The purchase price under the APA was structured as a formula rather than a single stated dollar figure, comprising: (i) the assumption of certain liabilities of the Sellers, including cash payment of cure costs for assumed contracts; (ii) the amount required to pay and satisfy in cash any encumbrances senior to Purchaser's liens on the purchased assets; (iii) the amount required to pay in cash the "Advisor Success Fee," defined in the APA as the success fee and accrued expenses payable to SSG Advisors, LLC under an engagement agreement dated November 7, 2024 among Ideanomics, Wireless Advanced Vehicle Electrification LLC, Via Motors and SSG, as allowed by the Bankruptcy Court; and (iv) a credit bid of the "Credit Bid Amount," defined as the total aggregate amount outstanding of the DIP obligations and secured prepetition obligations owed to Tillou. No aggregate dollar value for the purchase price is disclosed in the filings reviewed. The APA states it does not impose any post-closing indemnification obligations on either the Sellers or the Purchaser, and both parties represented there was no broker, finder or financial advisor owed a fee other than as disclosed (i.e., SSG Advisors on the Sellers' side).

In connection with the Chapter 11 filing, the Debtors also entered into a Senior Secured Superpriority Debtor-in-Possession Loan Agreement dated December 4, 2024 with Tillou Management and Consulting LLC as DIP Lender. Tillou was already the holder of Ideanomics' secured debentures (originally sold to YA II PN, Ltd. under an October 25, 2022 purchase agreement and assigned to Tillou on October 29, 2024) and of an amended and restated promissory note dated November 5, 2024. The DIP Credit Agreement provided a new money multiple-draw term loan facility of up to $11,619,000 (of which $6,957,000 was available on an interim basis and the balance upon a final order), bearing interest at 12 percent, alongside a provision converting up to $18,872,350.64 of Tillou's pre-existing claims into DIP loans on a cashless, dollar-for-dollar basis. The DIP facility carried a maturity date that was the earliest of August 5, 2025; consummation of an asset sale with Bankruptcy Court authorization to pay proceeds to the DIP Lender; 45 days after the petition date if a Final DIP Order had not been entered; dismissal or conversion of the Chapter 11 cases; the effective date of a plan of reorganization; or acceleration by the DIP Lender following an event of default.

The Bankruptcy Court entered an order on February 26, 2025 authorizing the sale under Section 363 of the Bankruptcy Code. The Sellers consummated the transactions contemplated by the APA on March 7, 2025, completing the disposition of substantially all of the Debtors' assets to Tillou. Proceeds from the sale were used in part to repay the Sellers' obligations under the DIP Credit Agreement, after which that agreement was deemed terminated and its obligations fully satisfied (other than as stated in the sale order). The company disclosed that it expects no proceeds from the sale to be distributed to Ideanomics shareholders. Effective upon closing, Shane McMahon resigned as a Director and Executive Chairman, and the company terminated the employment of CFO Ryan Jenkins; Ideanomics' remaining wind-down operations are managed under a transition services agreement with Tillou and overseen by CEO Alfred P. Poor. Ideanomics stated it was unable to prepare pro forma financial information for the transaction without unreasonable effort or expense, so none was filed.

The notices clause of the APA identifies each side's outside counsel: notices to the Sellers were to be copied to Foley & Lardner LLP (Attention: John Simon and Mark Plichta, Detroit, Michigan), and notices to the Purchaser, Tillou Management and Consulting LLC, were to be sent care of and copied to Faegre Drinker Biddle & Reath LLP (Attention: Frank Velocci, Bryan Bloom and Michael Pompeo, Florham Park, New Jersey). The Sellers' financial advisor was SSG Advisors, LLC, under a November 7, 2024 engagement letter, entitled to a success fee payable in cash as part of the purchase price consideration, subject to Bankruptcy Court allowance.

The APA was terminable under a number of conditions, including by mutual consent; by either party if closing had not occurred by February 28, 2025; by Purchaser if the Bankruptcy Court did not enter required orders or meet case milestones by specified dates, if a Seller sought dismissal or conversion to Chapter 7, if a trustee or expanded-power examiner was appointed, if a Seller entered an alternative transaction, or if the Sellers materially defaulted under the DIP Credit Agreement; and by either party if a governmental body issued a final order restraining the transaction or if Purchaser was disallowed under Section 363(k) from credit bidding. No separate break-up or termination fee payable by either side is disclosed in the filings reviewed. The transaction has closed; as of the March 13, 2025 Form 8-K, Ideanomics has sold substantially all of its operating assets and remains in wind-down.