Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Action" means the civil action captioned Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., Case No. 2:24-cv-00187-JRG, currently pending in the United States District Court for the Eastern District of Texas, Tyler Division, including all claims, counterclaims, cross-claims, and third-party claims asserted therein and all orders, judgments, and proceedings related thereto.

Section 1.2 — "'312 Patent" means United States Patent No. 9,847,312 B2, entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," issued March 6, 2018, including all claims thereof (whether independent or dependent), any certificates of correction, and any reissues, reexaminations (whether ex parte or inter partes), continuations, continuations-in-part, divisionals, exte

Section 1.3 — "Accused Products" means the VMS DriveLink™ 4.0 telematics control unit and the VMS FleetPulse™ cloud platform, as identified in the Action, together with any prior, current, or future versions, iterations, modifications, updates, upgrades, variants, or successors thereof, regardless of product name or designation, including any hardware revision, firmware release, or software version of the foregoing.

Section 1.4 — "Affiliate" means, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities of, or equivalent ownership interest in, such entity, or the power to direct or cause the direction of the management and policie

Section 1.5 — "Effective Date" means June 4, 2025, the date on which this Agreement is fully executed by both Parties, as indicated by the signatures on the signature pages hereto.

Section 1.6 — "Pinnacle Patent Portfolio" means the '312 Patent and all other patents and patent applications (including provisional and non-provisional applications, and any patents issuing therefrom) owned or controlled by Pinnacle or any of its Affiliates as of the Effective Date, which portfolio consists of approximately thirty-five (35) United States patents and patent applications acquired from DataStream Autom

Section 1.7 — "VMS Released Parties" means VMS and its Affiliates, and each of their respective predecessors, successors, assigns, officers, directors, employees, agents, representatives, contractors, subcontractors, customers, distributors, resellers, suppliers, manufacturers, and end users, in each case in their capacity as such.

Section 1.8 — "Pinnacle Released Parties" means Pinnacle and its Affiliates, and each of their respective predecessors, successors, assigns, members, managers, officers, employees, agents, and representatives, including, without limitation, Grayson Holt in his capacity as Managing Member of Pinnacle, and Arcadia Litigation Finance, LP in its capacity as a litigation funding source for Pinnacle.

Section 1.9 — "Settlement Amount" means Three Hundred Eighty-Five Thousand Dollars ($385,000.00) in lawful currency of the United States of America.

Section 1.10 — "Payment Date" means the date that is thirty (30) calendar days after the Effective Date, which the Parties acknowledge shall be July 4, 2025; provided, however, that if such date falls on a Saturday, Sunday, or federal banking holiday, the Payment Date shall be the next succeeding business day on which banks in New York, New York are open for the conduct of regular banking business.

ARTICLE 2 — SETTLEMENT PAYMENT

Section 2.1 — Payment Obligation. In consideration of the covenant not to sue, releases, and other obligations of Pinnacle set forth in this Agreement, VMS shall pay, or cause to be paid on its behalf (including, without limitation, by or through VMS's commercial general liability insurer or any other insurer providing coverage for the claims asserted in the Action), the Settlement Amount of Three Hundred Eighty-Five

Section 2.2 — Method of Payment. Payment of the Settlement Amount shall be made by wire transfer of immediately available funds in United States dollars to a bank account designated by Pinnacle in writing. Pinnacle shall provide complete wire transfer instructions, including bank name, ABA routing number, account number, account name, and any applicable reference information, to VMS's counsel of record, Calderwood &

Section 2.3 — Tax Treatment. The Parties agree that the Settlement Amount shall be treated for federal, state, and local tax purposes as follows: Pinnacle shall report the Settlement Amount as income in the taxable year in which it is received, and VMS shall report the Settlement Amount as a deductible business expense, in each case to the extent permitted by applicable law, including the Internal Revenue Code of 198

Section 2.4 — Late Payment. In the event that VMS fails to remit the full Settlement Amount by the Payment Date (as such date may be extended pursuant to Section 2.2), interest shall accrue on the unpaid balance at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less, from the Payment Date until the date payme

ARTICLE 3 — COVENANT NOT TO SUE

Section 3.1 — Pinnacle Covenant. Effective upon the Effective Date and contingent upon VMS's timely payment of the Settlement Amount, Pinnacle, on behalf of itself and its Affiliates, successors, and assigns, hereby irrevocably covenants and agrees not to assert, sue upon, or otherwise bring, file, commence, maintain, or voluntarily participate in any claim, action, suit, proceeding, complaint, or demand (whether at

