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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Execution Version

Dated as of June 4, 2025

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of June 4, 2025 (the "Effective Date"), by and between:

Pinnacle Innovations LLC, a Texas limited liability company ("Pinnacle" or "Plaintiff"),

and

Vantage Mobility Systems Corp., a Delaware corporation ("VMS" or "Defendant").

Pinnacle and VMS are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Pinnacle Innovations LLC is a Texas limited liability company with its principal office located at 2700 E. Commerce Street, Suite 140, Tyler, Texas 75702. Pinnacle's Managing Member is Grayson Holt. Pinnacle is engaged in the business of acquiring, managing, and enforcing intellectual property assets, including United States patents relating to automotive telematics and connected-vehicle technologies. Vantage Mobility Systems Corp. is a Delaware corporation with its principal place of business at 4200 Innovation Drive, Auburn Hills, Michigan 48326. VMS is engaged in the business of automotive technology and manufacturing, including the design, development, manufacture, marketing, distribution, and sale of connected-vehicle telematics hardware and fleet-management software platforms to commercial and governmental customers throughout the United States and internationally.

B. Pinnacle is the owner by assignment of United States Patent No. 9,847,312 B2, entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," which was duly issued by the United States Patent and Trademark Office on March 6, 2018 (the "'312 Patent"). The '312 Patent was originally assigned to DataStream Automotive, Inc., a dissolved Illinois corporation. Pinnacle acquired the '312 Patent, together with certain other patents and patent applications formerly owned by DataStream Automotive, Inc., pursuant to an Asset Purchase Agreement dated July 28, 2023, and the assignment of the '312 Patent to Pinnacle was duly recorded at the United States Patent and Trademark Office on August 14, 2023, at Reel/Frame 064567/0312. The named inventor of the '312 Patent is Dr. Alan Prescott, the former Chief Technology Officer of DataStream Automotive, Inc. The '312 Patent claims priority to U.S. Provisional Application No. 62/217,845, filed September 12, 2015, and, absent any terminal disclaimer or patent term adjustment, has a statutory expiration date of September 12, 2035.

C. On February 28, 2024, Pinnacle filed a Complaint for Patent Infringement against VMS in the United States District Court for the Eastern District of Texas, Tyler Division, captioned Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., Case No. 2:24-cv-00187-JRG (the "Action"). In the Action, Pinnacle asserted that VMS directly and indirectly infringed independent Claims 1, 7, and 14 of the '312 Patent, as well as certain dependent claims thereof. The Action accused VMS's DriveLink™ 4.0 telematics control unit and the VMS FleetPulse™ cloud platform (collectively, the "Accused Products") of infringing the '312 Patent through their aggregation, processing, and cellular transmission of vehicle telemetry data. On April 15, 2024, VMS filed its Answer and Counterclaims, denying infringement of the '312 Patent and asserting counterclaims for declarations of non-infringement and invalidity of the '312 Patent under 35 U.S.C. §§ 102 and 103, as well as a defense and counterclaim of inequitable conduct. The Court conducted a Markman hearing on November 14, 2024, and entered its Claim Construction Order on December 19, 2024. Discovery has been substantially completed, expert reports have been exchanged, and the Court has set a trial date of October 6, 2025.

D. The Parties desire to fully, finally, and forever settle, compromise, and resolve all disputes, claims, counterclaims, and controversies between them arising out of or related to the Action and the '312 Patent, on the terms and conditions set forth in this Agreement. This Agreement is entered into to avoid the expense, burden, disruption, and uncertainty of continued litigation, including the costs of trial preparation, trial, and any post-trial proceedings or appeals. Neither Party admits, by entering into this Agreement, any liability, wrongdoing, infringement, invalidity, unenforceability, or other fault of any kind, and the Parties expressly disclaim any such admission.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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, extensions, supplemental protection certificates, and foreign counterparts thereof.

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 policies of such entity, whether through ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, with respect to VMS, the term "Affiliate" includes, without limitation, Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management, LLC (the general partner of Ridgeline Capital Partners Fund IV, LP), and any portfolio company of the foregoing over which Ridgeline Capital Management, LLC exercises operational control. With respect to Pinnacle, the term "Affiliate" includes any entity owned or controlled by Grayson Holt that holds or controls patents or patent applications acquired from DataStream Automotive, Inc.

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 Automotive, Inc. pursuant to the Asset Purchase Agreement dated July 28, 2023, a complete listing of which has been provided to VMS's counsel in connection with the negotiation of this Agreement.

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 Thousand Dollars ($385,000.00) to Pinnacle in a single lump-sum payment on or before the Payment Date (i.e., on or before July 4, 2025, subject to the business-day adjustment set forth in Section 1.10). The Settlement Amount shall be non-refundable, non-creditable, and not subject to offset, deduction, counterclaim, or recoupment for any reason whatsoever, and VMS's obligation to pay the Settlement Amount shall survive any subsequent challenge to the validity or enforceability of the '312 Patent.

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 & Harkness LLP, Attention: Marcus Delgado, within five (5) business days after the Effective Date. VMS shall not be in default of its payment obligation under Section 2.1 if payment is delayed solely because Pinnacle has failed to timely provide wire transfer instructions; provided, however, that in such event VMS shall remit the Settlement Amount within five (5) business days after receipt of such instructions.

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 1986, as amended, and any applicable Treasury Regulations. Each Party shall be solely responsible for its own tax obligations (including, without limitation, any income tax, franchise tax, or similar tax) arising from or related to the receipt or payment, as applicable, of the Settlement Amount. Neither Party shall be required to withhold any taxes from the Settlement Amount, and no Form 1099 or other tax information return shall be required to be issued by VMS with respect to the Settlement Amount unless required by applicable law, in which case VMS shall provide Pinnacle with reasonable advance notice of its intent to file such return. Pinnacle shall provide VMS with a completed IRS Form W-9 simultaneously with its delivery of wire transfer instructions pursuant to Section 2.2.

