1007-00006 · Vantage Mobility Systems Corp · Closing

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION AND ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

1 International Place, Suite 4100 Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201

Also at: 300 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Telephone: (312) 555-7400 Facsimile: (312) 555-7401

June 10, 2025

Via Email and Overnight Courier

Mr. Graham Ellersick Founder & Chief Executive Officer PulseLink Telematics, Inc. 7120 Kellner Parkway Dublin, Ohio 43017

With a copy to:

Catherine Okafor, Lead Partner Michael Brannan, Lead Associate Whitfield, Draper & Colón LLP 41 South High Street, Suite 2600 Columbus, Ohio 43215

Re: Bring-Down Due Diligence Confirmation — Stock Purchase Agreement dated as of June 6, 2025 (the "Agreement"), by and among Vantage Mobility Systems Corp. ("Buyer"), the Selling Stockholders party thereto (the "Selling Stockholders"), and PulseLink Telematics, Inc. (the "Company")

Matter Number: 1001-00004

Dear Mr. Ellersick:

1. Introduction and Purpose

Calderwood & Harkness LLP serves as legal counsel to Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), in connection with Buyer's acquisition of one hundred percent (100%) of the issued and outstanding capital stock of PulseLink Telematics, Inc., a Delaware corporation (the "Company"), pursuant to that certain Stock Purchase Agreement dated as of June 6, 2025 (together with all exhibits, schedules, and annexes thereto, the "Agreement"), by and among Buyer, the Selling Stockholders party thereto, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

As set forth in the Agreement, the aggregate purchase price for the acquisition is Thirty-Five Million Dollars ($35,000,000) in cash (the "Purchase Price"), payable at the Closing subject to customary working-capital adjustments as provided in Article II of the Agreement. The Closing is anticipated to occur on June 13, 2025 (the "Anticipated Closing Date"), which is three (3) business days from the date of this letter.

The purpose of this letter is to formally request, on behalf of Buyer and as a pre-closing bring-down due diligence measure, that the Company and the Selling Stockholders, acting through Graham Ellersick in his capacity as the Sellers' Representative under the Agreement, provide written confirmation of each of the matters set forth below. Specifically, we request confirmation that (a) no material changes have occurred with respect to the Company or its business, assets, operations, financial condition, or legal standing since the completion of our initial legal due diligence review and since the date of the Agreement, (b) the representations and warranties set forth in the Agreement remain true and correct in all material respects as of the date hereof, and (c) such representations and warranties will remain true and correct as of the Closing Date.

For reference, the initial legal due diligence review was conducted on behalf of Buyer by Calderwood & Harkness LLP based upon access to the electronic data room administered by the Company through Thackeray Solutions under the project designation "Beacon" (the "Data Room"). Access to the Data Room was first granted to Buyer's advisors on May 1, 2025, and the initial due diligence memorandum reflecting the findings of that review was completed and delivered to Buyer thereafter. This bring-down request is intended to supplement, and not to replace or limit, the initial due diligence review, and is made in anticipation of the satisfaction of all conditions precedent to Closing under the Agreement.

2. Scope of Initial Due Diligence Review

As context for the confirmations requested herein, we note that Calderwood & Harkness's initial legal due diligence review covered the following areas of the Company's business, affairs, and legal standing, among others. This summary is provided for reference purposes and is not intended to be exhaustive.

Corporate Organization and Good Standing. We reviewed the Company's Certificate of Incorporation (as amended), Bylaws, and certificates of good standing. The Company is organized as a corporation under the laws of the State of Delaware, bearing Delaware Division of Corporations File Number 6174829. The Company's principal office is located at 7120 Kellner Parkway, Dublin, Ohio 43017. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. We confirmed that the Company is in good standing in its state of incorporation and is qualified to do business in all jurisdictions in which such qualification is required.

Capitalization. We reviewed the Company's capitalization and confirmed the following: the Company's Certificate of Incorporation authorizes the issuance of 10,000,000 shares of common stock, par value $0.001 per share. As of the date of the Agreement, 7,480,000 shares of common stock are issued and outstanding. No shares of preferred stock are authorized or outstanding. There are no outstanding options, warrants, convertible securities, or other rights to acquire equity interests in the Company.

Selling Stockholder Ownership. We reviewed the stock ledger, stock certificates, and related documentation and confirmed ownership of the outstanding shares of common stock of the Company as follows:

Material Contracts. We reviewed the material contracts of the Company disclosed in the Data Room and identified in the Disclosure Schedules, including without limitation:

(i) Supply Agreement between the Company and Meridian Automotive Group, Inc., with an approximate annual contract value ("ACV") of $12.4 million, expiring December 31, 2027;

(ii) Supply Agreement between the Company and Trident Motor Corporation, with an approximate ACV of $8.7 million, expiring June 30, 2026, subject to a renewal option in favor of the parties;

(iii) Software Licensing & Services Agreement between the Company and Cascade Fleet Solutions LLC, with an approximate SaaS ACV of $3.1 million, expiring March 31, 2027;

(iv) Lease Agreement between the Company and Kellner Park Holdings LLC for the Company's principal office at 7120 Kellner Parkway, Dublin, Ohio 43017, providing for monthly rental payments of $38,500, with a term expiring August 31, 2029; and

(v) Engineering Services Agreement between the Company and Soluciones PulseLink de México, S. de R.L. de C.V. ("PulseLink México"), the Company's wholly owned Mexican subsidiary, which governs the provision of intercompany engineering and product development services.

intellectual Property Portfolio. We reviewed the Company's intellectual property portfolio, which comprises four (4) issued U.S. utility patents, two (2) pending U.S. patent applications, twelve (12) registered U.S. trademarks (including, without limitation, the PulseCore® and FleetIQ® marks), the Company's proprietary embedded firmware and SaaS codebase, and the key internet domain name www.pulselinktelematics.com. Our review, supplemented by findings from the third-party technology diligence consultant, did not identify any open-source license contamination affecting the proprietary codebase or any material encumbrances on the Company's intellectual property assets.

Financial Condition. We reviewed the audited financial statements of the Company for fiscal years 2022, 2023, and 2024, prepared by Hargrove & Lindt CPAs LLP, the Company's independent auditor. For the fiscal year ended December 31, 2024, the Company reported revenue of approximately $42.3 million and Adjusted EBITDA of approximately $5.9 million. We also reviewed interim unaudited financial information made available through the Data Room.