Section 3.2 — Scope of Covenant. The covenant not to sue set forth in Section 3.1 shall run with and be binding upon any assignee, transferee, licensee, or successor-in-interest to any patent or patent application within the Pinnacle Patent Portfolio, and Pinnacle covenants and agrees that it shall include a provision substantially similar in scope and effect to this covenant not to sue in any instrument of assignmen

Section 3.3 — No License Grant. For the avoidance of doubt, nothing in this Agreement shall be construed as granting to VMS or to any other VMS Released Party a license, whether express, implied, by estoppel, or otherwise, under the '312 Patent or any other patent or patent application in the Pinnacle Patent Portfolio. The Parties have intentionally structured the arrangement set forth in this Article 3 as a covenant

Section 4.1 — Pinnacle Release of VMS. Effective as of the Effective Date, Pinnacle, on behalf of itself and the Pinnacle Released Parties, hereby fully, finally, unconditionally, and forever releases, acquits, and discharges the VMS Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, co

Section 4.2 — VMS Release of Pinnacle. Effective as of the Effective Date, VMS, on behalf of itself and the VMS Released Parties, hereby fully, finally, unconditionally, and forever releases, acquits, and discharges the Pinnacle Released Parties from any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controv

Section 4.3 — Waiver of Unknown Claims. Each Party, on behalf of itself and its respective released parties, expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights or benefits that such Party may have under California Civil Code Section 1542, or any analogous, comparable, or equivalent statute, regulation, rule, or common-law principle of any jurisdiction (including,

Section 4.4 — Scope of Releases. The releases set forth in Sections 4.1 and 4.2 are intended to be as broad and comprehensive as permitted by law and shall be broadly construed to encompass all claims, causes of action, demands, and other matters that were asserted, could have been asserted, or could hereafter be asserted in the Action or in any other forum, arising out of or relating to the same or substantially sim

ARTICLE 5 — DISMISSAL OF THE ACTION

Section 5.1 — Joint Stipulation of Dismissal. Within fourteen (14) calendar days after Pinnacle's written confirmation to VMS's counsel that the full Settlement Amount has been received by Pinnacle (which confirmation Pinnacle shall provide within two (2) business days after receipt of the Settlement Amount), the Parties shall jointly execute and cause to be filed with the United States District Court for the Eastern

Section 5.2 — Cooperation. Each Party shall use its reasonable best efforts to cooperate fully and in good faith with the other Party in connection with the preparation, execution, and filing of the Stipulation of Dismissal and the obtaining of entry of an order of dismissal by the Court. Such cooperation shall include, without limitation, the prompt execution and return of any documents required in connection with t

Section 5.3 — Vacatur of Trial Date. The Parties shall include in the Stipulation of Dismissal a request that the Court vacate the October 6, 2025 trial date and all remaining pretrial deadlines, discovery deadlines, and other scheduling orders in the Action. The Parties shall take all reasonable steps to ensure that such vacatur request is granted by the Court.

Section 6.1 — No Admission of Liability or Infringement. This Agreement and the settlement contemplated herein are entered into solely for the purpose of compromising disputed claims and avoiding the expense, burden, distraction, and uncertainty of further litigation, including the risk and unpredictability of trial. Nothing in this Agreement, and no act performed or document executed pursuant to or in furtherance of

Section 6.2 — Inadmissibility. This Agreement, its terms and conditions, and all negotiations, communications, discussions, correspondence, and drafts exchanged between the Parties (or their respective counsel) in connection with or leading to the execution of this Agreement, shall be inadmissible in any judicial, arbitral, administrative, or other proceeding for any purpose, including, without limitation, as evidenc

Section 7.1 — Confidential Information. The Parties agree that the Settlement Amount, the specific terms and conditions of this Agreement, and all negotiations, discussions, communications, correspondence, proposals, counterproposals, and drafts exchanged between the Parties (or their respective counsel) in connection with or relating to this Agreement (collectively, "Confidential Information") shall be kept strictly

Section 7.2 — Permitted Disclosures. Notwithstanding the confidentiality obligations set forth in Section 7.1, either Party may disclose Confidential Information under the following circumstances: (a) to such Party's legal counsel (including in-house and outside counsel), accountants, auditors, tax advisors, insurers, and lenders, in each case on a strict need-to-know basis and subject to obligations of confidentiali

Section 7.3 — Public Disclosure of Existence. Notwithstanding the foregoing, the Parties acknowledge and agree that they may publicly disclose the fact that the Action has been settled and that the Action has been or will be dismissed with prejudice, including by means of press releases, public filings, investor communications, or statements to the media. However, neither Party shall disclose the Settlement Amount or

