1. IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
OSIRIUS GROUP, LLC, a Delaware
limited liability company,
Plaintiff,
v.
IDEANOMICS, INC., a Nevada
Corporation,
Defendant.
Case No. 23- -
Hon.
MILLER, CANFIELD, PADDOCK
AND STONE, P.L.C.
Gerald J. Gleeson II (P53568)
Sydney G. Rohlicek (P85655)
840 W. Long Lake Rd.
Troy, MI 48098
(248) 879-2000
Attorneys for Plaintiff
COMPLAINT
Plaintiff Osirius Group, LLC (“Osirius”), by and through its attorneys, Miller,
Canfield, Paddock and Stone, PLC, states as follows for its Complaint against
Defendant, Ideanomics, Inc. (“Ideanomics”):
PARTIES, JURISDICTION AND VENUE
1. Plaintiff Osirius is a Delaware limited liability company with its
principal place of business in Oakland County, Michigan.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.1 Filed 04/22/23 Page 1 of 10

2. 2
2. Defendant Ideanomics is a Nevada corporation with its principal place
of business in New York.
3. Pursuant to 28 U.S.C. § 1332, the District Courts of the United States
have original jurisdiction over matters between citizens of different states where the
amount of the matter in controversy exceeds $75,000.
4. Under 28 U.S.C. § 1332(c)(1), a corporation is a citizen of any state by
which it is incorporated and of the state where it has its principal place of business.
A corporation’s principal place of business is located where the officers direct,
control, and coordinate the corporation’s activities, generally “the place where the
corporation maintains its headquarters.” Hertz Corp. v. Friend, 559 U.S. 77, 92, 130
S. Ct. 1181, 1192, 175 L. Ed. 2d 1029 (2010).
5. 28 U.S.C. § 1332(a)(2) requires “complete” diversity. Peninsula Asset
Mgmt. (Cayman) Ltd. v. Hankook Tire Co., 509 F.3d 271, 273 (6th Cir. 2007).
6. Complete diversity exists between Plaintiff Osirius and Defendant
Ideanomics. Plaintiff is incorporated in the State of Delaware, and has its principal
place of business in Michigan. Defendant is incorporated in the State of Nevada, and
has its principal place of business in New York.
7. The amount in controversy exceeds $75,000, exclusive of costs and
interest.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.2 Filed 04/22/23 Page 2 of 10

3. 3
8. This Court, therefore, has subject matter jurisdiction pursuant to 28
U.S.C. § 1332.
9. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because a
substantial part of the events giving rise to this Complaint occurred in this District.
10. Ideanomics agreed to the Eastern District of Michigan as the exclusive
forum to resolve this dispute.
NATURE OF THE CASE
11. Osirius incorporates by reference the allegations set forth in paragraphs
1 through 10 above.
12. Osirius is an automotive product and process engineering company in
Birmingham, Michigan.
13. In that role, Osirius provided services to Via Motors, Inc. (“Via
Motors”), an all-electric original equipment manufacturer (OEM) in Auburn Hills,
Michigan.
14. On or about June 6, 2022, Osirius submitted a proposal to Via Motors,
which would extend the parties’ pre-existing contract for an additional six months.
Exhibit A, Proposal.
15. Via Motors accepted said proposal, agreeing to pay Osirius for product
engineering, product management, manufacturing engineering and implementation
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.3 Filed 04/22/23 Page 3 of 10