Employment Matters. We reviewed the Company's employment structure, agreements, and benefit arrangements. As of the date of the Agreement, the Company employs approximately 137 individuals, of whom 89 are based at the Dublin, Ohio principal office, 28 are based at the Guadalajara, Mexico engineering center, and 20 work remotely from various locations. Key personnel include Graham Ellersick (Founder & CEO), Priya Chandrasekaran (Chief Technology Officer), and Nathan Vosburg (Chief Operating Officer). We reviewed offer letters, employment agreements, equity compensation arrangements, employee benefit plans, and compliance with applicable federal, state, and local employment laws.

Mexican Subsidiary. We reviewed the organizational documents, regulatory filings, and material agreements of Soluciones PulseLink de México, S. de R.L. de C.V., a limited liability company (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico, with its registered office at Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico. PulseLink México operates as the Company's engineering center in Guadalajara and employs 28 personnel engaged primarily in embedded systems development and quality assurance activities.

Litigation and Regulatory Compliance. We conducted a review of litigation, claims, and regulatory matters affecting the Company. Our review did not identify any material pending or threatened litigation, arbitration, administrative proceedings, or governmental investigations involving the Company.

Real Property and Leases. We reviewed all lease agreements and real property interests of the Company, including the Kellner Parkway lease referenced above.

Tax Matters. We reviewed the Company's federal and state income tax returns for the three most recently filed tax years, its tax compliance history, and matters relevant to the joint election under Section 338(h)(10) of the Internal Revenue Code contemplated by Section 7.5 of the Agreement.

3. Requested Confirmations — Representations and Warranties

We respectfully request that the Company and the Selling Stockholders, acting through Graham Ellersick in his capacity as Sellers' Representative under the Agreement, confirm in writing each of the following:

3(a). Accuracy of Representations and Warranties

We request confirmation that the representations and warranties of the Selling Stockholders and the Company set forth in Articles III and IV of the Agreement are true and correct in all material respects as of the date of this letter and will be true and correct in all material respects as of the Closing Date, as though made on and as of such dates. With respect to any representation or warranty that is qualified by materiality or by reference to a Material Adverse Effect, we request confirmation that such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date of this letter and will be true and correct in all respects as of the Closing Date.

Representations and warranties that by their terms speak as of a specific date shall be confirmed as true and correct as of such specified date only.

We note that certain of the representations and warranties set forth in the Agreement are designated as "Fundamental Representations," including without limitation those pertaining to organizational authority and existence, the authority and enforceability of the Agreement, capitalization, and tax matters. Pursuant to Section 9.1(a) of the Agreement, the Fundamental Representations carry a survival period of sixty (60) months following the Closing Date, and the indemnification cap applicable to breaches of Fundamental Representations is equal to one hundred percent (100%) of the Purchase Price — i.e., Thirty-Five Million Dollars ($35,000,000). Given the extended survival period and the uncapped exposure associated with the Fundamental Representations, the continued accuracy of such representations is of particular importance to Buyer, and we request that the Sellers' Representative give specific attention to each Fundamental Representation in preparing the response to this letter.

3(b). No Material Adverse Change

We request confirmation that since December 31, 2024 (the date of the most recent audited financial statements of the Company) and since the date of the Agreement (June 6, 2025), there has been no event, change, occurrence, development, condition, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.1 of the Agreement) on the Company, its business, assets, liabilities, financial condition, results of operations, or prospects.

3(c). No Changes to Capitalization

We request confirmation that the capitalization of the Company remains as set forth in the Agreement and in the Disclosure Schedules delivered on the date of the Agreement. Specifically, we request confirmation that: (i) the Company's Certificate of Incorporation continues to authorize the issuance of 10,000,000 shares of common stock; (ii) there are 7,480,000 shares of common stock issued and outstanding; (iii) no shares of preferred stock are authorized or outstanding; and (iv) no additional shares, stock options, warrants, convertible securities, stock appreciation rights, phantom equity, profit interests, or other equity or equity-linked interests of any kind have been issued, granted, authorized, committed, or reserved for issuance since the date of the Agreement. We further request confirmation that no agreements or understandings have been entered into that would obligate the Company to issue, sell, or grant any of the foregoing.

3(d). No Undisclosed Liabilities

We request confirmation that the Company has not incurred any liabilities or obligations of any nature (whether absolute, accrued, contingent, determined, determinable, or otherwise) that are not reflected in the Disclosure Schedules delivered pursuant to the Agreement or in the Estimated Closing Statement, other than liabilities and obligations incurred in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Company. This request encompasses, without limitation, any off-balance-sheet liabilities, guarantees, indemnification obligations, or contingent liabilities that may have arisen since the date of the Agreement.

3(e). Compliance with Interim Operating Covenants

We request confirmation that the Company has operated the business in the ordinary course consistent with past practice since the date of the Agreement, and that the Company has complied in all material respects with the interim operating covenants set forth in Section 5.1 of the Agreement. Without limiting the generality of the foregoing, we request specific confirmation that:

(i) the Company has not entered into, consummated, or committed to any extraordinary transaction, including any merger, consolidation, acquisition, or disposition of material assets outside the ordinary course;

(ii) no material contract of the Company has been amended, modified, terminated, or waived except with the prior written consent of Buyer;

(iii) the Company has not made or committed to make any capital expenditure outside the ordinary course of business or in excess of the thresholds set forth in the Agreement;

(iv) no changes to employment arrangements outside the ordinary course have been made, including the hiring of new employees at a base salary in excess of $150,000, the adoption or amendment of employee benefit plans, or the granting of bonuses, severance, or retention payments not previously approved; and

(v) the Company has not taken any action that would cause the representations and warranties set forth in the Agreement to become untrue or inaccurate.

4. Requested Confirmations — Material Contracts and Business Relationships

4(a). Material Contracts

We request confirmation that no material contract of the Company has been terminated, materially amended, materially modified, or materially breached since the date of the initial due diligence review, and that no notice of termination, default, acceleration, or intent not to renew has been received or given with respect to any material contract. Without limiting the generality of the foregoing, we request that the Sellers' Representative specifically confirm that the following contracts remain in full force and effect, without material amendment, modification, or breach, and that no notice of termination, default, or intent not to renew has been received with respect thereto:

(i) Supply Agreement between the Company and Meridian Automotive Group, Inc. (approximately $12.4M ACV; expiring December 31, 2027);

(ii) Supply Agreement between the Company and Trident Motor Corporation (approximately $8.7M ACV; expiring June 30, 2026, with renewal option);

(iii) Software Licensing & Services Agreement between the Company and Cascade Fleet Solutions LLC (approximately $3.1M SaaS ACV; expiring March 31, 2027);

(iv) Lease Agreement between the Company and Kellner Park Holdings LLC for the premises at 7120 Kellner Parkway, Dublin, Ohio 43017 ($38,500/month; expiring August 31, 2029); and

(v) Engineering Services Agreement between the Company and Soluciones PulseLink de México, S. de R.L. de C.V. (intercompany).

