[sheet: Closing Checklist]
Item No. | Category | Description of Deliverable / Action Item | Responsible Party | Due Date / Timing | Status | Notes / Comments
SECTION 1: TRANSACTION DOCUMENTS
1.1 | Transaction Documents | Stock Purchase Agreement (Execution Version) — among Vantage Mobility Systems Corp. (Buyer), the Selling Stockholders (Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and other holders), and PulseLink Telematics, Inc. | Calderwood & Harkness LLP (Buyer's counsel) / Whitfield, Draper & Colón LLP (Sellers' counsel) | Signing: June 6, 2025; Closing: June 13, 2025 | In Progress | Execution version; first draft delivered to WDC on May 14, 2025. Governed by Delaware law. Purchase Price: $35,000,000.
1.2 | Transaction Documents | Disclosure Schedules to the Stock Purchase Agreement (Buyer's Form and Sellers' Schedules) | Sellers / WDC (Sellers' Schedules); C&H (Buyer's Form) | Signing: June 6, 2025 | In Progress | Includes Schedule of Selling Stockholders (Ellersick 3,290,000 / 43.98%; Chandrasekaran 748,000 / 10.00%; Vosburg 374,000 / 5.00%; Clearwater 1,870,000 / 25.00%; remaining holders 1,198,000 / 16.02%; total 7,480,000 outstanding of 10,000,000 authorized), capitalization, material contracts, IP schedule, employee matters.
1.3 | Transaction Documents | Escrow Agreement — among Vantage Mobility Systems Corp., Graham Ellersick (Sellers' Representative), and Pinnacle Trust Company, N.A. (Escrow Agent) | Calderwood & Harkness LLP / Pinnacle Trust Company, N.A. | Closing: June 13, 2025 | In Progress | Escrow amount: $3,850,000 (50% of indemnification cap of $7,700,000). Escrow Account Ref: PT-ESC-2025-06197. Trust Officer: Angela Britten. Escrow release date: December 13, 2026 (18 months post-closing).
1.4 | Transaction Documents | Non-Competition and Non-Solicitation Agreement — Graham Ellersick (43.98%) | Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | 2-year post-closing restrictive period. Covers automotive telematics hardware and fleet-intelligence software. Passive investment carve-out below 5% in publicly traded companies.
1.5 | Transaction Documents | Non-Competition and Non-Solicitation Agreement — Priya Chandrasekaran (10.00%) | Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Same form as Item 1.4.
1.6 | Transaction Documents | Non-Competition and Non-Solicitation Agreement — Nathan Vosburg (5.00%) | Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Same form as Item 1.4.
1.7 | Transaction Documents | Non-Competition and Non-Solicitation Agreement — Clearwater Ventures II, L.P. (25.00%) | Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Same form as Item 1.4. Contact: Lorena Fitzpatrick, Managing Director.
1.8 | Transaction Documents | Employment Agreement — Graham Ellersick (President, PulseLink division) | Calderwood & Harkness LLP / WDC | Closing: June 13, 2025 | In Progress | 2-year term; base salary $340,000/year plus performance bonus.
1.9 | Transaction Documents | Employment Agreement — Nathan Vosburg (VP, Operations) | Calderwood & Harkness LLP / WDC | Closing: June 13, 2025 | In Progress | 2-year term; base salary $260,000/year.
1.10 | Transaction Documents | Retention Agreement — Priya Chandrasekaran (CTO) | Calderwood & Harkness LLP / WDC | Closing: June 13, 2025 | In Progress | 3-year retention agreement; $180,000 retention bonus (50% at 12 months, 50% at 24 months post-closing).
1.11 | Transaction Documents | Sellers' Representative Appointment — Graham Ellersick designated as Sellers' Representative for post-closing indemnification, escrow, and purchase-price adjustment matters | WDC / Selling Stockholders | Signing: June 6, 2025 | In Progress | Per SPA; acknowledged by all Selling Stockholders.
1.12 | Transaction Documents | Estimated Closing Statement (including Net Working Capital calculation) | PulseLink / Sellers | Prior to closing | In Progress | Estimated NWC: $5,040,000 vs. Target NWC of $4,800,000. Estimated NWC Excess: $240,000 (added to cash consideration at closing). 90-day post-closing true-up period; 30-day review/dispute period. Independent Accounting Firm for disputes: Calloway Price & Associates LLP, Chicago, IL.
1.13 | Transaction Documents | Section 338(h)(10) Election Agreement / Joint Election Form | Calderwood & Harkness LLP / Greystone & Callahan LLP (Samuel Breck) / WDC | Closing: June 13, 2025 | In Progress | Joint election under IRC § 338(h)(10). Preliminary PPA: tangible assets $8,200,000; identified intangibles $18,500,000; goodwill ~$11,000,000; assumed liabilities ~($2,700,000). Final allocation within 120 days post-closing.