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 payment is received in full by Pinnacle. The accrual of interest under this Section 2.4 shall not constitute a waiver of any other right or remedy available to Pinnacle under this Agreement or applicable law. Notwithstanding the foregoing, Pinnacle's sole and exclusive remedy for VMS's failure to timely pay the Settlement Amount shall be to enforce this Agreement, including by seeking a judgment for the Settlement Amount plus accrued interest, attorneys' fees, and costs incurred in connection with such enforcement action, as provided in Section 10.4; reinstatement or reopening of the Action shall not be available as a remedy for late payment.

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 law or in equity, whether in contract, tort, or otherwise, and whether in a court, administrative tribunal, arbitration, or any other forum) against any VMS Released Party (including, without limitation, VMS's customers, distributors, resellers, and end users) for infringement, inducement of infringement, contributory infringement, or any other violation of:

(a) the '312 Patent; or

(b) any patent or patent application in the Pinnacle Patent Portfolio as of the Effective Date,

with respect to the Accused Products or any other product, service, system, method, process, apparatus, or device made, used, sold, offered for sale, imported, or otherwise exploited by any VMS Released Party, whether in the past, present, or future. This covenant not to sue shall apply regardless of whether such product, service, system, method, process, apparatus, or device exists as of the Effective Date or is developed, manufactured, commercialized, or exploited after the Effective Date.

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 assignment, transfer, or conveyance of any patent or patent application within the Pinnacle Patent Portfolio. Any purported assignment or transfer of any such patent or patent application that does not include such a provision shall be deemed to incorporate the covenant not to sue set forth in Section 3.1 by operation of this Agreement. In the event of any conflict between the terms of any subsequent assignment or transfer and the terms of this Section 3.2, the terms of this Section 3.2 shall control and shall be enforceable by any VMS Released Party as a third-party beneficiary hereof pursuant to Section 10.12.

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 not to sue, and not as a patent license, for all purposes, including, without limitation, accounting, tax, regulatory, securities, and disclosure purposes. Neither Party shall characterize the arrangement set forth in this Article 3 as a patent license in any public filing, regulatory submission, financial statement, press release, or other communication.

ARTICLE 4 — MUTUAL RELEASES

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, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, liabilities, obligations, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, fixed or contingent, direct or derivative, in law or in equity, arising under federal, state, local, or foreign law, that Pinnacle or any Pinnacle Released Party ever had, now has, or may hereafter have against any VMS Released Party, arising out of, relating to, based upon, or in connection with:

(a) the Action, including all claims, counterclaims, defenses, and affirmative defenses asserted or that could have been asserted therein;

(b) the '312 Patent, including its prosecution, issuance, ownership, assignment, validity, enforceability, and alleged infringement;

(c) the Accused Products, including their design, development, manufacture, marketing, distribution, sale, offer for sale, importation, use, and operation;

(d) any patent or patent application in the Pinnacle Patent Portfolio, to the extent any claim thereunder relates to any product, service, system, or method made, used, sold, offered for sale, or imported by any VMS Released Party on or before the Effective Date; or

(e) any other matter, act, omission, event, occurrence, representation, statement, or transaction occurring on or before the Effective Date and relating to the subject matter of the Action.

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, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, liabilities, obligations, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, fixed or contingent, direct or derivative, in law or in equity, arising under federal, state, local, or foreign law, that VMS or any VMS Released Party ever had, now has, or may hereafter have against any Pinnacle Released Party, arising out of, relating to, based upon, or in connection with:

(a) the Action, including all claims, counterclaims, defenses, and affirmative defenses asserted or that could have been asserted therein;

(b) the counterclaims asserted by VMS in the Action, including VMS's claims of invalidity of the '312 Patent under 35 U.S.C. §§ 102 and 103, VMS's claims of non-infringement, and VMS's claims and defense of inequitable conduct;

(c) the '312 Patent, including its prosecution, issuance, ownership, assignment, validity, enforceability, and alleged infringement; or

(d) any other matter, act, omission, event, occurrence, representation, statement, or transaction occurring on or before the Effective Date and relating to the subject matter of the Action.

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, without limitation, the State of Texas, the State of Delaware, and the State of Michigan), which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party acknowledges that it may discover facts in addition to, or different from, those that it now knows or believes to be true with respect to the matters released herein, and each Party agrees that the releases set forth in this Article 4 shall be and remain effective in all respects notwithstanding any such additional or different facts. Each Party has been advised by its own legal counsel regarding the effect and import of this Section 4.3 and has voluntarily agreed to its terms.

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 similar facts, circumstances, or subject matter as the Action. The Parties intend that, following the execution of this Agreement and the performance of the obligations set forth herein, there shall be no remaining claims, disputes, or controversies between the Parties with respect to the subject matter of the Action.

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 District of Texas a Joint Stipulation of Dismissal with Prejudice in substantially the form attached hereto as Exhibit A (the "Stipulation of Dismissal"). The Stipulation of Dismissal shall dismiss with prejudice all claims asserted by Pinnacle against VMS and all counterclaims asserted by VMS against Pinnacle in the Action, with each Party bearing its own attorneys' fees, costs, and expenses.

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 the dismissal, and the timely provision of any information or authorizations reasonably requested by the other Party or the Court.

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.