We further request confirmation that, to the Company's knowledge, no counterparty to any material contract of the Company is in material breach or default thereunder.

4(b). Customer and Supplier Relationships

We request confirmation that no material customer or material supplier of the Company has provided the Company with any written or, to the Company's knowledge, oral notification of an intention to terminate, materially reduce, or materially alter its business relationship with the Company. For purposes of this request, "material customer" and "material supplier" include, without limitation, each customer and supplier identified in Section 3.20 of the Disclosure Schedules (Material Customers and Suppliers).

4(c). Intellectual Property

We request confirmation that no event has occurred since the date of the Agreement that would materially adversely affect the Company's intellectual property rights, including the Company's four (4) issued U.S. utility patents, two (2) pending U.S. patent applications, twelve (12) registered U.S. trademarks (including without limitation the PulseCore® and FleetIQ® marks), the Company's proprietary embedded firmware and SaaS codebase, and the key internet domain name www.pulselinktelematics.com.

We further request confirmation that: (i) no claim, demand, allegation, notice of infringement, cease and desist letter, or other communication challenging or threatening the Company's intellectual property rights has been received from any third party since the date of the Agreement; (ii) the Company has not become aware of any infringement, misappropriation, or unauthorized use of the Company's intellectual property by any third party; and (iii) no new open-source license compliance issues have been identified with respect to the Company's proprietary codebase, whether through the use of new open-source components or otherwise.

5. Requested Confirmations — Litigation and Regulatory

5(a). Litigation. We request confirmation that no action, suit, claim, proceeding, arbitration, demand, grievance, or governmental investigation has been commenced, threatened (whether in writing or, to the Company's knowledge, orally), or become pending against the Company or against any of its directors, officers, or employees in their capacities as such, since the date of the Agreement. We further request confirmation that no facts or circumstances have arisen that would reasonably be expected to give rise to any such action, suit, claim, proceeding, arbitration, demand, grievance, or governmental investigation.

5(b). Regulatory and Governmental

We request confirmation that: (i) no order, decree, ruling, judgment, injunction, writ, or other directive has been issued, entered, or, to the Company's knowledge, threatened by any governmental authority, court, or regulatory body that would restrain, prohibit, or materially delay the consummation of the transactions contemplated by the Agreement; and (ii) no material regulatory noncompliance has been identified, alleged, or discovered with respect to the Company or its operations, whether by any governmental authority, self-regulatory organization, or internal compliance review, since the date of the Agreement. This includes, without limitation, compliance with applicable federal and state data privacy and security laws, motor vehicle safety regulations, and export control requirements.

6. Requested Confirmations — Financial Matters

6(a). Financial Condition

We request confirmation that the financial condition of the Company has not materially deteriorated since the date of the most recent financial statements reviewed in connection with our due diligence. For these purposes, the relevant financial statements are the audited financial statements for the fiscal year ended December 31, 2024, prepared by Hargrove & Lindt CPAs LLP, as well as the interim unaudited financial information provided through the Data Room.

In addition, we request confirmation that the Estimated Net Working Capital of the Company as set forth in the Estimated Closing Statement delivered pursuant to Section 2.3 of the Agreement, in the amount of $5,040,000, as compared to the Target Net Working Capital of $4,800,000, continues to fairly represent the Company's estimated net working capital position as of the Anticipated Closing Date. If there has been any material change in the Company's net working capital position since the delivery of the Estimated Closing Statement, we request that such changes be identified with specificity. For the avoidance of doubt, the foregoing does not limit or modify the post-closing working capital adjustment procedures set forth in Section 2.4 of the Agreement.

6(b). Tax Matters

We request confirmation that: (i) no tax audit, examination, assessment, deficiency notice, proposed adjustment, or proceeding has been commenced or, to the Company's knowledge, threatened by any taxing authority against the Company since the date of the Agreement; (ii) the Company remains eligible for, and has taken no action that would impair the ability of Buyer and the Selling Stockholders to make, the joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the corresponding elections under applicable state and local tax laws, as contemplated by Section 7.5 of the Agreement; and (iii) no pre-closing tax liabilities have arisen other than in the ordinary course of business consistent with past practice. We further request confirmation that all material tax returns required to be filed by the Company since the date of the Agreement have been timely filed, and all material taxes due and payable have been timely paid.

7. Requested Confirmations — Employee Matters

We request confirmation that no material change has occurred in the Company's workforce since the date of the Agreement. Specifically, we request confirmation that:

(i) no key employee of the Company has been terminated, has resigned, or has notified the Company of an intention to resign, including without limitation Graham Ellersick (Founder & CEO), Priya Chandrasekaran (CTO), and Nathan Vosburg (COO);

(ii) no new employment agreements, consulting agreements, severance arrangements, retention agreements, change-in-control agreements, or material amendments to existing employment or compensation arrangements have been entered into or adopted outside the ordinary course of business since the date of the Agreement;

(iii) no material amendments to employee benefit plans, including health insurance, retirement, or equity incentive plans, have been adopted or proposed since the date of the Agreement; and

(iv) the post-closing employment, retention, and non-competition agreements contemplated by the Agreement remain on track for execution at or prior to Closing, including: (A) the employment agreement with Graham Ellersick providing for a base annual salary of $340,000; (B) the retention agreement with Priya Chandrasekaran providing for a retention bonus of $180,000; (C) the employment agreement with Nathan Vosburg providing for a base annual salary of $260,000; and (D) the non-competition and non-solicitation agreements to be executed by each Selling Stockholder holding five percent (5%) or more of the outstanding shares of the Company immediately prior to Closing.

8. Requested Confirmations — Mexican Subsidiary

We request confirmation that no material change has occurred with respect to Soluciones PulseLink de México, S. de R.L. de C.V. since the date of the Agreement. Without limiting the generality of the foregoing, we request specific confirmation that:

(i) the operations of PulseLink México, including its engineering center located in Guadalajara, Mexico, continue in the ordinary course consistent with past practice;

(ii) the workforce of PulseLink México remains at or near 28 personnel, and no material terminations, layoffs, or departures have occurred;

(iii) the intercompany Engineering Services Agreement between the Company and PulseLink México remains in full force and effect, without material amendment, modification, or breach;

(iv) no regulatory, tax, labor, or legal proceeding has been commenced or, to the knowledge of the Company, threatened against PulseLink México by any Mexican governmental authority or third party; and

(v) PulseLink México remains in compliance in all material respects with all applicable Mexican federal and state laws and regulations, including laws related to employment, tax, social security (IMSS), housing fund (INFONAVIT), and data privacy.

