Ideanomics, Inc. (NasdaqCM:IDEX) signed a definitive agreement to acquire Wave Inc. for $80.9 million on January 4, 2021. Pursuant to the transaction, Ideanomics will acquire Wave for cash of $15 million and stock consideration of $35 million, subject to customary purchase price adjustments set forth in the agreement. In addition to the purchase price to be paid at closing, the agreement contains three earnouts that could result in an additional payment of up to $30 million to the sellers based upon: (i) revenue and gross profit margin metrics in calendar year 2021; (ii) revenue and gross profit margin metrics in calendar year 2022 and (iii) revenue and gross profit margin metrics for 2021 and 2022 collectively. Under the terms of the agreement, $5 million of the cash consideration portion of the purchase price shall be placed in an indemnity escrow to satisfy future indemnification obligations of the parties (if any). The agreement also provides that $10 million of the share consideration shall be held back at closing, to be released upon the receipt of certain consents to the transaction not obtained prior to closing. If any such consent is not obtained within six months following the closing date, the portion of the $10 million allocated to such consent in the agreement will not be issued to the sellers. Ideanomics has also agreed to a performance and retention plan for the benefit of certain Wave’s employees which could result in up to $10 million paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for 2021 and 2022. The agreement is subject to customary closing conditions, including, among other things, that certain employees of Wave Inc. entering into non-competition and solicitation agreements, and that Ideanomics agreeing to fund $25 million in growth capital to Wave Inc. over the course of the two years following closing. In addition, the transaction closing is also subjected to execution of escrow agreement, receipt of regulatory and third party approvals and resignation by each of the officers and directors of Wave. The acquisition has been approved by Board of Directors of Wave and Ideanomics. Roth Capital Partners acted as financial advisor to Wave. William N. Haddad of Venable LLP acted as the legal advisor to Ideanomics. Ideanomics, Inc. (NasdaqCM:IDEX) completed the acquisition of Wave Inc. on January 15, 2021. Ideanomics issued 12.6 million shares to wave.