ARTICLE 6 — NO ADMISSION

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 this Agreement, shall be construed as, or deemed to be, or shall be used as, an admission or evidence of: (a) any infringement, liability, fault, or wrongdoing of any kind on the part of VMS or any VMS Released Party; (b) the validity, enforceability, or infringement of the '312 Patent or any other patent in the Pinnacle Patent Portfolio; (c) the invalidity or unenforceability of the '312 Patent or any other patent in the Pinnacle Patent Portfolio; or (d) the merit or lack of merit of any claim, counterclaim, defense, or affirmative defense asserted or that could have been asserted in the Action.

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 evidence of liability, wrongdoing, infringement, validity, invalidity, or the amount or appropriateness of any damages, except: (a) in a proceeding to enforce the terms and conditions of this Agreement; or (b) as otherwise required by applicable law, regulation, or order of a court of competent jurisdiction. The Parties intend that this provision shall be enforceable under Federal Rule of Evidence 408 and any analogous state or local rule of evidence.

ARTICLE 7 — CONFIDENTIALITY

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 confidential and shall not be disclosed, disseminated, published, or otherwise communicated to any third party, except as expressly provided in Section 7.2 below. The obligations of confidentiality set forth in this Section 7.1 shall survive the termination or expiration of this Agreement and shall continue in perpetuity.

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 confidentiality at least as protective as those set forth in this Article 7;

(b) in the case of VMS, to VMS's parent entities, equity holders, and board members, including, without limitation, Ridgeline Capital Partners Fund IV, LP and Ridgeline Capital Management, LLC, and their respective officers, directors, partners, members, managers, employees, and advisors, subject to obligations of confidentiality;

(c) in the case of Pinnacle, to Pinnacle's members, managers, and litigation funding sources, including, without limitation, Arcadia Litigation Finance, LP, and their respective officers, directors, partners, members, managers, employees, and advisors, subject to obligations of confidentiality;

(d) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other compulsory legal process (including, without limitation, securities regulations, financial reporting requirements, and tax audit or examination requirements), provided, however, that the disclosing Party shall, to the extent legally permissible, provide prompt written notice to the other Party of any such required disclosure and shall reasonably cooperate with the other Party's efforts to obtain a protective order or other appropriate remedy to limit the scope of such disclosure; and

(e) in connection with any judicial, arbitral, or administrative proceeding to enforce the terms and conditions of this Agreement.

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 any other specific financial or substantive terms of this Agreement in any such public disclosure without the prior written consent of the other Party, except as may be required by applicable law or regulation.

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, including temporary restraining orders, preliminary and permanent injunctive relief, and specific performance, in addition to any and all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.

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, and the consummation of the transactions and performance of the obligations contemplated hereby. Nothing in this Agreement shall be deemed to create any obligation on the part of either Party to reimburse or indemnify the other Party for any such fees, costs, expenses, or disbursements.

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 has all requisite limited liability company power and authority to own its assets, carry on its business as presently conducted, and execute, deliver, and perform this Agreement.

(b) Ownership of the '312 Patent. Pinnacle is the sole and exclusive owner of all right, title, and interest in and to the '312 Patent, free and clear of all liens, security interests, encumbrances, claims, charges, and third-party interests of any kind, except for the litigation funding arrangement between Pinnacle and Arcadia Litigation Finance, LP, which arrangement does not impair, restrict, or otherwise limit Pinnacle's authority to enter into this Agreement, grant the covenant not to sue set forth in Article 3, or grant the releases set forth in Article 4. Pinnacle has not granted any license under the '312 Patent to any third party that would conflict with or impair the rights and protections afforded to VMS under this Agreement.

(c) Authority. Pinnacle has full power, authority, and legal right to enter into this Agreement and to perform each and every obligation of Pinnacle hereunder, including, without limitation, the granting of the covenant not to sue set forth in Article 3 and the releases set forth in Article 4. No consent, approval, authorization, or order of any court, governmental agency, or other third party is required for Pinnacle's execution, delivery, and performance of this Agreement, except such consents as have been obtained prior to the Effective Date.

(d) Due Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Pinnacle, including, without limitation, the authorization and approval of Grayson Holt in his capacity as Managing Member of Pinnacle, in accordance with the Amended and Restated Operating Agreement of Pinnacle Innovations LLC.

(e) No Impairment. Pinnacle has not assigned, transferred, conveyed, licensed, pledged, hypothecated, or otherwise encumbered any rights in the '312 Patent or any other patent or patent application in the Pinnacle Patent Portfolio in a manner that would impair, diminish, or otherwise adversely affect the rights, protections, and benefits afforded to VMS and the other VMS Released Parties under this Agreement.

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 requisite corporate power and authority to own its assets, carry on its business as presently conducted, and execute, deliver, and perform this Agreement.

(b) Authority. VMS has full power, authority, and legal right to enter into this Agreement and to perform each and every obligation of VMS hereunder, including, without limitation, the payment of the Settlement Amount, the granting of the releases set forth in Article 4, and the dismissal of VMS's counterclaims in the Action. No consent, approval, authorization, or order of any court, governmental agency, or other third party is required for VMS's execution, delivery, and performance of this Agreement, except such consents as have been obtained prior to the Effective Date.

(c) Due Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of VMS, including, without limitation, approval by Ridgeline Capital Partners Fund IV, LP's board designee pursuant to Section 7.04(c) of the VMS Operating Agreement (as amended), which requires the prior written consent of the Ridgeline Capital Partners Fund IV, LP board designee for any settlement, compromise, or resolution of any litigation involving a payment or commitment by VMS in excess of Two Hundred Fifty Thousand Dollars ($250,000). Such written consent was duly executed on May 22, 2025, and signed by David Mercer on behalf of Ridgeline Capital Partners Fund IV, LP, and remains in full force and effect as of the Effective Date.