9. Requested Confirmations — Disclosure Schedules

We request confirmation that no event, development, or circumstance has arisen since the date of the Agreement that would require a supplement or amendment to any of the Disclosure Schedules delivered pursuant to the Agreement in order to make such Disclosure Schedules accurate and complete as of the Closing Date. We make this request with respect to each and every Disclosure Schedule delivered in connection with the Agreement, without limitation.

If any event, development, or circumstance has arisen that would require a supplement or amendment to any Disclosure Schedule, we request that the Company and the Sellers' Representative deliver a written supplement to Buyer and its counsel identifying all such updates with specificity, including a description of the relevant facts and circumstances, the Disclosure Schedule(s) affected, and the representations and warranties to which such supplement relates. Any such supplement should be prepared and delivered in accordance with the procedures and limitations set forth in Section 5.4 of the Agreement, and Buyer reserves all rights with respect to any such supplement, including the right to determine whether the matters disclosed therein constitute or give rise to a failure of any closing condition under the Agreement.

10. Form of Response and Timing

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

Deadline for Response. We request that the response be delivered no later than 5:00 p.m. Eastern Time on June 12, 2025, which is one (1) business day prior to the Anticipated Closing Date of June 13, 2025. Timely delivery of the response is essential to permit Buyer and its counsel to complete the final pre-closing review and to confirm the satisfaction of all conditions precedent to Closing.

Delivery Instructions. The response should be delivered as follows:

By Email:

Sandra Tung, Partner — stung@calderwoodharkness.com Naomi Petersen, Associate — npetersen@calderwoodharkness.com

By Overnight Courier (Hard Copy):

Calderwood & Harkness LLP 1 International Place, Suite 4100 Boston, Massachusetts 02110

Attention: Sandra Tung / Naomi Petersen

Reference: Matter No. 1001-00004

Consequences of Failure to Respond. We wish to make clear that a negative response, an incomplete response, a response that qualifies or conditions any of the requested confirmations, or a failure to respond by the deadline set forth above, will not be treated as a confirmation of any of the matters set forth in this letter. In any such event, Buyer expressly reserves all of its rights and remedies under the Agreement, at law, and in equity, including without limitation the right to refuse to consummate the Closing if any condition to Closing set forth in Article VI of the Agreement has not been satisfied or waived in accordance with the terms thereof.

11. Reservation of Rights

Nothing in this letter, and nothing in any response delivered by the Company or the Sellers' Representative in response hereto, shall be deemed to limit, modify, amend, supplement, waive, or otherwise alter any of the representations, warranties, covenants, agreements, or indemnification obligations of any party set forth in the Agreement. This letter is intended as a pre-closing due diligence measure and supplemental confirmation request, and is not a condition to Closing.

Without limiting the generality of the foregoing, Buyer's right to rely on the representations and warranties contained in the Agreement, and Buyer's rights to indemnification in respect of any breach or inaccuracy of such representations and warranties, are not diminished, expanded, or otherwise affected by this bring-down request or by any response thereto. Buyer's indemnification rights under the Agreement remain as set forth therein, including without limitation:

(i) the indemnification cap of Seven Million Seven Hundred Thousand Dollars ($7,700,000) applicable to breaches of general representations and warranties;

(ii) the escrow of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), to be deposited with Pinnacle Trust Company, N.A. as escrow agent, and held for a period of eighteen (18) months following the Closing Date, as security for indemnification claims;

(iii) the indemnification basket (threshold) of Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500);

(iv) the indemnification cap of Thirty-Five Million Dollars ($35,000,000) (equal to the Purchase Price) applicable to breaches of Fundamental Representations;

(v) the survival period of eighteen (18) months following the Closing Date for general representations and warranties;

(vi) the survival period of sixty (60) months following the Closing Date for Fundamental Representations; and

(vii) the survival period for tax representations equal to the longer of (A) sixty (60) months following the Closing Date and (B) ninety (90) days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof).

Buyer further reserves all of its rights under the representations and warranties insurance policy issued by Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382, with a policy limit of $7,700,000) with respect to any breach or inaccuracy of representations and warranties made by the Company or the Selling Stockholders in the Agreement. Nothing in this letter or any response thereto shall be deemed to affect, limit, or waive any coverage or rights under such policy.

12. Confidentiality

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

This letter constitutes a privileged and confidential attorney-client communication and attorney work product of Calderwood & Harkness LLP prepared at the direction and for the benefit of Vantage Mobility Systems Corp. in connection with the transactions contemplated by the Agreement. No waiver of any applicable privilege is intended or shall be inferred by the delivery of this letter to the Company, the Sellers' Representative, or their counsel.

We appreciate the Company's and the Selling Stockholders' cooperation in connection with this request. We believe that the prompt delivery of the requested confirmations will facilitate a smooth and timely Closing on June 13, 2025 for the benefit of all parties. Should you or your counsel have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the telephone numbers or email addresses listed below.

We look forward to receiving your response by 5:00 p.m. Eastern Time on June 12, 2025.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Sandra Tung Partner Telephone: (617) 555-8244

Email: stung@calderwoodharkness.com

By: ________

Naomi Petersen Associate Telephone: (617) 555-8271

Email: npetersen@calderwoodharkness.com

On behalf of Vantage Mobility Systems Corp.

cc (via email):

Marcus Reinholt, Chief Executive Officer, Vantage Mobility Systems Corp.

Derek Winslow, General Counsel, Vantage Mobility Systems Corp.

Tara Nishimura, Vice President, Corporate Development, Vantage Mobility Systems Corp.

Janine Calloway, Chief Financial Officer, Vantage Mobility Systems Corp.

Oliver Mackenzie, Billing Partner, Calderwood & Harkness LLP

Ryan Kowalski, Associate, Calderwood & Harkness LLP

Enclosures: None. This letter references the Stock Purchase Agreement dated as of June 6, 2025, and the Disclosure Schedules delivered in connection therewith, by date, but does not enclose copies of such documents.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION AND ATTORNEY WORK PRODUCT Calderwood & Harkness LLP	Matter No. 1001-00004
Selling Stockholder	Shares Held	Percentage Ownership
Graham Ellersick	3,290,000	43.98%
Priya Chandrasekaran	748,000	10.00%
Nathan Vosburg	374,000	5.00%
Clearwater Ventures II, L.P.	1,870,000	25.00%
All Other Holders (collectively)	1,198,000	16.02%
Total	7,480,000	100.00%