4. 4
support, and purchasing team staff augmentation services to be provided over a
period of six months, starting on July 1, 2022 through December 31, 2022.
16. Accordingly, Osirius continued to support Via Motors as a key
Engineering Service Provider through December 2022 and invoiced Via Motors on
or about August 31, 2022, September 30, 2022, October 31, 2022, November 30,
2022, and December 30, 2022 for the services rendered that month. See e.g., Exhibit
B, Invoices; Exhibit C, Affidavit of Account Stated.
17. The Invoices include 30 day payment terms, requiring payment for
services rendered each month to be received by the end of the following month. The
Invoices also provide that tardy payments will result in additional late fees, incurred
at a rate of 2% of the total invoice per each month of delay. Ex. B, Invoices.
18. Osirius sent these invoices to Via Motors, who received and retained
them each month without any objection. Ex. C, Affidavit.
19. Upon information and belief, Ideanomics (the entity set to acquire Via
Motors) was aware of Via Motors’ receipt, as well as the amount of the invoices.
20. Despite Osirius’ demands for payment, Via Motors failed to issue any
payment to satisfy the amounts overdue and owing on the Invoices. See Ex. C,
Affidavit.
21. Via Motors therefore began accruing additional debt in the form of late
fees.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.4 Filed 04/22/23 Page 4 of 10

5. 5
22. When Osirius expressed its concerns about the growing arrearage, Via
Motors did not dispute any portions of the Invoices and explained that the failure to
pay was due to serious cash flow issues.
23. Nor did Ideanomics express any objection to the amount of the Invoices
or the amount owed by Via Motors.
24. Rather, Ideanomics made an initial payment towards the Via Debt by
providing stock to Osirius valued at approximately $470,000.00 (Four Hundred
Seventy Thousand Dollars).
25. When Via Motors’ failure to pay the Invoices continued, Via Motors,
Defendant Ideanomics, and Osirius entered an agreement on December 1, 2022 (the
“Ideanomics Agreement”), in which Ideanomics assumed, and promised to pay, Via
Motors’ remaining debt by providing shares of its common stock. See Exhibit D,
Ideanomics Agreement.
26. As part of the Ideanomics Agreement, Via Motors and Ideanomics
conceded without objection or reservation of rights, that Via Motors owed Osirius
$4,115,659.36 (the “Via Debt”).
27. Due to the market price of the Ideanomics stock shares, it was
understood at the time that Osirius’ sale of the shares of Ideanomics stock would not
generate enough cash to completely satisfy the Via Debt, and any outstanding
amount would remain owed to Osirius.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.5 Filed 04/22/23 Page 5 of 10

6. 6
28. Ideanomics agreed to pay the remaining Via Debt under certain
circumstances, which included its acquisition of Via Motors.
29. After an inordinate two-month delay, Ideanomics provided the stock,
which Osirius sold through a broker.
30. The sale of the stock reduced the principal of the VIA Debt to
$1,846,000.00 (One Million Eight Hundred Forty Six Thousand Dollars) with
$395,111.33 due in late fees (Three Hundred Thousand and One Hundred Eleven
Dollars and Thirty Three Cents).
31. Thereafter, Osirius continued to request payment of the remaining
$2,243,197.00 (Two Million Two Hundred Forty Three Thousand and One Hundred
Ninety Seven Dollars) balance it was owed.
32. While receiving no objection from Ideanomics, as to either its liability
or the amount as stated, Osirius did not receive payment for said sum reflecting the
unpaid balances for services rendered to Via Motors, as well as late fees. See Ex. C,
Affidavit.
33. Despite these repeated demands, and subsequent empty promises from
Ideanomics that payment is forthcoming, Via Motors has failed to satisfy its
remaining debt.
34. Ideanomics formally acquired Via Motors on January 26, 2023.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.6 Filed 04/22/23 Page 6 of 10

7. 7
35. Written demand was made on Ideanomics for payment pursuant to the
Ideanomics Agreement. Exhibit E, Letter.
36. Ideanomics promised it would provide cash and/or shares of its
common stock as payment for the remaining Via Debt it owes Osirius.
37. Numerous emails from Ideanomics assured that the shares were
forthcoming.
38. However, Ideanomics failed to tell Osirius that it had been sued in the
United States District Court for the Southern District of New York regarding a
separate stock purchase agreement. See Acuitas Capital, LLC, v. Ideanomics, Case
No. 23-cv-02124 (SDNY).
39. Ideanomics promised it would provide shares, all the while failing to
disclose that a United States District Court had issued a preliminary injunction
prohibiting the transfer of Ideanomics stock. See, Exhibit F, Preliminary Injunction;
Exhibit G, Modified Preliminary Injunction.
40. The plaintiff in that case voiced concerns to the district court that
Ideanomics was near bankrupt. This argument appears to have been persuasive
enough to convince the District Court to prohibit the further distribution of common
stock. Id.
41. Ideanomics’ representations amount to fraud in an effort to delay or
hinder this collection action.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.7 Filed 04/22/23 Page 7 of 10

