Ideanomics (IDEXQ) 10-K 2017 FY Annual report

Exhibit 10.52

SEVEN STARS CLOUD GROUP, INC.

AMENDMENT NO. 1 TO

CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (the “Amendments”), effective as of December 31, 2017 (the “Effective Date”), is by and among Seven Stars Cloud Group, Inc., a Nevada corporation (the “Company”) and BT Capital Global Limited, a British Virgin Islands company (“Purchaser”):

WHEREAS, the Company and Purchaser are parties to that certain Convertible Promissory Note of the Company, dated as of January 30, 2017, in principal amount of Fifty Million Dollars ($50,000,000) (the “Note”); and

WHEREAS, the Company and Purchaser 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,Section 1.1 of the Note shall be deleted in its entirety and, in lieu thereof, the following newSection 1.1 is inserted:

“Maturity Date. The Principal and any other amounts payable to Purchaser hereunder, shall be due and payable to Purchaser on December 31, 2018 (the “Maturity Date”).”

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; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

SEVEN STARS CLOUD GROUP, INC.
By:	/s/ Bruno Wu
Name: Bruno Wu
Title: Chief Executive Officer
BT CAPITAL GLOBAL LIMITED
By:	/s/ Yang Siyi
Name: Yang Siyi
Title: Director

[Signature Page – Amendment No. 1 to Convertible Promissory Note]