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION AND ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
1 International Place, Suite 4100 Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201
Also at: 300 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Telephone: (312) 555-7400 Facsimile: (312) 555-7401
June 10, 2025
Via Email and Overnight Courier
Mr. Graham Ellersick Founder & Chief Executive Officer PulseLink Telematics, Inc. 7120 Kellner Parkway Dublin, Ohio 43017
With a copy to:
Catherine Okafor, Lead Partner Michael Brannan, Lead Associate Whitfield, Draper & Colón LLP 41 South High Street, Suite 2600 Columbus, Ohio 43215
Re: Bring-Down Due Diligence Confirmation — Stock Purchase Agreement dated as of June 6, 2025 (the "Agreement"), by and among Vantage Mobility Systems Corp. ("Buyer"), the Selling Stockholders party thereto (the "Selling Stockholders"), and PulseLink Telematics, Inc. (the "Company")
Matter Number: 1001-00004
Dear Mr. Ellersick:
1. Introduction and Purpose
Calderwood & Harkness LLP serves as legal counsel to Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), in connection with Buyer's acquisition of one hundred percent (100%) of the issued and outstanding capital stock of PulseLink Telematics, Inc., a Delaware corporation (the "Company"), pursuant to that certain Stock Purchase Agreement dated as of June 6, 2025 (together with all exhibits, schedules, and annexes thereto, the "Agreement"), by and among Buyer, the Selling Stockholders party thereto, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
As set forth in the Agreement, the aggregate purchase price for the acquisition is Thirty-Five Million Dollars ($35,000,000) in cash (the "Purchase Price"), payable at the Closing subject to customary working-capital adjustments as provided in Article II of the Agreement. The Closing is anticipated to occur on June 13, 2025 (the "Anticipated Closing Date"), which is three (3) business days from the date of this letter.
The purpose of this letter is to formally request, on behalf of Buyer and as a pre-closing bring-down due diligence measure, that the Company and the Selling Stockholders, acting through Graham Ellersick in his capacity as the Sellers' Representative under the Agreement, provide written confirmation of each of the matters set forth below. Specifically, we request confirmation that (a) no material changes have occurred with respect to the Company or its business, assets, operations, financial condition, or legal standing since the completion of our initial legal due diligence review and since the date of the Agreement, (b) the representations and warranties set forth in the Agreement remain true and correct in all material respects as of the date hereof, and (c) such representations and warranties will remain true and correct as of the Closing Date.
For reference, the initial legal due diligence review was conducted on behalf of Buyer by Calderwood & Harkness LLP based upon access to the electronic data room administered by the Company through Thackeray Solutions under the project designation "Beacon" (the "Data Room"). Access to the Data Room was first granted to Buyer's advisors on May 1, 2025, and the initial due diligence memorandum reflecting the findings of that review was completed and delivered to Buyer thereafter. This bring-down request is intended to supplement, and not to replace or limit, the initial due diligence review, and is made in anticipation of the satisfaction of all conditions precedent to Closing under the Agreement.
2. Scope of Initial Due Diligence Review
As context for the confirmations requested herein, we note that Calderwood & Harkness's initial legal due diligence review covered the following areas of the Company's business, affairs, and legal standing, among others. This summary is provided for reference purposes and is not intended to be exhaustive.
Corporate Organization and Good Standing. We reviewed the Company's Certificate of Incorporation (as amended), Bylaws, and certificates of good standing. The Company is organized as a corporation under the laws of the State of Delaware, bearing Delaware Division of Corporations File Number 6174829. The Company's principal office is located at 7120 Kellner Parkway, Dublin, Ohio 43017. The Company's registered agent in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. We confirmed that the Company is in good standing in its state of incorporation and is qualified to do business in all jurisdictions in which such qualification is required.
Capitalization. We reviewed the Company's capitalization and confirmed the following: the Company's Certificate of Incorporation authorizes the issuance of 10,000,000 shares of common stock, par value $0.001 per share. As of the date of the Agreement, 7,480,000 shares of common stock are issued and outstanding. No shares of preferred stock are authorized or outstanding. There are no outstanding options, warrants, convertible securities, or other rights to acquire equity interests in the Company.
Selling Stockholder Ownership. We reviewed the stock ledger, stock certificates, and related documentation and confirmed ownership of the outstanding shares of common stock of the Company as follows:
Material Contracts. We reviewed the material contracts of the Company disclosed in the Data Room and identified in the Disclosure Schedules, including without limitation:
(i) Supply Agreement between the Company and Meridian Automotive Group, Inc., with an approximate annual contract value ("ACV") of $12.4 million, expiring December 31, 2027;
(ii) Supply Agreement between the Company and Trident Motor Corporation, with an approximate ACV of $8.7 million, expiring June 30, 2026, subject to a renewal option in favor of the parties;
(iii) Software Licensing & Services Agreement between the Company and Cascade Fleet Solutions LLC, with an approximate SaaS ACV of $3.1 million, expiring March 31, 2027;
(iv) Lease Agreement between the Company and Kellner Park Holdings LLC for the Company's principal office at 7120 Kellner Parkway, Dublin, Ohio 43017, providing for monthly rental payments of $38,500, with a term expiring August 31, 2029; and
(v) Engineering Services Agreement between the Company and Soluciones PulseLink de México, S. de R.L. de C.V. ("PulseLink México"), the Company's wholly owned Mexican subsidiary, which governs the provision of intercompany engineering and product development services.
intellectual Property Portfolio. We reviewed the Company's intellectual property portfolio, which comprises four (4) issued U.S. utility patents, two (2) pending U.S. patent applications, twelve (12) registered U.S. trademarks (including, without limitation, the PulseCore® and FleetIQ® marks), the Company's proprietary embedded firmware and SaaS codebase, and the key internet domain name www.pulselinktelematics.com. Our review, supplemented by findings from the third-party technology diligence consultant, did not identify any open-source license contamination affecting the proprietary codebase or any material encumbrances on the Company's intellectual property assets.
Financial Condition. We reviewed the audited financial statements of the Company for fiscal years 2022, 2023, and 2024, prepared by Hargrove & Lindt CPAs LLP, the Company's independent auditor. For the fiscal year ended December 31, 2024, the Company reported revenue of approximately $42.3 million and Adjusted EBITDA of approximately $5.9 million. We also reviewed interim unaudited financial information made available through the Data Room.
Employment Matters. We reviewed the Company's employment structure, agreements, and benefit arrangements. As of the date of the Agreement, the Company employs approximately 137 individuals, of whom 89 are based at the Dublin, Ohio principal office, 28 are based at the Guadalajara, Mexico engineering center, and 20 work remotely from various locations. Key personnel include Graham Ellersick (Founder & CEO), Priya Chandrasekaran (Chief Technology Officer), and Nathan Vosburg (Chief Operating Officer). We reviewed offer letters, employment agreements, equity compensation arrangements, employee benefit plans, and compliance with applicable federal, state, and local employment laws.