(d) Authorized Signatory. Rachel Nguyen, Vice President and Associate General Counsel of VMS, is duly authorized to execute this Agreement on behalf of VMS, and her signature shall be binding upon VMS for all purposes.

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 communications, whether oral or written, between the Parties relating to the subject matter hereof. No Party has relied upon any representation, warranty, promise, inducement, or statement of the other Party that is not expressly set forth in this Agreement.

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 amend or modify this Agreement.

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 federal law, including Title 35 of the United States Code.

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 unconditionally: (a) submits to the exclusive jurisdiction of such court for the purpose of any such dispute; (b) waives any objection to the laying of venue in such court; and (c) waives any claim that any action or proceeding brought in such court has been brought in an inconvenient forum. Service of process may be effected in any manner permitted by the Federal Rules of Civil Procedure or the rules of the United States District Court for the Eastern District of Texas.

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 withheld in such Party's sole and absolute discretion; provided, however, that VMS may, without the prior written consent of Pinnacle, assign its rights and obligations under this Agreement to (i) any Affiliate of VMS or (ii) any successor entity by merger, consolidation, reorganization, or sale of all or substantially all of the assets of VMS. Any purported assignment or transfer in violation of this Section 10.5 shall be null and void and of no force or effect.

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 negotiate in good faith a substitute provision that most nearly effects the Parties' original intent. It is the intention and agreement of the Parties that the provisions of this Agreement shall be enforceable to the fullest extent permitted by applicable law.

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 waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.

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 original ink signatures. This Agreement may be executed and delivered by electronic signature in compliance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001–7031) and applicable state law.

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, addressed as follows:

If to Pinnacle:

Pinnacle Innovations LLC 2700 E. Commerce Street, Suite 140 Tyler, Texas 75702

Attention: Grayson Holt, Managing Member

With a copy (which shall not constitute notice) to:

Whitfield & Gaines PLLC 100 Independence Place, Suite 2800 Tyler, Texas 75702

Attention: Nolan Whitfield, Esq.

If to VMS:

Vantage Mobility Systems Corp. 4200 Innovation Drive Auburn Hills, Michigan 48326

Attention: Rachel Nguyen, Vice President & Associate General Counsel

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Fountain Square, 11th Floor Detroit, Michigan 48226

Attention: Marcus Delgado, Esq.

Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 10.9. Notices delivered by hand or overnight courier shall be deemed received on the date of delivery. Notices sent by certified mail shall be deemed received on the third (3rd) business day after the date of mailing.

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 instrument to be drafted, and each Party hereby waives any right to assert any such presumption or rule in connection with the interpretation of this Agreement.

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 directly against Pinnacle and the Pinnacle Released Parties. Except as expressly set forth in the preceding sentence, this Agreement is not intended to, and shall not, confer upon any person or entity other than the Parties any rights, benefits, remedies, obligations, or liabilities of any kind whatsoever under or by reason of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the date first written above.

PINNACLE INNOVATIONS LLC

By: ________

Name: Grayson Holt

Title: Managing Member

Date: June 4, 2025

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Rachel Nguyen

Title: Vice President & Associate General Counsel

Date: June 4, 2025

EXHIBIT A

FORM OF JOINT STIPULATION OF DISMISSAL WITH PREJUDICE

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS TYLER DIVISION

JOINT STIPULATION OF DISMISSAL WITH PREJUDICE

Plaintiff Pinnacle Innovations LLC ("Pinnacle") and Defendant Vantage Mobility Systems Corp. ("VMS"), by and through their respective undersigned counsel of record, hereby stipulate and agree as follows:

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@whitfieldgaines.com

Counsel for Plaintiff Pinnacle Innovations LLC

For Defendant Vantage Mobility Systems Corp.:

________________________________________

Marcus Delgado (admitted pro hac vice) CALDERWOOD & HARKNESS LLP One Fountain Square, 11th Floor Detroit, Michigan 48226 Telephone: (313) 555-8800 Facsimile: (313) 555-8801

Email: mdelgado@calderwoodharkness.com

Counsel for Defendant Vantage Mobility Systems Corp.

PROPOSED ORDER.

Upon consideration of the foregoing Joint Stipulation of Dismissal with Prejudice filed by the parties, and good cause appearing therefor:

IT IS HEREBY ORDERED that all claims asserted by Plaintiff Pinnacle Innovations LLC against Defendant Vantage Mobility Systems Corp. in the above-captioned action are DISMISSED WITH PREJUDICE.

IT IS FURTHER ORDERED that all counterclaims asserted by Defendant Vantage Mobility Systems Corp. against Plaintiff Pinnacle Innovations LLC in the above-captioned action are DISMISSED WITH PREJUDICE.

IT IS FURTHER ORDERED that each Party shall bear its own attorneys' fees, costs, and expenses.

IT IS FURTHER ORDERED that the October 6, 2025 trial date and all remaining pretrial deadlines, discovery deadlines, and scheduling orders in this action are VACATED.

IT IS FURTHER ORDERED that the Clerk of the Court shall close this case and remove it from the Court's active docket.

IT IS SO ORDERED.

