Termination Agreement, dated February 12, 2019 by and between the Company and Evangelos Kalimtgis

Exhibit 10.12

GENERAL RELEASE AND COVENANT NOT TO SUE

This General Release and Covenant Not To Sue (the “Agreement”) is entered into by Evan Kalimtgis (“Kalimtgis”) and Ideanomics, Inc. (formerly known as Seven Stars Cloud Group, Inc.) (the “Company”). Kalimtgis and the Company hereby agree that Kalimtgis’s last day of employment with the Company was February 12, 2019 (the “Separation Date”).

Kalimtgis and the Company further hereby agree as follows:

(a)       In consideration of the benefits described above in Section 1, Kalimtgis agrees that, to the extent such release and discharge are permitted by law, he and his heirs, legal representatives and assigns hereby knowingly and voluntarily waive, release and forever discharge, and will not file or cause to be filed against the Company, or any of its current of former directors, officers, owners, employees, agents, affiliates, assigns, predecessors and successors (collectively referred to in this paragraph and Paragraphs 4(a) and 6 hereof as the “Company Releasees”) any claim, lawsuit, complaint or charge, whether known or unknown, asserted or unasserted, suspected or unsuspected, that Kalimtgis may have as a result of any incident, act, event or omission, whether or not related to his employment or separation from employment with the Company, that has occurred at any time from the beginning of the world up to and including the date of his signing of this Agreement. Kalimtgis agrees that among the rights he knowingly and voluntarily waives and releases, to the extent such waiver, release and discharge are permitted by law, are his right to bring any complaints or charges against the Company arising on or before the date of his signing of this Agreement, under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (including the amendments of the Older Workers Benefit Protection Act of 1990), the Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the New York State Human Rights Law, the New York City Human Rights Law, and any federal, state or local law dealing with discrimination on any basis, including but not limited to sex, age, race, national origin, sexual orientation, veteran status, marital status, religion, and physical and/or mental disability. Kalimtgis also agrees that he is waiving and releasing all rights to bring any claims, lawsuits, complaints or charges against the Company Releasees alleging unpaid wages, unpaid commissions, unpaid bonuses, accrued vacation pay, breach of contract, breach of the implied covenant of good faith and fair dealing, wrongful termination, violation of public policy, failure to accommodate, misrepresentation, defamation, infliction of emotional distress or any other possible claim arising or related to any incident, act, event or omission that has occurred at any time on or before the date of Kalimtgis’s signing of this Agreement. Nothing herein shall prohibit or prevent Kalimtgis from filing any complaint, claim or charge with any federal, state or local government agency or administrative agency, provided, however, that Kalimtgis does not seek, accept or receive any monetary damages or payments arising from or related to any such complaint, claim or charge.

(b)       In consideration of the benefits described above in Section 1, the Company agrees that, to the extent such release and discharge are permitted by law, it and any of its current of former directors, officers, owners, employees, agents, affiliates, assigns, predecessors and successors (collectively referred to in this paragraph and Paragraph 4(b) as the “Company Releasors”) hereby knowingly and voluntarily waive, release and forever discharge, and will not file or cause to be filed against Kalimtgis, any claim, lawsuit, complaint or charge, whether known or unknown, asserted or unasserted, suspected or unsuspected, that the Company may have as a result of any incident, act, event or omission, whether or not related to Kalimtgis's employment or separation from employment with the Company, that has occurred at any time from the beginning of the world up to and including the date of his signing of this Agreement.

a)       Except to enforce the Agreement, Kalimtgis hereby promises never to file or make, or permit to be filed or made on his behalf, a lawsuit, charge, complaint, or other claim asserting any claim or demand against the Company Releasees which is within the scope of the claims released in Paragraph 3 above. This Agreement may and shall be pleaded by the Company Releasees as a full and complete defense to, and may be used as a basis for the immediate dismissal of or an injunction against any action, suit or other proceeding which may be instituted, prosecuted or maintained in breach thereof. If Kalimtgis files or makes, or permits to be filed or made on his behalf, a lawsuit, arbitration, charge, complaint, or other claim asserting any claim or demand against the Company Releasees which is within the scope of the General Release set forth above in Section 3, whether or not Kalimtgis’s claim(s) is/are otherwise valid, in addition to any other rights and remedies that may be available, such claim shall immediately be dismissed with prejudice, the provisions of this Agreement shall remain in full force and effect, and Kalimtgis shall be liable to the Company for all costs, expenses, and attorneys’ fees incurred in defending against such lawsuit, arbitration, charge, complaint, or other claim. While this Agreement does not prohibit the Equal Opportunity Employment Commission (“EEOC”) or any other federal or state agency from investigating any complaint or instituting any action against the Company, Kalimtgis expressly agrees that he will not seek, receive or accept any monetary damages arising from or related to any such investigation or action. In the event that Kalimtgis believes he is compelled by lawful authority or by force of law or is requested to testify or otherwise participate in any action or proceeding against the Company, he agrees to provide the Company with notice of the matter as promptly as possible under the circumstances.

b)       Except to enforce the Agreement, the Company hereby promises never to file or make, or permit to be filed or made on his behalf, a lawsuit, charge, complaint, or other claim asserting any claim or demand against the Company Releasors which is within the scope of the claims released in Paragraph 3 above. This Agreement may and shall be pleaded by the Company Releasors as a full and complete defense to, and may be used as a basis for the immediate dismissal of or an injunction against any action, suit or other proceeding which may be instituted, prosecuted or maintained in breach thereof. If Kalimtgis files or makes, or permits to be filed or made on his behalf, a lawsuit, arbitration, charge, complaint, or other claim asserting any claim or demand against the Company Releasors which is within the scope of the General Release set forth above in Section 3, whether or not Kalimtgis’s claim(s) is/are otherwise valid, in addition to any other rights and remedies that may be available, such claim shall immediately be dismissed with prejudice, the provisions of this Agreement shall remain in full force and effect, and Kalimtgis shall be liable to the Company for all costs, expenses, and attorneys’ fees incurred in defending against such lawsuit, arbitration, charge, complaint, or other claim.

equitable proceedings, the parties consent to be subject to the jurisdiction of the state and federal courts located in New York, New York.

If to the Company:

Robert C. Angelillo, Esq.

Arkin Solbakken LLP

750 Lexington Avenue, 25^th Floor

New York, NY 10022

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If to Kalimtgis:

Jonathan Sack, Esq.

Sack & Sack, LLP

70 East 55th Street, 10th Floor

New York, NY 10022

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WHEREFORE, intending to be bound by the provisions of the foregoing General Release and Covenant Not To Sue, the parties hereby enter into this Agreement by signing below: