Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Escrow Agreement, including all Exhibits attached hereto, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. "Buyer" means Vantage Mobility Systems Corp., a Delaware corporation, with its principal executive offices loc

Section 1.2 — Capitalized Terms Not Defined Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement, unless the context clearly requires otherwise.

Section 1.3 — Interpretive Provisions Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," and "Exhibit" re

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount On the Closing Date, the Buyer shall cause the Escrow Amount, in the amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), to be deposited by wire transfer of immediately available funds into the Escrow Account (reference number PT-ESC-2025-06197) at Pinnacle Trust Company, N.A., in accordance with the wire transfer instructions set forth on Exhibit A attach

Section 2.2 — Escrow Account The Escrow Agent shall hold the Escrow Fund in a segregated trust account maintained at Pinnacle Trust Company, N.A. bearing the reference number PT-ESC-2025-06197. The Escrow Account shall be titled as follows: "Pinnacle Trust Company, N.A., as Escrow Agent for Vantage Mobility Systems Corp. / PulseLink Telematics, Inc. Indemnification Escrow" The Escrow Agent shall maintain the Escrow A

Section 2.3 — Tax Identification Numbers For purposes of tax reporting and identification with respect to the Escrow Account, the following taxpayer identification numbers shall apply: (a) Buyer EIN: 38-4127853 (b) Company (PulseLink Telematics, Inc.) EIN: 31-6084291 The Escrow Agent shall report all interest, earnings, and other income on the Escrow Fund under the taxpayer identification number provided by the Buyer

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 — Investment Instructions The Escrow Agent shall invest and reinvest the Escrow Fund, including all interest, income, and earnings thereon, in one or more of the following investments (collectively, "Permitted Investments"), as may be jointly directed in writing by the Buyer and the Sellers' Representative: (a) Direct obligations of, or obligations the timely payment of principal and interest on which are

Section 3.2 — Earnings All interest, income, dividends, and other earnings on the Escrow Fund shall be retained in the Escrow Account and shall become part of the Escrow Fund for all purposes of this Agreement. Earnings shall not be distributed separately from the Escrow Fund and shall be distributed as part of the Escrow Fund in accordance with the distribution provisions set forth in Article IV hereof.

Section 3.3 — Tax Reporting The Sellers' Representative shall provide, or shall cause to be provided, to the Escrow Agent a properly completed and executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) for each Selling Stockholder who is a United States person (within the meaning of Section 7701(a)(30) of the Code), or, for any Selling Stockholder who is not a United

Section 3.4 — Losses on Investments The Escrow Agent shall not be liable or responsible for any loss of principal or income resulting from any investment or reinvestment of the Escrow Fund made in accordance with the provisions of this Article III, including, without limitation, any loss resulting from market fluctuations, changes in interest rates, default by any issuer or guarantor of a Permitted Investment, or the

ARTICLE IV — DISTRIBUTION OF ESCROW FUND

Section 4.1 — Claims Against Escrow Fund (a) Claim Notice. If at any time on or prior to the Escrow Release Date, the Buyer determines in good faith that it has suffered, incurred, or become subject to Losses for which it is entitled to indemnification under the Purchase Agreement, and the Buyer seeks to recover all or a portion of such Losses from the Escrow Fund, the Buyer shall deliver a written notice (a "Claim N

Section 4.2 — Response Period; Disputed and Undisputed Claims (a) Response Period. Upon receipt of a Claim Notice, the Sellers' Representative shall have thirty (30) calendar days following the date of such receipt (the "Response Period") within which to deliver a written response to the Buyer and the Escrow Agent (a "Response Notice"). The Response Notice shall state whether the Sellers' Representative accepts, disp

Section 4.3 — Reservation for Pending Claims If, as of the Escrow Release Date, there are any Pending Claims outstanding, the Escrow Agent shall reserve from the Escrow Fund an amount equal to the aggregate Claimed Amounts of all Pending Claims then outstanding (the "Reserved Amount"), and shall continue to hold such Reserved Amount in the Escrow Account until each such Pending Claim has been finally resolved in acco

Section 4.4 — Payment Mechanics (a) Payments to Buyer. All payments from the Escrow Fund to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer on Exhibit B attached hereto, or to such other account as the Buyer may designate from time to time by written notice to the Escrow Agent (with a copy to the Sellers' Representative), provided that any such change of

Section 4.5 — Scheduled Release of Escrow Fund On the Escrow Release Date (December 13, 2026), the Escrow Agent shall release and distribute to the Sellers' Representative (for further distribution to the Selling Stockholders pro rata in accordance with their respective ownership percentages as set forth in Section 4.4(b)) the balance of the Escrow Fund then remaining in the Escrow Account, after deducting each of th