________________________________________

THE HONORABLE J. RODNEY GILSTRAP UNITED STATES DISTRICT JUDGE

Date: ________

PINNACLE INNOVATIONS LLC,

Plaintiff,

VANTAGE MOBILITY SYSTEMS CORP.,

Defendant.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Execution Version
Dated as of June 4, 2025
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of June 4, 2025 (the "Effective Date"), by and between:
Pinnacle Innovations LLC, a Texas limited liability company ("Pinnacle" or "Plaintiff"),
and
Vantage Mobility Systems Corp., a Delaware corporation ("VMS" or "Defendant").
Pinnacle and VMS are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Pinnacle Innovations LLC is a Texas limited liability company with its principal office located at 2700 E. Commerce Street, Suite 140, Tyler, Texas 75702. Pinnacle's Managing Member is Grayson Holt. Pinnacle is engaged in the business of acquiring, managing, and enforcing intellectual property assets, including United States patents relating to automotive telematics and connected-vehicle technologies. Vantage Mobility Systems Corp. is a Delaware corporation with its principal place of business at 4200 Innovation Drive, Auburn Hills, Michigan 48326. VMS is engaged in the business of automotive technology and manufacturing, including the design, development, manufacture, marketing, distribution, and sale of connected-vehicle telematics hardware and fleet-management software platforms to commercial and governmental customers throughout the United States and internationally.
B. Pinnacle is the owner by assignment of United States Patent No. 9,847,312 B2, entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," which was duly issued by the United States Patent and Trademark Office on March 6, 2018 (the "'312 Patent"). The '312 Patent was originally assigned to DataStream Automotive, Inc., a dissolved Illinois corporation. Pinnacle acquired the '312 Patent, together with certain other patents and patent applications formerly owned by DataStream Automotive, Inc., pursuant to an Asset Purchase Agreement dated July 28, 2023, and the assignment of the '312 Patent to Pinnacle was duly recorded at the United States Patent and Trademark Office on August 14, 2023, at Reel/Frame 064567/0312. The named inventor of the '312 Patent is Dr. Alan Prescott, the former Chief Technology Officer of DataStream Automotive, Inc. The '312 Patent claims priority to U.S. Provisional Application No. 62/217,845, filed September 12, 2015, and, absent any terminal disclaimer or patent term adjustment, has a statutory expiration date of September 12, 2035.
C. On February 28, 2024, Pinnacle filed a Complaint for Patent Infringement against VMS in the United States District Court for the Eastern District of Texas, Tyler Division, captioned Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., Case No. 2:24-cv-00187-JRG (the "Action"). In the Action, Pinnacle asserted that VMS directly and indirectly infringed independent Claims 1, 7, and 14 of the '312 Patent, as well as certain dependent claims thereof. The Action accused VMS's DriveLink™ 4.0 telematics control unit and the VMS FleetPulse™ cloud platform (collectively, the "Accused Products") of infringing the '312 Patent through their aggregation, processing, and cellular transmission of vehicle telemetry data. On April 15, 2024, VMS filed its Answer and Counterclaims, denying infringement of the '312 Patent and asserting counterclaims for declarations of non-infringement and invalidity of the '312 Patent under 35 U.S.C. §§ 102 and 103, as well as a defense and counterclaim of inequitable conduct. The Court conducted a Markman hearing on November 14, 2024, and entered its Claim Construction Order on December 19, 2024. Discovery has been substantially completed, expert reports have been exchanged, and the Court has set a trial date of October 6, 2025.
D. The Parties desire to fully, finally, and forever settle, compromise, and resolve all disputes, claims, counterclaims, and controversies between them arising out of or related to the Action and the '312 Patent, on the terms and conditions set forth in this Agreement. This Agreement is entered into to avoid the expense, burden, disruption, and uncertainty of continued litigation, including the costs of trial preparation, trial, and any post-trial proceedings or appeals. Neither Party admits, by entering into this Agreement, any liability, wrongdoing, infringement, invalidity, unenforceability, or other fault of any kind, and the Parties expressly disclaim any such admission.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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, extensions, supplemental protection certificates, and foreign counterparts thereof.
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 policies of such entity, whether through ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, with respect to VMS, the term "Affiliate" includes, without limitation, Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management, LLC (the general partner of Ridgeline Capital Partners Fund IV, LP), and any portfolio company of the foregoing over which Ridgeline Capital Management, LLC exercises operational control. With respect to Pinnacle, the term "Affiliate" includes any entity owned or controlled by Grayson Holt that holds or controls patents or patent applications acquired from DataStream Automotive, Inc.
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 Automotive, Inc. pursuant to the Asset Purchase Agreement dated July 28, 2023, a complete listing of which has been provided to VMS's counsel in connection with the negotiation of this Agreement.
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 Thousand Dollars ($385,000.00) to Pinnacle in a single lump-sum payment on or before the Payment Date (i.e., on or before July 4, 2025, subject to the business-day adjustment set forth in Section 1.10). The Settlement Amount shall be non-refundable, non-creditable, and not subject to offset, deduction, counterclaim, or recoupment for any reason whatsoever, and VMS's obligation to pay the Settlement Amount shall survive any subsequent challenge to the validity or enforceability of the '312 Patent.
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 & Harkness LLP, Attention: Marcus Delgado, within five (5) business days after the Effective Date. VMS shall not be in default of its payment obligation under Section 2.1 if payment is delayed solely because Pinnacle has failed to timely provide wire transfer instructions; provided, however, that in such event VMS shall remit the Settlement Amount within five (5) business days after receipt of such instructions.
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 1986, as amended, and any applicable Treasury Regulations. Each Party shall be solely responsible for its own tax obligations (including, without limitation, any income tax, franchise tax, or similar tax) arising from or related to the receipt or payment, as applicable, of the Settlement Amount. Neither Party shall be required to withhold any taxes from the Settlement Amount, and no Form 1099 or other tax information return shall be required to be issued by VMS with respect to the Settlement Amount unless required by applicable law, in which case VMS shall provide Pinnacle with reasonable advance notice of its intent to file such return. Pinnacle shall provide VMS with a completed IRS Form W-9 simultaneously with its delivery of wire transfer instructions pursuant to Section 2.2.