Mexican Subsidiary. We reviewed the organizational documents, regulatory filings, and material agreements of Soluciones PulseLink de México, S. de R.L. de C.V., a limited liability company (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico, with its registered office at Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico. PulseLink México operates as the Company's engineering center in Guadalajara and employs 28 personnel engaged primarily in embedded systems development and quality assurance activities.
Litigation and Regulatory Compliance. We conducted a review of litigation, claims, and regulatory matters affecting the Company. Our review did not identify any material pending or threatened litigation, arbitration, administrative proceedings, or governmental investigations involving the Company.
Real Property and Leases. We reviewed all lease agreements and real property interests of the Company, including the Kellner Parkway lease referenced above.
Tax Matters. We reviewed the Company's federal and state income tax returns for the three most recently filed tax years, its tax compliance history, and matters relevant to the joint election under Section 338(h)(10) of the Internal Revenue Code contemplated by Section 7.5 of the Agreement.
3. Requested Confirmations — Representations and Warranties
We respectfully request that the Company and the Selling Stockholders, acting through Graham Ellersick in his capacity as Sellers' Representative under the Agreement, confirm in writing each of the following:
3(a). Accuracy of Representations and Warranties
We request confirmation that the representations and warranties of the Selling Stockholders and the Company set forth in Articles III and IV of the Agreement are true and correct in all material respects as of the date of this letter and will be true and correct in all material respects as of the Closing Date, as though made on and as of such dates. With respect to any representation or warranty that is qualified by materiality or by reference to a Material Adverse Effect, we request confirmation that such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date of this letter and will be true and correct in all respects as of the Closing Date.
Representations and warranties that by their terms speak as of a specific date shall be confirmed as true and correct as of such specified date only.
We note that certain of the representations and warranties set forth in the Agreement are designated as "Fundamental Representations," including without limitation those pertaining to organizational authority and existence, the authority and enforceability of the Agreement, capitalization, and tax matters. Pursuant to Section 9.1(a) of the Agreement, the Fundamental Representations carry a survival period of sixty (60) months following the Closing Date, and the indemnification cap applicable to breaches of Fundamental Representations is equal to one hundred percent (100%) of the Purchase Price — i.e., Thirty-Five Million Dollars ($35,000,000). Given the extended survival period and the uncapped exposure associated with the Fundamental Representations, the continued accuracy of such representations is of particular importance to Buyer, and we request that the Sellers' Representative give specific attention to each Fundamental Representation in preparing the response to this letter.
3(b). No Material Adverse Change
We request confirmation that since December 31, 2024 (the date of the most recent audited financial statements of the Company) and since the date of the Agreement (June 6, 2025), there has been no event, change, occurrence, development, condition, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.1 of the Agreement) on the Company, its business, assets, liabilities, financial condition, results of operations, or prospects.
3(c). No Changes to Capitalization
We request confirmation that the capitalization of the Company remains as set forth in the Agreement and in the Disclosure Schedules delivered on the date of the Agreement. Specifically, we request confirmation that: (i) the Company's Certificate of Incorporation continues to authorize the issuance of 10,000,000 shares of common stock; (ii) there are 7,480,000 shares of common stock issued and outstanding; (iii) no shares of preferred stock are authorized or outstanding; and (iv) no additional shares, stock options, warrants, convertible securities, stock appreciation rights, phantom equity, profit interests, or other equity or equity-linked interests of any kind have been issued, granted, authorized, committed, or reserved for issuance since the date of the Agreement. We further request confirmation that no agreements or understandings have been entered into that would obligate the Company to issue, sell, or grant any of the foregoing.
3(d). No Undisclosed Liabilities
We request confirmation that the Company has not incurred any liabilities or obligations of any nature (whether absolute, accrued, contingent, determined, determinable, or otherwise) that are not reflected in the Disclosure Schedules delivered pursuant to the Agreement or in the Estimated Closing Statement, other than liabilities and obligations incurred in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Company. This request encompasses, without limitation, any off-balance-sheet liabilities, guarantees, indemnification obligations, or contingent liabilities that may have arisen since the date of the Agreement.
3(e). Compliance with Interim Operating Covenants
We request confirmation that the Company has operated the business in the ordinary course consistent with past practice since the date of the Agreement, and that the Company has complied in all material respects with the interim operating covenants set forth in Section 5.1 of the Agreement. Without limiting the generality of the foregoing, we request specific confirmation that:
(i) the Company has not entered into, consummated, or committed to any extraordinary transaction, including any merger, consolidation, acquisition, or disposition of material assets outside the ordinary course;
(ii) no material contract of the Company has been amended, modified, terminated, or waived except with the prior written consent of Buyer;
(iii) the Company has not made or committed to make any capital expenditure outside the ordinary course of business or in excess of the thresholds set forth in the Agreement;
(iv) no changes to employment arrangements outside the ordinary course have been made, including the hiring of new employees at a base salary in excess of $150,000, the adoption or amendment of employee benefit plans, or the granting of bonuses, severance, or retention payments not previously approved; and
(v) the Company has not taken any action that would cause the representations and warranties set forth in the Agreement to become untrue or inaccurate.
4. Requested Confirmations — Material Contracts and Business Relationships
4(a). Material Contracts
We request confirmation that no material contract of the Company has been terminated, materially amended, materially modified, or materially breached since the date of the initial due diligence review, and that no notice of termination, default, acceleration, or intent not to renew has been received or given with respect to any material contract. Without limiting the generality of the foregoing, we request that the Sellers' Representative specifically confirm that the following contracts remain in full force and effect, without material amendment, modification, or breach, and that no notice of termination, default, or intent not to renew has been received with respect thereto:
(i) Supply Agreement between the Company and Meridian Automotive Group, Inc. (approximately $12.4M ACV; expiring December 31, 2027);
(ii) Supply Agreement between the Company and Trident Motor Corporation (approximately $8.7M ACV; expiring June 30, 2026, with renewal option);
(iii) Software Licensing & Services Agreement between the Company and Cascade Fleet Solutions LLC (approximately $3.1M SaaS ACV; expiring March 31, 2027);
(iv) Lease Agreement between the Company and Kellner Park Holdings LLC for the premises at 7120 Kellner Parkway, Dublin, Ohio 43017 ($38,500/month; expiring August 31, 2029); and
(v) Engineering Services Agreement between the Company and Soluciones PulseLink de México, S. de R.L. de C.V. (intercompany).
We further request confirmation that, to the Company's knowledge, no counterparty to any material contract of the Company is in material breach or default thereunder.
4(b). Customer and Supplier Relationships