Section 4.6 — Joint Written Instructions The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any Joint Written Instruction delivered to the Escrow Agent in accordance with the notice provisions of Section 9.1 hereof, provided that such instruction is signed by an authorized representative of the Buyer (or by Buyer's Counsel, Calderwood

ARTICLE V — DUTIES AND PROTECTIONS OF ESCROW AGENT

Section 5.1 — Duties of Escrow Agent The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties or obligations of any kind shall be read into this Agreement against the Escrow Agent. The Escrow Agent is acting solely as a stakeholder in connection with the custody and disbursement of the Escrow Fund and is not a party to, and has no duties, obligations,

Section 5.2 — Reliance The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, statement, request, waiver, consent, receipt, or other document or instrument (each, an "Instruction") furnished to it hereunder and believed by it in good faith to be genuine and to have been signed, presented, or delivered by the proper party or

Section 5.3 — Liability Standard The Escrow Agent shall not be liable for any act taken or omitted to be taken by it under or in connection with this Agreement, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment that such act or omission constitutes the Escrow Agent's own willful misconduct, gross negligence, or fraud. In no event shall the Escrow Agent be liable

Section 5.4 — Interpleader In the event of any dispute, disagreement, or conflicting claims or demands regarding the Escrow Fund, the disbursement thereof, or the interpretation of any provision of this Agreement, the Escrow Agent may, at its sole option and in its sole discretion: (a) interplead the Escrow Fund (or any portion thereof that is the subject of such dispute) into a court of competent jurisdiction in the

Section 5.5 — Resignation or Removal (a) Resignation. The Escrow Agent may resign at any time by giving not fewer than thirty (30) days' prior written notice of such resignation to the Buyer and the Sellers' Representative. Such resignation shall become effective on the date specified in the notice or, if no date is specified, on the thirtieth (30th) day following the date of delivery of such notice. (b) Removal. The

ARTICLE VI — COMPENSATION AND INDEMNIFICATION OF ESCROW AGENT

Section 6.1 — Fees The Escrow Agent shall receive compensation for its services hereunder in accordance with the fee schedule attached hereto as Exhibit D and incorporated herein by reference. The Escrow Agent's acceptance fee, annual administration fee, transaction and disbursement fees, and wire transfer fees, as set forth in Exhibit D, shall be payable by the Buyer. The annual administration fee shall be payable i

Section 6.2 — Expense Reimbursement The Buyer shall reimburse the Escrow Agent for all reasonable, documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties and obligations under this Agreement, including, without limitation, fees and expenses of outside legal counsel retained by the Escrow Agent, accountant and auditor fees, wire transfer charges, postage and cou

Section 6.3 — Indemnification of Escrow Agent The Buyer and the Selling Stockholders (acting through the Sellers' Representative, with each Selling Stockholder liable severally and not jointly in proportion to such Selling Stockholder's pro rata share) shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and representatives (including Angela

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of the Buyer The Buyer hereby represents and warrants to each other Party as follows: (a) The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File Number 5493017), and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its busines

Section 7.2 — Representations of the Sellers' Representative The Sellers' Representative hereby represents and warrants to each other Party as follows: (a) Graham Ellersick has been duly appointed as the Sellers' Representative under Section 10.14 of the Purchase Agreement, with full power and authority to execute, deliver, and perform this Agreement and to act on behalf of all Selling Stockholders with respect to al

Section 7.3 — Representations of the Escrow Agent The Escrow Agent hereby represents and warrants to each other Party as follows: (a) Pinnacle Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States of America, and is duly authorized to exercise trust powers and to conduct its business as presently conducted. (b) The Escrow Agent has f

Section 8.1 — Termination This Agreement shall terminate upon the earliest to occur of the following: (a) the date on which the entire Escrow Fund has been distributed in accordance with Article IV hereof, including the final resolution and distribution of all Reserved Amounts relating to all Pending Claims, such that no portion of the Escrow Fund remains in the Escrow Account; or (b) the delivery to the Escrow Agent

Section 8.2 — Survival The following provisions of this Agreement shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding such termination: Section 5.3 (Liability Standard), Section 6.3 (Indemnification of Escrow Agent), and Article IX (Miscellaneous). In addition, the rights and obligations of the Parties with respect to any Pending Claim that has not been fully re

Section 9.1 — Notices All notices, requests, demands, claims, consents, waivers, instructions, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be delivered (a) by hand or personal delivery, (b) by nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or (c) by electronic mail with wr

Section 9.2 — Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.3 — Jurisdiction and Venue Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if such court also lacks jurisdiction, the United States District Court for the District of Delawar

Section 9.4 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY O

Section 9.5 — Entire Agreement This Agreement (together with the Purchase Agreement, to the extent incorporated by reference herein, and the Exhibits attached hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, commitments, proposals, offers, and understandi