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 payment is received in full by Pinnacle. The accrual of interest under this Section 2.4 shall not constitute a waiver of any other right or remedy available to Pinnacle under this Agreement or applicable law. Notwithstanding the foregoing, Pinnacle's sole and exclusive remedy for VMS's failure to timely pay the Settlement Amount shall be to enforce this Agreement, including by seeking a judgment for the Settlement Amount plus accrued interest, attorneys' fees, and costs incurred in connection with such enforcement action, as provided in Section 10.4; reinstatement or reopening of the Action shall not be available as a remedy for late payment.
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 law or in equity, whether in contract, tort, or otherwise, and whether in a court, administrative tribunal, arbitration, or any other forum) against any VMS Released Party (including, without limitation, VMS's customers, distributors, resellers, and end users) for infringement, inducement of infringement, contributory infringement, or any other violation of:
(a) the '312 Patent; or
(b) any patent or patent application in the Pinnacle Patent Portfolio as of the Effective Date,
with respect to the Accused Products or any other product, service, system, method, process, apparatus, or device made, used, sold, offered for sale, imported, or otherwise exploited by any VMS Released Party, whether in the past, present, or future. This covenant not to sue shall apply regardless of whether such product, service, system, method, process, apparatus, or device exists as of the Effective Date or is developed, manufactured, commercialized, or exploited after the Effective Date.
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 assignment, transfer, or conveyance of any patent or patent application within the Pinnacle Patent Portfolio. Any purported assignment or transfer of any such patent or patent application that does not include such a provision shall be deemed to incorporate the covenant not to sue set forth in Section 3.1 by operation of this Agreement. In the event of any conflict between the terms of any subsequent assignment or transfer and the terms of this Section 3.2, the terms of this Section 3.2 shall control and shall be enforceable by any VMS Released Party as a third-party beneficiary hereof pursuant to Section 10.12.
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 not to sue, and not as a patent license, for all purposes, including, without limitation, accounting, tax, regulatory, securities, and disclosure purposes. Neither Party shall characterize the arrangement set forth in this Article 3 as a patent license in any public filing, regulatory submission, financial statement, press release, or other communication.
ARTICLE 4 — MUTUAL RELEASES
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, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, liabilities, obligations, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, fixed or contingent, direct or derivative, in law or in equity, arising under federal, state, local, or foreign law, that Pinnacle or any Pinnacle Released Party ever had, now has, or may hereafter have against any VMS Released Party, arising out of, relating to, based upon, or in connection with:
(a) the Action, including all claims, counterclaims, defenses, and affirmative defenses asserted or that could have been asserted therein;
(b) the '312 Patent, including its prosecution, issuance, ownership, assignment, validity, enforceability, and alleged infringement;
(c) the Accused Products, including their design, development, manufacture, marketing, distribution, sale, offer for sale, importation, use, and operation;
(d) any patent or patent application in the Pinnacle Patent Portfolio, to the extent any claim thereunder relates to any product, service, system, or method made, used, sold, offered for sale, or imported by any VMS Released Party on or before the Effective Date; or
(e) any other matter, act, omission, event, occurrence, representation, statement, or transaction occurring on or before the Effective Date and relating to the subject matter of the Action.
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, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, liabilities, obligations, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, fixed or contingent, direct or derivative, in law or in equity, arising under federal, state, local, or foreign law, that VMS or any VMS Released Party ever had, now has, or may hereafter have against any Pinnacle Released Party, arising out of, relating to, based upon, or in connection with:
(a) the Action, including all claims, counterclaims, defenses, and affirmative defenses asserted or that could have been asserted therein;
(b) the counterclaims asserted by VMS in the Action, including VMS's claims of invalidity of the '312 Patent under 35 U.S.C. §§ 102 and 103, VMS's claims of non-infringement, and VMS's claims and defense of inequitable conduct;
(c) the '312 Patent, including its prosecution, issuance, ownership, assignment, validity, enforceability, and alleged infringement; or
(d) any other matter, act, omission, event, occurrence, representation, statement, or transaction occurring on or before the Effective Date and relating to the subject matter of the Action.
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, without limitation, the State of Texas, the State of Delaware, and the State of Michigan), which provides:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party acknowledges that it may discover facts in addition to, or different from, those that it now knows or believes to be true with respect to the matters released herein, and each Party agrees that the releases set forth in this Article 4 shall be and remain effective in all respects notwithstanding any such additional or different facts. Each Party has been advised by its own legal counsel regarding the effect and import of this Section 4.3 and has voluntarily agreed to its terms.
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 similar facts, circumstances, or subject matter as the Action. The Parties intend that, following the execution of this Agreement and the performance of the obligations set forth herein, there shall be no remaining claims, disputes, or controversies between the Parties with respect to the subject matter of the Action.
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 District of Texas a Joint Stipulation of Dismissal with Prejudice in substantially the form attached hereto as Exhibit A (the "Stipulation of Dismissal"). The Stipulation of Dismissal shall dismiss with prejudice all claims asserted by Pinnacle against VMS and all counterclaims asserted by VMS against Pinnacle in the Action, with each Party bearing its own attorneys' fees, costs, and expenses.
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 the dismissal, and the timely provision of any information or authorizations reasonably requested by the other Party or the Court.