8. 8
COUNT I – ACCOUNT STATED
42. Osirius incorporates by reference the allegations set forth in paragraphs
1 through 41 above.
43. At Via Motors’ request, Osirius delivered certain services on an open
account and on Via Motors’ promise to pay for said services.
44. Osirius sent statements of the account to Via Motors each month, who
received and retained Osirius’ statements without objection. See Ex. B, Invoices;
Ex. C, Affidavit.
45. Via Motors did not pay the balance owed on the account, despite
Osirius’ demands for payment. Ex. C, Affidavit.
46. Ideanomics acknowledged the validity of the Via Debt and agreed to
pay the Via Debt if it acquired Via Motors. Ex. D, Ideanomics Agreement.
47. Ideanomics acquired Via Motors and received a demand for payment
from Osirius, stating the account amount due and owing. Ex. E, Letter.
48. Ideanomics did not object to, or otherwise challenged, the Via Debt.
49. Consequently, various documents establish an account stated owed by
Ideanomics.
50. Ideanomics has no defense to the account stated.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.8 Filed 04/22/23 Page 8 of 10

9. 9
51. Ideanomics is now justly indebted to Osirius in the amount of
$2,243,197.00 (Two Million Two Hundred Forty Three Thousand and One Hundred
Ninety Seven Dollars), reflecting services already rendered and late fees.
WHEREFORE, Osirius requests that this Court enter judgment against
Ideanomics in the amount of $2,243,197.00 (Two Million Two Hundred Forty Three
Thousand and One Hundred Ninety Seven Dollars), plus interest, all recoverable
costs, and attorney fees.
COUNT II – BREACH OF CONTRACT
52. Osirius incorporates by reference the allegations set forth in paragraphs
1 through 51 above.
53. Osirius and Via Motors entered into an agreement whereby Osirius was
to provide services to Via Motors and Via Motors agreed to pay for all of Osirius’
Services.
54. In accordance with the agreement, Osirius provided engineering and
production management services to Via Motors from July 1, 2022 through December
2022. Via Motors accepted these services.
55. Osirius provided timely invoices to Via Motors for the services
rendered and demanded payment when the invoices became past due. See Ex. B,
Invoices; Ex. C Affidavit.
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.9 Filed 04/22/23 Page 9 of 10

10. 10
56. Ideanomics agreed to pay the Via Debt if it acquired Via Motors. Ex.
D, Ideanomics Agreement.
57. Ideanomics acquired Via Motors and its subsequent failure to pay the
remainder of the Via Debt is a breach of the Ideanomics Agreement.
58. Osirius has been damaged by Ideanomics’ breach in the amount of
$2,243,197.00 which represents the sum of services rendered to Via Motors that
have gone uncompensated and incurred late fees, and the sum which Ideanomics
agreed to pay Osirius.
WHEREFORE, Osirius respectfully requests that this Court enter judgment
in its favor and against Osirius in the amount of $2,243,197.00 (Two Million Two
Hundred Forty Three Thousand and One Hundred Ninety Seven Dollars), plus
interest, all recoverable costs, and attorney fees.
Respectfully submitted,
By: /s/ Gerald J. Gleeson, II
Gerald J. Gleeson II (P53568)
Sydney G. Rohlicek (P85655)
Miller, Canfield, Paddock, and
Stone, PLC
840 W. Long Lake Rd.
Troy, MI 48098
(248) 879-2000
gleeson@millercanfield.com
rohlicek@millercanfield.com
Attorneys for Plaintiff
Dated: April 22, 2023
Case 2:23-cv-10943-DPH-CI ECF No. 1, PageID.10 Filed 04/22/23 Page 10 of 10