1.14 | Transaction Documents | Bring-Down Due Diligence Confirmation Letter | Calderwood & Harkness LLP (on behalf of Vantage) to PulseLink / WDC (attn: Catherine Okafor) | Prior to closing | In Progress | Confirmation of no material changes since initial diligence. Data room accessed May 1, 2025 via Thackeray Solutions (Project "Beacon").
SECTION 2: CORPORATE DELIVERABLES — BUYER
2.1 | Corporate Deliverables — Buyer | Officer's Certificate of Vantage Mobility Systems Corp. — certifying reps, warranties, and covenant compliance as of closing | Vantage (Marcus Reinholt, CEO, or Janine Calloway, CFO) | Closing: June 13, 2025 | Not Started | Certifies representations and warranties true and correct in all material respects; covenants performed; no failure of closing conditions.
2.2 | Corporate Deliverables — Buyer | Secretary's Certificate of Vantage Mobility Systems Corp. — attaching Certificate of Incorporation (DE File No. 5493017), Bylaws, Board Resolutions, and Incumbency Certificate | Vantage (Secretary) | Closing: June 13, 2025 | Not Started | Incumbency for: Marcus Reinholt (CEO), Janine Calloway (CFO), Derek Winslow (General Counsel). Resolutions authorizing execution of SPA, Escrow Agreement, and consummation of transactions.
2.3 | Corporate Deliverables — Buyer | Certificate of Good Standing — Vantage Mobility Systems Corp. from Delaware Secretary of State | Calderwood & Harkness LLP to order | Closing: June 13, 2025 | Not Started | DE File Number: 5493017.
2.4 | Corporate Deliverables — Buyer | Certificate of Good Standing / Authority — Vantage Mobility Systems Corp. from Michigan Department of Licensing and Regulatory Affairs | Calderwood & Harkness LLP to order | Closing: June 13, 2025 | Not Started | Vantage HQ: 4800 Innovation Drive, Auburn Hills, MI 48326.
SECTION 3: CORPORATE DELIVERABLES — SELLERS / TARGET
3.1 | Corporate Deliverables — Sellers / Target | Officer's Certificate of PulseLink Telematics, Inc. — certifying reps, warranties, and covenant compliance as of closing | PulseLink (Graham Ellersick, CEO) | Closing: June 13, 2025 | Not Started | Certifies Sellers' and Company representations true and correct; covenants performed.
3.2 | Corporate Deliverables — Sellers / Target | Secretary's Certificate of PulseLink Telematics, Inc. — attaching Certificate of Incorporation (DE File No. 6174829), Bylaws, Board and Stockholder Resolutions approving the sale | PulseLink (Secretary) | Closing: June 13, 2025 | Not Started | Includes incumbency for Graham Ellersick (CEO), Priya Chandrasekaran (CTO), Nathan Vosburg (COO).
3.3 | Corporate Deliverables — Sellers / Target | Certificate of Good Standing — PulseLink Telematics, Inc. from Delaware Secretary of State | WDC to order | Closing: June 13, 2025 | Not Started | DE File Number: 6174829.
3.4 | Corporate Deliverables — Sellers / Target | Certificate of Good Standing / Authority — PulseLink Telematics, Inc. from Ohio Secretary of State | WDC to order | Closing: June 13, 2025 | Not Started | Principal Office: 7120 Kellner Parkway, Dublin, OH 43017.
3.5 | Corporate Deliverables — Sellers / Target | Stockholder Written Consents — approving the stock purchase from all Selling Stockholders (7,480,000 shares) | WDC / Selling Stockholders | Signing: June 6, 2025 | Not Started | Required from: Ellersick (3,290,000), Chandrasekaran (748,000), Vosburg (374,000), Clearwater Ventures II, L.P. (1,870,000), and remaining holders (1,198,000).
3.6 | Corporate Deliverables — Sellers / Target | Stock Certificates — endorsed or accompanied by duly executed stock powers for all 7,480,000 shares of PulseLink common stock | Selling Stockholders / WDC | Closing: June 13, 2025 | Not Started | All outstanding shares to be delivered to Vantage at closing.
3.7 | Corporate Deliverables — Sellers / Target | Resignations of PulseLink officers and directors (as requested by Buyer) | PulseLink / WDC | Closing: June 13, 2025 | Not Started | To be confirmed which officers/directors Buyer wishes to have resign at closing.