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.
ARTICLE 6 — NO ADMISSION
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 this Agreement, shall be construed as, or deemed to be, or shall be used as, an admission or evidence of: (a) any infringement, liability, fault, or wrongdoing of any kind on the part of VMS or any VMS Released Party; (b) the validity, enforceability, or infringement of the '312 Patent or any other patent in the Pinnacle Patent Portfolio; (c) the invalidity or unenforceability of the '312 Patent or any other patent in the Pinnacle Patent Portfolio; or (d) the merit or lack of merit of any claim, counterclaim, defense, or affirmative defense asserted or that could have been asserted in the Action.
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 evidence of liability, wrongdoing, infringement, validity, invalidity, or the amount or appropriateness of any damages, except: (a) in a proceeding to enforce the terms and conditions of this Agreement; or (b) as otherwise required by applicable law, regulation, or order of a court of competent jurisdiction. The Parties intend that this provision shall be enforceable under Federal Rule of Evidence 408 and any analogous state or local rule of evidence.
ARTICLE 7 — CONFIDENTIALITY
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 confidential and shall not be disclosed, disseminated, published, or otherwise communicated to any third party, except as expressly provided in Section 7.2 below. The obligations of confidentiality set forth in this Section 7.1 shall survive the termination or expiration of this Agreement and shall continue in perpetuity.
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 confidentiality at least as protective as those set forth in this Article 7;
(b) in the case of VMS, to VMS's parent entities, equity holders, and board members, including, without limitation, Ridgeline Capital Partners Fund IV, LP and Ridgeline Capital Management, LLC, and their respective officers, directors, partners, members, managers, employees, and advisors, subject to obligations of confidentiality;
(c) in the case of Pinnacle, to Pinnacle's members, managers, and litigation funding sources, including, without limitation, Arcadia Litigation Finance, LP, and their respective officers, directors, partners, members, managers, employees, and advisors, subject to obligations of confidentiality;
(d) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other compulsory legal process (including, without limitation, securities regulations, financial reporting requirements, and tax audit or examination requirements), provided, however, that the disclosing Party shall, to the extent legally permissible, provide prompt written notice to the other Party of any such required disclosure and shall reasonably cooperate with the other Party's efforts to obtain a protective order or other appropriate remedy to limit the scope of such disclosure; and
(e) in connection with any judicial, arbitral, or administrative proceeding to enforce the terms and conditions of this Agreement.
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 any other specific financial or substantive terms of this Agreement in any such public disclosure without the prior written consent of the other Party, except as may be required by applicable law or regulation.
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, including temporary restraining orders, preliminary and permanent injunctive relief, and specific performance, in addition to any and all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.
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, and the consummation of the transactions and performance of the obligations contemplated hereby. Nothing in this Agreement shall be deemed to create any obligation on the part of either Party to reimburse or indemnify the other Party for any such fees, costs, expenses, or disbursements.
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 has all requisite limited liability company power and authority to own its assets, carry on its business as presently conducted, and execute, deliver, and perform this Agreement.
(b) Ownership of the '312 Patent. Pinnacle is the sole and exclusive owner of all right, title, and interest in and to the '312 Patent, free and clear of all liens, security interests, encumbrances, claims, charges, and third-party interests of any kind, except for the litigation funding arrangement between Pinnacle and Arcadia Litigation Finance, LP, which arrangement does not impair, restrict, or otherwise limit Pinnacle's authority to enter into this Agreement, grant the covenant not to sue set forth in Article 3, or grant the releases set forth in Article 4. Pinnacle has not granted any license under the '312 Patent to any third party that would conflict with or impair the rights and protections afforded to VMS under this Agreement.
(c) Authority. Pinnacle has full power, authority, and legal right to enter into this Agreement and to perform each and every obligation of Pinnacle hereunder, including, without limitation, the granting of the covenant not to sue set forth in Article 3 and the releases set forth in Article 4. No consent, approval, authorization, or order of any court, governmental agency, or other third party is required for Pinnacle's execution, delivery, and performance of this Agreement, except such consents as have been obtained prior to the Effective Date.
(d) Due Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Pinnacle, including, without limitation, the authorization and approval of Grayson Holt in his capacity as Managing Member of Pinnacle, in accordance with the Amended and Restated Operating Agreement of Pinnacle Innovations LLC.
(e) No Impairment. Pinnacle has not assigned, transferred, conveyed, licensed, pledged, hypothecated, or otherwise encumbered any rights in the '312 Patent or any other patent or patent application in the Pinnacle Patent Portfolio in a manner that would impair, diminish, or otherwise adversely affect the rights, protections, and benefits afforded to VMS and the other VMS Released Parties under this Agreement.
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 requisite corporate power and authority to own its assets, carry on its business as presently conducted, and execute, deliver, and perform this Agreement.
(b) Authority. VMS has full power, authority, and legal right to enter into this Agreement and to perform each and every obligation of VMS hereunder, including, without limitation, the payment of the Settlement Amount, the granting of the releases set forth in Article 4, and the dismissal of VMS's counterclaims in the Action. No consent, approval, authorization, or order of any court, governmental agency, or other third party is required for VMS's execution, delivery, and performance of this Agreement, except such consents as have been obtained prior to the Effective Date.
