Rekor Systems, Inc. Announces Closing of Acquisition of Waycare Technologies, Ltd
Press Release

August 19, 2021

Rekor Systems, Inc. Announces Closing of Acquisition of Waycare Technologies, Ltd

Rekor Systems, Inc, (NASDAQ: REKR) ("Rekor" or the “Company”), a global AI technology company with a mission to provide intelligent infrastructure and insights that build safer, smarter and more efficient cities around the world, announced today the successful closing of the previously announced acquisition of Waycare Technologies Ltd. (“Waycare”). Pursuant to the purchase agreement the Company acquired 100% of the issued and outstanding capital stock of Waycare from its stockholders (“Sellers”).

Waycare’s solution uses artificial intelligence (“AI”) to aggregate and process data from various sources to help government agencies with crash prediction and congestion detection, as well as incident management and identification. Waycare’s solution builds a more complete picture of the road by collating data from transportation agencies' existing infrastructure and synthesizing it with additional data from connected car platforms, construction projects, fleet management programs, weather services, and public transit. AI algorithms ingest and process this information to produce actionable insights and predictions.

“We’re thrilled to officially welcome Waycare to the Rekor family,” said Robert Berman, CEO of Rekor. “Waycare is a rare asset that can significantly speed Rekor’s efforts to become the leading provider of intelligent infrastructure. They are a perfect fit, since they have already demonstrated the ability to generate the profound insights that communities need to become safer, smarter and more efficient, which is what Rekor’s mission is all about.”

Acquisition Overview

The aggregate purchase price for the shares of Waycare was approximately $61,000,000, less the amount of Waycare’s debt and certain transaction expenses and subject to a customary working capital adjustment. The purchase price consisted of $40,713,277 in cash and 2,784,474 shares of the Company’s common stock, based on a volume weighted average trading price over a five consecutive trading day period prior to the date of the Purchase Agreement, which was $7.286. Additionally, the Company will reserve for Waycare’s continuing employees an aggregate of 686,248 restricted stock units, to be issued pursuant to the terms of the Company’s 2017 Equity Award Plan. The restricted stock units will be subject to customary vesting schedules and are intended to incentivize the continued performance of Waycare’s employees. As a result of the transaction, Waycare became a wholly-owned subsidiary of the Company.

The Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the Sellers with respect to Waycare’s business, operations and financial condition. The Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of certain Sellers, and the agreement of certain Sellers not to compete with the business of Waycare following the closing of the transaction.

Subject to certain limitations, each of the parties is indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties and covenants in the Purchase Agreement.