3.8 | Corporate Deliverables — Sellers / Target | FIRPTA Certificate (IRS Certificate of Non-Foreign Status) — from each Selling Stockholder or from PulseLink on behalf of Selling Stockholders | WDC / Selling Stockholders | Closing: June 13, 2025 | Not Started | PulseLink EIN: 31-6084291.
3.9 | Corporate Deliverables — Sellers / Target | Payoff Letters and Lien Releases — for any existing PulseLink indebtedness (if applicable) | PulseLink / WDC | Closing: June 13, 2025 | Not Started | To be confirmed in diligence whether any outstanding indebtedness exists requiring payoff.
SECTION 4: FINANCING
4.1 | Financing | Credit Agreement — Arbor National Bank, N.A. senior secured credit facility ($24,500,000: Term Loan A of $19,500,000 + Revolver of $5,000,000) | Calderwood & Harkness LLP / Arbor National Bank, N.A. (Kevin Shue, Relationship Manager) | Closing: June 13, 2025 | In Progress | Debt commitment letter executed May 6, 2025 (Ref: ANB-CL-2025-0843). Term Loan A: SOFR + 3.25%, 5-year, quarterly amortization. Revolver: SOFR + 3.00%, 3-year. ANB address: 2100 Woodward Avenue, Detroit, MI 48201.
4.2 | Financing | Security and Collateral Documents — pledges, guarantees, UCC filings as required by Arbor National Bank, N.A. | Calderwood & Harkness LLP / Arbor National Bank, N.A. | Closing: June 13, 2025 | Not Started | To include pledge of PulseLink stock post-closing; other collateral per credit agreement terms.
4.3 | Financing | Equity Contribution Agreement / Funding Letter — Veltrano Capital Partners Fund IV, L.P. equity contribution of $12,000,000 | Veltrano Capital GP IV LLC (Howard Trask, Managing Partner) / Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Veltrano IV principal office: 600 Griswold Street, Suite 3400, Detroit, MI 48226. EIN: 38-4298017.
4.4 | Financing | Evidence of Vantage Balance Sheet Cash Availability — $2,000,000 | Vantage (Janine Calloway, CFO) | Prior to closing | Not Started | Cash-on-hand contribution to fund portion of purchase price and expenses.
SECTION 5: THIRD-PARTY CONSENTS AND APPROVALS
5.1 | Third-Party Consents | Landlord Consent — Kellner Park Holdings LLC for assignment / change of control under lease for 7120 Kellner Parkway, Dublin, OH | PulseLink / WDC | Prior to closing | Not Started | Monthly rent: $38,500. Lease expires August 31, 2029. Landlord address: 9000 Kellner Parkway, Suite 100, Dublin, OH 43017.
5.2 | Third-Party Consents | Consent under Supply Agreement with Meridian Automotive Group, Inc. (if change-of-control consent required) | PulseLink / WDC | Prior to closing | Not Started | Annual volume ~$12,400,000; expires December 31, 2027. Review SPA consent requirements.
5.3 | Third-Party Consents | Consent under Supply Agreement with Trident Motor Corporation (if change-of-control consent required) | PulseLink / WDC | Prior to closing | Not Started | Annual volume ~$8,700,000; expires June 30, 2026 (renewal option). Review SPA consent requirements.
5.4 | Third-Party Consents | Consent under Software Licensing & Services Agreement with Cascade Fleet Solutions LLC (if change-of-control consent required) | PulseLink / WDC | Prior to closing | Not Started | Annual SaaS revenue ~$3,100,000; 3-year term ending March 31, 2027. Review SPA consent requirements.
5.5 | Third-Party Consents | HSR Act Filing — Pre-Merger Notification | N/A | N/A | N/A | Not required; transaction value of $35,000,000 is below the $119.5M HSR threshold for 2025.
5.6 | Third-Party Consents | Registered Agent Confirmation — Capitol Registered Agents, Inc. (DE) for PulseLink post-closing | Calderwood & Harkness LLP / Capitol Registered Agents, Inc. | Closing: June 13, 2025 | Not Started | Address: 1209 Orange Street, Wilmington, DE 19801. Confirm continuity of registered agent service for PulseLink post-acquisition.
SECTION 6: R&W INSURANCE
6.1 | R&W Insurance | Representations and Warranties Insurance Policy — buy-side policy issued by Northshore Indemnity Insurance Co. | Resolute Underwriting Group, Inc. (Dana Kirkwood, Senior VP) / Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Policy binder: NSI-RW-2025-3382. Policy limit: $7,700,000 (matches indemnification cap). Retention: $525,000 (50% Buyer / 50% Sellers = $262,500 each). R&W application submitted May 8, 2025.
