Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP serves as legal counsel to Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), in connection with Buyer's acquisition of one hundred percent (100%) of the issued and outstanding capital stock of PulseLink Telematics, Inc., a Delaware corporation (the "Company"), pursuant to that certain Stock Purchase Agreement dated as of June 6, 2025 (together with

2. Scope of Initial Due Diligence Review As context for the confirmations requested herein, we note that Calderwood & Harkness's initial legal due diligence review covered the following areas of the Company's business, affairs, and legal standing, among others. This summary is provided for reference purposes and is not intended to be exhaustive. Corporate Organization and Good Standing. We reviewed the Company's Cert

3. Requested Confirmations — Representations and Warranties We respectfully request that the Company and the Selling Stockholders, acting through Graham Ellersick in his capacity as Sellers' Representative under the Agreement, confirm in writing each of the following: 3(a). Accuracy of Representations and Warranties We request confirmation that the representations and warranties of the Selling Stockholders and the Co

4. Requested Confirmations — Material Contracts and Business Relationships 4(a). Material Contracts We request confirmation that no material contract of the Company has been terminated, materially amended, materially modified, or materially breached since the date of the initial due diligence review, and that no notice of termination, default, acceleration, or intent not to renew has been received or given with respe

5. Requested Confirmations — Litigation and Regulatory 5(a). Litigation. We request confirmation that no action, suit, claim, proceeding, arbitration, demand, grievance, or governmental investigation has been commenced, threatened (whether in writing or, to the Company's knowledge, orally), or become pending against the Company or against any of its directors, officers, or employees in their capacities as such, since

6. Requested Confirmations — Financial Matters 6(a). Financial Condition We request confirmation that the financial condition of the Company has not materially deteriorated since the date of the most recent financial statements reviewed in connection with our due diligence. For these purposes, the relevant financial statements are the audited financial statements for the fiscal year ended December 31, 2024, prepared

7. Requested Confirmations — Employee Matters We request confirmation that no material change has occurred in the Company's workforce since the date of the Agreement. Specifically, we request confirmation that: (i) no key employee of the Company has been terminated, has resigned, or has notified the Company of an intention to resign, including without limitation Graham Ellersick (Founder & CEO), Priya Chandrasekaran

8. Requested Confirmations — Mexican Subsidiary We request confirmation that no material change has occurred with respect to Soluciones PulseLink de México, S. de R.L. de C.V. since the date of the Agreement. Without limiting the generality of the foregoing, we request specific confirmation that: (i) the operations of PulseLink México, including its engineering center located in Guadalajara, Mexico, continue in the o

9. Requested Confirmations — Disclosure Schedules We request confirmation that no event, development, or circumstance has arisen since the date of the Agreement that would require a supplement or amendment to any of the Disclosure Schedules delivered pursuant to the Agreement in order to make such Disclosure Schedules accurate and complete as of the Closing Date. We make this request with respect to each and every Di

10. Form of Response and Timing We request that the response to this letter be delivered in writing, on PulseLink Telematics, Inc. letterhead, duly executed by Graham Ellersick in his dual capacity as Sellers' Representative under the Agreement and as Founder and Chief Executive Officer of PulseLink Telematics, Inc. To the extent that the response addresses matters relating to PulseLink México, we request that Mr. El

11. Reservation of Rights Nothing in this letter, and nothing in any response delivered by the Company or the Sellers' Representative in response hereto, shall be deemed to limit, modify, amend, supplement, waive, or otherwise alter any of the representations, warranties, covenants, agreements, or indemnification obligations of any party set forth in the Agreement. This letter is intended as a pre-closing due diligen

12. Confidentiality This letter and any response delivered in connection herewith are confidential and are subject to the confidentiality provisions set forth in Section 10.8 of the Agreement. Neither this letter nor any response thereto may be disclosed to any third party without the prior written consent of Buyer, except as may be required by applicable law or as may be reasonably necessary for the Company and the