Contract analysis

I. INTRODUCTION AND PURPOSE This memorandum summarizes the key findings of Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") arising from our legal due diligence review of PulseLink Telematics, Inc. ("PulseLink," the "Company," or the "Target") in connection with the proposed acquisition by Vantage Mobility Systems Corp. ("Vantage," "VMS," or the "Buyer") of one hundred percent (100%) of the issued and out

II. SCOPE AND METHODOLOGY A. Data Room Access and Review Process Calderwood & Harkness's due diligence review was conducted primarily through the examination of documents and materials made available in a virtual data room administered by PulseLink and hosted on the Thackeray Solutions platform (the "Data Room"). The Data Room was designated under the project code name "Project Beacon." Access to the Data Room was gr

III. CORPORATE ORGANIZATION AND GOOD STANDING A. PulseLink Telematics, Inc. PulseLink Telematics, Inc. is a corporation organized and existing under the laws of the State of Delaware. The following summarizes the key organizational details of PulseLink based on our review of its corporate records: Certificate of Incorporation. We reviewed the Company's Certificate of Incorporation, as amended to date (the "Charter").

IV. CAPITALIZATION A. Authorized Capital Stock Pursuant to PulseLink's Certificate of Incorporation, the total authorized capital stock of the Company consists of Ten Million (10,000,000) shares of common stock, par value $0.001 per share (the "Common Stock"). The Charter does not authorize any class of preferred stock or any other class or series of capital stock. This single-class capital structure simplifies the T

V. MATERIAL CONTRACTS A. Overview We reviewed all contracts identified as material to PulseLink's operations, as disclosed in the Data Room and as identified by PulseLink management in response to our due diligence requests. For purposes of this memorandum, we focused our review on the following categories of material contracts: (a) customer agreements generating annual revenue in excess of $1,000,000; (b) supplier a

1. Supply Agreement — Meridian Automotive Group, Inc. Key Terms. The Meridian Supply Agreement is PulseLink's largest customer contract by revenue and is a critical commercial relationship for the Company. The agreement provides for the supply of PulseCore® embedded telematics control units to Meridian for integration into Meridian's vehicle platforms. Key commercial terms include volume commitments by Meridian (subj

2. Supply Agreement — Trident Motor Corporation Key Terms. The Trident Supply Agreement is PulseLink's second-largest customer contract by revenue. The agreement provides for the supply of telematics modules and V2X (vehicle-to-everything) data bridge hardware to Trident for integration into Trident's vehicle platforms. The commercial terms are similar in structure to the Meridian agreement, including volume commitme

3. Software Licensing & Services Agreement — Cascade Fleet Solutions LLC Key Terms. The Cascade agreement governs the license of PulseLink's FleetIQ® analytics platform to Cascade Fleet Solutions on a software-as-a-service (SaaS) basis, together with related implementation, integration, and ongoing support services. Key terms include monthly subscription fees, service level commitments (including a 99.5% uptime guara

VI. INTELLECTUAL PROPERTY A. Patents PulseLink's patent portfolio consists of four (4) issued United States utility patents and two (2) pending United States utility patent applications. The issued patents cover core innovations in PulseLink's telematics hardware platform, including: (i) Telematics control unit (TCU) architecture and system design; (ii) Integrated antenna design for embedded telematics applications;

VII. EMPLOYMENT AND KEY-PERSON MATTERS A. Employee Headcount and Locations PulseLink has a total of one hundred thirty-seven (137) employees distributed across the following locations: The Dublin headquarters houses PulseLink's executive leadership, engineering (hardware and software), sales, marketing, customer support, finance, and administrative functions. The Guadalajara engineering center is focused on embedded

1. Graham Ellersick — Founder & CEO Graham Ellersick is the founder of PulseLink and has served as its Chief Executive Officer since the Company's inception in 2016. Ellersick is the single largest stockholder, holding 3,290,000 shares (43.98%) of PulseLink Common Stock. Following closing, Ellersick will serve as President of the PulseLink division within the Vantage organization, with responsibility for overseeing t

2. Priya Chandrasekaran — CTO Priya Chandrasekaran serves as PulseLink's Chief Technology Officer and is the architect of PulseLink's core technology, including the PulseCore® firmware and the FleetIQ® analytics platform. Chandrasekaran holds 748,000 shares (10.00%) of PulseLink Common Stock. Her continued engagement is critical to the technology roadmap, product development pipeline, and the integration of PulseLink

3. Nathan Vosburg — COO Nathan Vosburg serves as PulseLink's Chief Operating Officer, managing the Company's supply chain, manufacturing relationships (including contract manufacturing oversight), and operational processes. Vosburg holds 374,000 shares (5.00%) of PulseLink Common Stock. Post-Closing Employment Agreement. The parties have negotiated a two (2) year employment agreement for Vosburg with an annual base s

I-9 Compliance and Worker Classification. Given that PulseLink has twenty (20) remote employees distributed across various U.S. states, we recommend verification of the Company's compliance with Form I-9 employment eligibility verification requirements and with applicable worker classification rules. The misclassification of employees as independent contractors, or the failure to properly complete I-9 forms, could re