We request confirmation that no material customer or material supplier of the Company has provided the Company with any written or, to the Company's knowledge, oral notification of an intention to terminate, materially reduce, or materially alter its business relationship with the Company. For purposes of this request, "material customer" and "material supplier" include, without limitation, each customer and supplier identified in Section 3.20 of the Disclosure Schedules (Material Customers and Suppliers).
4(c). Intellectual Property
We request confirmation that no event has occurred since the date of the Agreement that would materially adversely affect the Company's intellectual property rights, including the Company's four (4) issued U.S. utility patents, two (2) pending U.S. patent applications, twelve (12) registered U.S. trademarks (including without limitation the PulseCore® and FleetIQ® marks), the Company's proprietary embedded firmware and SaaS codebase, and the key internet domain name www.pulselinktelematics.com.
We further request confirmation that: (i) no claim, demand, allegation, notice of infringement, cease and desist letter, or other communication challenging or threatening the Company's intellectual property rights has been received from any third party since the date of the Agreement; (ii) the Company has not become aware of any infringement, misappropriation, or unauthorized use of the Company's intellectual property by any third party; and (iii) no new open-source license compliance issues have been identified with respect to the Company's proprietary codebase, whether through the use of new open-source components or otherwise.
5. Requested Confirmations — Litigation and Regulatory
5(a). Litigation. We request confirmation that no action, suit, claim, proceeding, arbitration, demand, grievance, or governmental investigation has been commenced, threatened (whether in writing or, to the Company's knowledge, orally), or become pending against the Company or against any of its directors, officers, or employees in their capacities as such, since the date of the Agreement. We further request confirmation that no facts or circumstances have arisen that would reasonably be expected to give rise to any such action, suit, claim, proceeding, arbitration, demand, grievance, or governmental investigation.
5(b). Regulatory and Governmental
We request confirmation that: (i) no order, decree, ruling, judgment, injunction, writ, or other directive has been issued, entered, or, to the Company's knowledge, threatened by any governmental authority, court, or regulatory body that would restrain, prohibit, or materially delay the consummation of the transactions contemplated by the Agreement; and (ii) no material regulatory noncompliance has been identified, alleged, or discovered with respect to the Company or its operations, whether by any governmental authority, self-regulatory organization, or internal compliance review, since the date of the Agreement. This includes, without limitation, compliance with applicable federal and state data privacy and security laws, motor vehicle safety regulations, and export control requirements.
6. Requested Confirmations — Financial Matters
6(a). Financial Condition
We request confirmation that the financial condition of the Company has not materially deteriorated since the date of the most recent financial statements reviewed in connection with our due diligence. For these purposes, the relevant financial statements are the audited financial statements for the fiscal year ended December 31, 2024, prepared by Hargrove & Lindt CPAs LLP, as well as the interim unaudited financial information provided through the Data Room.
In addition, we request confirmation that the Estimated Net Working Capital of the Company as set forth in the Estimated Closing Statement delivered pursuant to Section 2.3 of the Agreement, in the amount of $5,040,000, as compared to the Target Net Working Capital of $4,800,000, continues to fairly represent the Company's estimated net working capital position as of the Anticipated Closing Date. If there has been any material change in the Company's net working capital position since the delivery of the Estimated Closing Statement, we request that such changes be identified with specificity. For the avoidance of doubt, the foregoing does not limit or modify the post-closing working capital adjustment procedures set forth in Section 2.4 of the Agreement.
6(b). Tax Matters
We request confirmation that: (i) no tax audit, examination, assessment, deficiency notice, proposed adjustment, or proceeding has been commenced or, to the Company's knowledge, threatened by any taxing authority against the Company since the date of the Agreement; (ii) the Company remains eligible for, and has taken no action that would impair the ability of Buyer and the Selling Stockholders to make, the joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the corresponding elections under applicable state and local tax laws, as contemplated by Section 7.5 of the Agreement; and (iii) no pre-closing tax liabilities have arisen other than in the ordinary course of business consistent with past practice. We further request confirmation that all material tax returns required to be filed by the Company since the date of the Agreement have been timely filed, and all material taxes due and payable have been timely paid.
7. Requested Confirmations — Employee Matters
We request confirmation that no material change has occurred in the Company's workforce since the date of the Agreement. Specifically, we request confirmation that:
(i) no key employee of the Company has been terminated, has resigned, or has notified the Company of an intention to resign, including without limitation Graham Ellersick (Founder & CEO), Priya Chandrasekaran (CTO), and Nathan Vosburg (COO);
(ii) no new employment agreements, consulting agreements, severance arrangements, retention agreements, change-in-control agreements, or material amendments to existing employment or compensation arrangements have been entered into or adopted outside the ordinary course of business since the date of the Agreement;
(iii) no material amendments to employee benefit plans, including health insurance, retirement, or equity incentive plans, have been adopted or proposed since the date of the Agreement; and
(iv) the post-closing employment, retention, and non-competition agreements contemplated by the Agreement remain on track for execution at or prior to Closing, including: (A) the employment agreement with Graham Ellersick providing for a base annual salary of $340,000; (B) the retention agreement with Priya Chandrasekaran providing for a retention bonus of $180,000; (C) the employment agreement with Nathan Vosburg providing for a base annual salary of $260,000; and (D) the non-competition and non-solicitation agreements to be executed by each Selling Stockholder holding five percent (5%) or more of the outstanding shares of the Company immediately prior to Closing.
8. Requested Confirmations — Mexican Subsidiary
We request confirmation that no material change has occurred with respect to Soluciones PulseLink de México, S. de R.L. de C.V. since the date of the Agreement. Without limiting the generality of the foregoing, we request specific confirmation that:
(i) the operations of PulseLink México, including its engineering center located in Guadalajara, Mexico, continue in the ordinary course consistent with past practice;
(ii) the workforce of PulseLink México remains at or near 28 personnel, and no material terminations, layoffs, or departures have occurred;
(iii) the intercompany Engineering Services Agreement between the Company and PulseLink México remains in full force and effect, without material amendment, modification, or breach;
(iv) no regulatory, tax, labor, or legal proceeding has been commenced or, to the knowledge of the Company, threatened against PulseLink México by any Mexican governmental authority or third party; and
(v) PulseLink México remains in compliance in all material respects with all applicable Mexican federal and state laws and regulations, including laws related to employment, tax, social security (IMSS), housing fund (INFONAVIT), and data privacy.
9. Requested Confirmations — Disclosure Schedules
We request confirmation that no event, development, or circumstance has arisen since the date of the Agreement that would require a supplement or amendment to any of the Disclosure Schedules delivered pursuant to the Agreement in order to make such Disclosure Schedules accurate and complete as of the Closing Date. We make this request with respect to each and every Disclosure Schedule delivered in connection with the Agreement, without limitation.