Section 7.4 — Remedies for Breach. Each Party acknowledges and agrees that a breach or threatened breach of the confidentiality obligations set forth in this Article 7 may cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching Party shall be entitled to seek equitable relief,

ARTICLE 8 — ATTORNEYS' FEES AND COSTS

Section 8.1 — Each Party Bears Own Fees. Except as otherwise expressly provided in Section 2.4 of this Agreement, each Party shall bear and be solely responsible for its own attorneys' fees, costs, expenses, and disbursements incurred in connection with the Action, the investigation and evaluation of the claims and counterclaims asserted in the Action, the negotiation, preparation, and execution of this Agreement, an

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Pinnacle Representations and Warranties. Pinnacle hereby represents and warrants to VMS as follows, each of which representations and warranties is material to and is being relied upon by VMS in entering into this Agreement: (a) Organization and Good Standing. Pinnacle is a Texas limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Texas, and h

Section 9.2 — VMS Representations and Warranties. VMS hereby represents and warrants to Pinnacle as follows, each of which representations and warranties is material to and is being relied upon by Pinnacle in entering into this Agreement: (a) Organization and Good Standing. VMS is a Delaware corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requis

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 — Entire Agreement. This Agreement, together with Exhibit A (Form of Joint Stipulation of Dismissal with Prejudice) attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, commitments, and communica

Section 10.2 — Amendments. This Agreement may not be amended, modified, supplemented, or waived in any respect except by a written instrument that expressly references this Agreement, describes the amendment, modification, supplementation, or waiver with specificity, and is duly executed by authorized representatives of both Parties. No oral agreement, course of dealing, or course of performance shall be effective to

Section 10.3 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Texas, without regard to its conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. Notwithstanding the foregoing, questions of patent validity, enforceability, and infringement shall be governed by applicable feder

Section 10.4 — Dispute Resolution; Jurisdiction and Venue. Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be resolved exclusively in the United States District Court for the Eastern District of Texas. Each Party hereby irrevocably and unconditional

Section 10.5 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Agreement, or any of its rights, interests, or obligations hereunder, without the prior written consent of the other Party, which consent may be

Section 10.6 — Severability. If any provision of this Agreement, or the application of any provision to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated thereby, and the Parties shall negotia

Section 10.7 — Waiver. The failure of either Party to enforce, or the delay by either Party in enforcing, any provision of this Agreement on any occasion shall not constitute a waiver of such Party's right to enforce such provision or any other provision of this Agreement on any other occasion. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. A wa

Section 10.8 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile or by electronic transmission in portable document format (PDF) shall be deemed original signatures for all purposes and shall have the same legal force and effect as origin

Section 10.9 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand; (b) delivered by nationally recognized overnight courier service (with tracking confirmation); or (c) sent by United States certified mail, return receipt requested, postage prepaid

Section 10.10 — Construction. This Agreement has been negotiated at arm's length by and between the Parties, each of which has been represented by legal counsel of its own choosing throughout the negotiation and execution of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrum

Section 10.11 — Headings. The article and section headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement.

Section 10.12 — Third-Party Beneficiaries. The VMS Released Parties (including, without limitation, VMS's Affiliates, customers, distributors, resellers, and end users) are intended third-party beneficiaries of the covenant not to sue set forth in Article 3 and the releases set forth in Article 4 of this Agreement, and each such VMS Released Party shall be entitled to enforce the provisions of Article 3 and Article 4

1. All claims asserted by Plaintiff Pinnacle Innovations LLC against Defendant Vantage Mobility Systems Corp. in the above-captioned action, including all claims of patent infringement of United States Patent No. 9,847,312 B2, are hereby dismissed with prejudice, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii).

2. All counterclaims asserted by Defendant Vantage Mobility Systems Corp. against Plaintiff Pinnacle Innovations LLC in the above-captioned action, including all counterclaims for declarations of non-infringement and invalidity and the defense and counterclaim of inequitable conduct, are hereby dismissed with prejudice, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii) and 41(c).

3. Each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this action, and no Party shall seek an award of fees, costs, or expenses against any other Party.

4. The Court is respectfully requested to vacate the October 6, 2025 trial date and all remaining pretrial deadlines, discovery deadlines, and scheduling orders in this action.

5. The Parties respectfully request that the Clerk of the Court close this case and remove it from the Court's active docket. Respectfully submitted, For Plaintiff Pinnacle Innovations LLC: ________________________________________ Nolan Whitfield (Texas Bar No. 24078512) WHITFIELD & GAINES PLLC 100 Independence Place, Suite 2800 Tyler, Texas 75702 Telephone: (903) 555-2400 Facsimile: (903) 555-2401 Email: nwhitfield@