(c) Due Authorization. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of VMS, including, without limitation, approval by Ridgeline Capital Partners Fund IV, LP's board designee pursuant to Section 7.04(c) of the VMS Operating Agreement (as amended), which requires the prior written consent of the Ridgeline Capital Partners Fund IV, LP board designee for any settlement, compromise, or resolution of any litigation involving a payment or commitment by VMS in excess of Two Hundred Fifty Thousand Dollars ($250,000). Such written consent was duly executed on May 22, 2025, and signed by David Mercer on behalf of Ridgeline Capital Partners Fund IV, LP, and remains in full force and effect as of the Effective Date.
(d) Authorized Signatory. Rachel Nguyen, Vice President and Associate General Counsel of VMS, is duly authorized to execute this Agreement on behalf of VMS, and her signature shall be binding upon VMS for all purposes.
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 communications, whether oral or written, between the Parties relating to the subject matter hereof. No Party has relied upon any representation, warranty, promise, inducement, or statement of the other Party that is not expressly set forth in this Agreement.
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 amend or modify this Agreement.
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 federal law, including Title 35 of the United States Code.
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 unconditionally: (a) submits to the exclusive jurisdiction of such court for the purpose of any such dispute; (b) waives any objection to the laying of venue in such court; and (c) waives any claim that any action or proceeding brought in such court has been brought in an inconvenient forum. Service of process may be effected in any manner permitted by the Federal Rules of Civil Procedure or the rules of the United States District Court for the Eastern District of Texas.
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 withheld in such Party's sole and absolute discretion; provided, however, that VMS may, without the prior written consent of Pinnacle, assign its rights and obligations under this Agreement to (i) any Affiliate of VMS or (ii) any successor entity by merger, consolidation, reorganization, or sale of all or substantially all of the assets of VMS. Any purported assignment or transfer in violation of this Section 10.5 shall be null and void and of no force or effect.
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 negotiate in good faith a substitute provision that most nearly effects the Parties' original intent. It is the intention and agreement of the Parties that the provisions of this Agreement shall be enforceable to the fullest extent permitted by applicable law.
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 waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.
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 original ink signatures. This Agreement may be executed and delivered by electronic signature in compliance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001–7031) and applicable state law.
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, addressed as follows:
If to Pinnacle:
Pinnacle Innovations LLC 2700 E. Commerce Street, Suite 140 Tyler, Texas 75702
Attention: Grayson Holt, Managing Member
With a copy (which shall not constitute notice) to:
Whitfield & Gaines PLLC 100 Independence Place, Suite 2800 Tyler, Texas 75702
Attention: Nolan Whitfield, Esq.
If to VMS:
Vantage Mobility Systems Corp. 4200 Innovation Drive Auburn Hills, Michigan 48326
Attention: Rachel Nguyen, Vice President & Associate General Counsel
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Fountain Square, 11th Floor Detroit, Michigan 48226
Attention: Marcus Delgado, Esq.
Either Party may change its address for notice purposes by providing written notice of such change to the other Party in accordance with this Section 10.9. Notices delivered by hand or overnight courier shall be deemed received on the date of delivery. Notices sent by certified mail shall be deemed received on the third (3rd) business day after the date of mailing.
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 instrument to be drafted, and each Party hereby waives any right to assert any such presumption or rule in connection with the interpretation of this Agreement.
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 directly against Pinnacle and the Pinnacle Released Parties. Except as expressly set forth in the preceding sentence, this Agreement is not intended to, and shall not, confer upon any person or entity other than the Parties any rights, benefits, remedies, obligations, or liabilities of any kind whatsoever under or by reason of this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the date first written above.
PINNACLE INNOVATIONS LLC
By: ________
Name: Grayson Holt
Title: Managing Member
Date: June 4, 2025
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Rachel Nguyen
Title: Vice President & Associate General Counsel
Date: June 4, 2025
EXHIBIT A
FORM OF JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS TYLER DIVISION
JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
Plaintiff Pinnacle Innovations LLC ("Pinnacle") and Defendant Vantage Mobility Systems Corp. ("VMS"), by and through their respective undersigned counsel of record, hereby stipulate and agree as follows:
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@whitfieldgaines.com
Counsel for Plaintiff Pinnacle Innovations LLC
For Defendant Vantage Mobility Systems Corp.:
________________________________________
Marcus Delgado (admitted pro hac vice) CALDERWOOD & HARKNESS LLP One Fountain Square, 11th Floor Detroit, Michigan 48226 Telephone: (313) 555-8800 Facsimile: (313) 555-8801
Email: mdelgado@calderwoodharkness.com
Counsel for Defendant Vantage Mobility Systems Corp.
PROPOSED ORDER.  
Upon consideration of the foregoing Joint Stipulation of Dismissal with Prejudice filed by the parties, and good cause appearing therefor:
IT IS HEREBY ORDERED that all claims asserted by Plaintiff Pinnacle Innovations LLC against Defendant Vantage Mobility Systems Corp. in the above-captioned action are DISMISSED WITH PREJUDICE.
IT IS FURTHER ORDERED that all counterclaims asserted by Defendant Vantage Mobility Systems Corp. against Plaintiff Pinnacle Innovations LLC in the above-captioned action are DISMISSED WITH PREJUDICE.
IT IS FURTHER ORDERED that each Party shall bear its own attorneys' fees, costs, and expenses.
IT IS FURTHER ORDERED that the October 6, 2025 trial date and all remaining pretrial deadlines, discovery deadlines, and scheduling orders in this action are VACATED.
IT IS FURTHER ORDERED that the Clerk of the Court shall close this case and remove it from the Court's active docket.
IT IS SO ORDERED.
________________________________________
THE HONORABLE J. RODNEY GILSTRAP UNITED STATES DISTRICT JUDGE
Date: ________
PINNACLE INNOVATIONS LLC,
Plaintiff,
v. | Case No. 2:24-cv-00187-JRG
VANTAGE MOBILITY SYSTEMS CORP.,
Defendant. | Before the Honorable J. Rodney Gilstrap

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RECITALS

WHEREAS:

PINNACLE INNOVATIONS LLC

VANTAGE MOBILITY SYSTEMS CORP.

EXHIBIT A

FORM OF JOINT STIPULATION OF DISMISSAL WITH PREJUDICE

JOINT STIPULATION OF DISMISSAL WITH PREJUDICE

PROPOSED ORDER.

IT IS SO ORDERED.

THE HONORABLE J. RODNEY GILSTRAP UNITED STATES DISTRICT JUDGE

PINNACLE INNOVATIONS LLC,

VANTAGE MOBILITY SYSTEMS CORP.,

Record

Parties

Dates

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