If any event, development, or circumstance has arisen that would require a supplement or amendment to any Disclosure Schedule, we request that the Company and the Sellers' Representative deliver a written supplement to Buyer and its counsel identifying all such updates with specificity, including a description of the relevant facts and circumstances, the Disclosure Schedule(s) affected, and the representations and warranties to which such supplement relates. Any such supplement should be prepared and delivered in accordance with the procedures and limitations set forth in Section 5.4 of the Agreement, and Buyer reserves all rights with respect to any such supplement, including the right to determine whether the matters disclosed therein constitute or give rise to a failure of any closing condition under the Agreement.
10. Form of Response and Timing
We request that the response to this letter be delivered in writing, on PulseLink Telematics, Inc. letterhead, duly executed by Graham Ellersick in his dual capacity as Sellers' Representative under the Agreement and as Founder and Chief Executive Officer of PulseLink Telematics, Inc. To the extent that the response addresses matters relating to PulseLink México, we request that Mr. Ellersick confirm that the response is made on behalf of PulseLink México as well.
Deadline for Response. We request that the response be delivered no later than 5:00 p.m. Eastern Time on June 12, 2025, which is one (1) business day prior to the Anticipated Closing Date of June 13, 2025. Timely delivery of the response is essential to permit Buyer and its counsel to complete the final pre-closing review and to confirm the satisfaction of all conditions precedent to Closing.
Delivery Instructions. The response should be delivered as follows:
By Email:
Sandra Tung, Partner — stung@calderwoodharkness.com Naomi Petersen, Associate — npetersen@calderwoodharkness.com
By Overnight Courier (Hard Copy):
Calderwood & Harkness LLP 1 International Place, Suite 4100 Boston, Massachusetts 02110
Attention: Sandra Tung / Naomi Petersen
Reference: Matter No. 1001-00004
Consequences of Failure to Respond. We wish to make clear that a negative response, an incomplete response, a response that qualifies or conditions any of the requested confirmations, or a failure to respond by the deadline set forth above, will not be treated as a confirmation of any of the matters set forth in this letter. In any such event, Buyer expressly reserves all of its rights and remedies under the Agreement, at law, and in equity, including without limitation the right to refuse to consummate the Closing if any condition to Closing set forth in Article VI of the Agreement has not been satisfied or waived in accordance with the terms thereof.
11. Reservation of Rights
Nothing in this letter, and nothing in any response delivered by the Company or the Sellers' Representative in response hereto, shall be deemed to limit, modify, amend, supplement, waive, or otherwise alter any of the representations, warranties, covenants, agreements, or indemnification obligations of any party set forth in the Agreement. This letter is intended as a pre-closing due diligence measure and supplemental confirmation request, and is not a condition to Closing.
Without limiting the generality of the foregoing, Buyer's right to rely on the representations and warranties contained in the Agreement, and Buyer's rights to indemnification in respect of any breach or inaccuracy of such representations and warranties, are not diminished, expanded, or otherwise affected by this bring-down request or by any response thereto. Buyer's indemnification rights under the Agreement remain as set forth therein, including without limitation:
(i) the indemnification cap of Seven Million Seven Hundred Thousand Dollars ($7,700,000) applicable to breaches of general representations and warranties;
(ii) the escrow of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), to be deposited with Pinnacle Trust Company, N.A. as escrow agent, and held for a period of eighteen (18) months following the Closing Date, as security for indemnification claims;
(iii) the indemnification basket (threshold) of Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500);
(iv) the indemnification cap of Thirty-Five Million Dollars ($35,000,000) (equal to the Purchase Price) applicable to breaches of Fundamental Representations;
(v) the survival period of eighteen (18) months following the Closing Date for general representations and warranties;
(vi) the survival period of sixty (60) months following the Closing Date for Fundamental Representations; and
(vii) the survival period for tax representations equal to the longer of (A) sixty (60) months following the Closing Date and (B) ninety (90) days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
Buyer further reserves all of its rights under the representations and warranties insurance policy issued by Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382, with a policy limit of $7,700,000) with respect to any breach or inaccuracy of representations and warranties made by the Company or the Selling Stockholders in the Agreement. Nothing in this letter or any response thereto shall be deemed to affect, limit, or waive any coverage or rights under such policy.
12. Confidentiality
This letter and any response delivered in connection herewith are confidential and are subject to the confidentiality provisions set forth in Section 10.8 of the Agreement. Neither this letter nor any response thereto may be disclosed to any third party without the prior written consent of Buyer, except as may be required by applicable law or as may be reasonably necessary for the Company and the Selling Stockholders to obtain legal advice in connection with the preparation of the response.
This letter constitutes a privileged and confidential attorney-client communication and attorney work product of Calderwood & Harkness LLP prepared at the direction and for the benefit of Vantage Mobility Systems Corp. in connection with the transactions contemplated by the Agreement. No waiver of any applicable privilege is intended or shall be inferred by the delivery of this letter to the Company, the Sellers' Representative, or their counsel.
We appreciate the Company's and the Selling Stockholders' cooperation in connection with this request. We believe that the prompt delivery of the requested confirmations will facilitate a smooth and timely Closing on June 13, 2025 for the benefit of all parties. Should you or your counsel have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the telephone numbers or email addresses listed below.
We look forward to receiving your response by 5:00 p.m. Eastern Time on June 12, 2025.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Sandra Tung Partner Telephone: (617) 555-8244
Email: stung@calderwoodharkness.com
By: ________
Naomi Petersen Associate Telephone: (617) 555-8271
Email: npetersen@calderwoodharkness.com
On behalf of Vantage Mobility Systems Corp.
cc (via email):
Marcus Reinholt, Chief Executive Officer, Vantage Mobility Systems Corp.
Derek Winslow, General Counsel, Vantage Mobility Systems Corp.
Tara Nishimura, Vice President, Corporate Development, Vantage Mobility Systems Corp.
Janine Calloway, Chief Financial Officer, Vantage Mobility Systems Corp.
Oliver Mackenzie, Billing Partner, Calderwood & Harkness LLP
Ryan Kowalski, Associate, Calderwood & Harkness LLP
Enclosures: None. This letter references the Stock Purchase Agreement dated as of June 6, 2025, and the Disclosure Schedules delivered in connection therewith, by date, but does not enclose copies of such documents.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION AND ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | Matter No. 1001-00004
Selling Stockholder | Shares Held | Percentage Ownership
Graham Ellersick | 3,290,000 | 43.98%
Priya Chandrasekaran | 748,000 | 10.00%
Nathan Vosburg | 374,000 | 5.00%
Clearwater Ventures II, L.P. | 1,870,000 | 25.00%
All Other Holders (collectively) | 1,198,000 | 16.02%
Total | 7,480,000 | 100.00%

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION AND ATTORNEY WORK PRODUCT

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