Yunfeng Financial Group Limited (formerly known as
ReOrient Group Limited), a Hong Kong-based investment bank that was partially sold to Jack Ma, Chairman of Alibaba Group Holding
Ltd., in 2015. Mr. McGonegal was Co-Head of Equity Sales and Trading at Cantor Fitzgerald Capital Markets (Hong Kong) Limited,
and he served as a Senior Managing Director at Schwab Capital Markets in the U.S. On September 10, 2018, the Company agreed to
appoint Mr. McGonegal as Co-CEO of the Company in accordance with the terms of a binding Memorandum of Understanding (the “MOU”)
entered into on September 10, 2018, as previously disclosed in the Company’s Current Report on Form 8-K filed on September
14, 2018 (the “September Form 8-K”). An employment contract with Mr. McGonegal will be finalized within 90 days from
September 10, 2018. There is no arrangement or understanding between Mr. McGonegal and any other person pursuant to which Mr. McGonegal
was selected as CEO. There is no family relationship between Mr. McGonegal and any director or officer of the Company. Mr. McGonegal
is not a party to any transaction in which the Company is a participant other than with regards to the MOU as described in Item
1.01 of the September Form 8-K.