6.2 | R&W Insurance | R&W Insurance Premium Payment — estimated $231,000 (3.0% of $7,700,000 policy limit) | Vantage Mobility Systems Corp. | Closing: June 13, 2025 | Not Started | Premium paid by Buyer. Broker: Resolute Underwriting Group, Inc., 101 Federal Street, Suite 2200, Boston, MA 02110.
6.3 | R&W Insurance | No-Claims Declaration / Bring-Down Certificate for R&W Insurance Carrier | Calderwood & Harkness LLP / Vantage | Closing: June 13, 2025 | Not Started | Confirmation to Northshore Indemnity that no known claims exist as of closing.
SECTION 7: FUNDS FLOW
7.1 | Funds Flow | Funds Flow Memorandum — executed by Buyer and Sellers' Representative | Calderwood & Harkness LLP | Closing: June 13, 2025 | In Progress | Total Sources: $38,500,000 (Veltrano IV equity $12,000,000 + Vantage cash $2,000,000 + Arbor National facility $24,500,000). Total Uses: $38,500,000 (Purchase Price $35,000,000 + transaction expenses $2,100,000 + WC/reserve $1,400,000).
7.2 | Funds Flow | Wire Instructions — Selling Stockholders (pro rata distribution of net purchase price: $35,000,000 + $240,000 NWC excess − $3,850,000 escrow = $31,390,000 to Selling Stockholders) | WDC / Selling Stockholders | Prior to closing | Not Started | Pro rata based on share ownership percentages. Wire instructions to be provided for each Selling Stockholder.
7.3 | Funds Flow | Wire Instructions — Pinnacle Trust Company, N.A. (Escrow Agent) for $3,850,000 escrow deposit | Pinnacle Trust Company, N.A. (Angela Britten, Trust Officer) | Prior to closing | Not Started | Escrow Account Ref: PT-ESC-2025-06197. Address: 135 South LaSalle Street, Suite 1100, Chicago, IL 60603.
7.4 | Funds Flow | Wire Instructions — Arbor National Bank, N.A. (loan funding) | Arbor National Bank, N.A. (Kevin Shue) | Prior to closing | Not Started | Commitment Ref: ANB-CL-2025-0843.
7.5 | Funds Flow | Wire Instructions — Veltrano Capital Partners Fund IV, L.P. (equity contribution of $12,000,000) | Veltrano Capital GP IV LLC (Howard Trask) | Prior to closing | Not Started
7.6 | Funds Flow | Wire Instructions — Calderwood & Harkness LLP (legal fees — Buyer's counsel) | Calderwood & Harkness LLP (Oliver Mackenzie, Billing Partner) | Prior to closing | Not Started | Part of estimated $2,100,000 transaction expenses.
7.7 | Funds Flow | Wire Instructions — Mercer Peak Advisors LLC (advisory fees — Buyer's financial advisor) | Mercer Peak Advisors LLC (Allison Tanaka, Managing Director) | Prior to closing | Not Started | Address: 200 Park Avenue, Suite 1700, New York, NY 10166.
7.8 | Funds Flow | Wire Instructions — Greystone & Callahan LLP (tax advisory fees) | Greystone & Callahan LLP (Samuel Breck, Tax Partner) | Prior to closing | Not Started | Address: 155 North Wacker Drive, Suite 3000, Chicago, IL 60606.
7.9 | Funds Flow | Wire Instructions — Whitfield, Draper & Colón LLP (Sellers' counsel legal fees, if paid from proceeds) | WDC (Catherine Okafor) | Prior to closing | Not Started | Address: 41 South High Street, Suite 2600, Columbus, OH 43215. Confirm whether Sellers' counsel fees are deducted from Sellers' proceeds at closing.
7.10 | Funds Flow | Transfer Tax Payments — split 50/50 Buyer and Sellers | Calderwood & Harkness LLP / WDC | Closing: June 13, 2025 | Not Started | Per SPA terms; 50% borne by Buyer, 50% borne by Sellers.
SECTION 8: LEGAL OPINIONS
8.1 | Legal Opinions | Legal Opinion of Sellers' Counsel (Whitfield, Draper & Colón LLP) — re: due authorization, enforceability, and no conflicts (Sellers and PulseLink) | Whitfield, Draper & Colón LLP (Catherine Okafor) | Closing: June 13, 2025 | Not Started | Standard closing opinion for stock purchase; to be addressed to Vantage Mobility Systems Corp.
8.2 | Legal Opinions | Legal Opinion of Buyer's Counsel (Calderwood & Harkness LLP) — re: due authorization, enforceability, and no conflicts (Vantage) | Calderwood & Harkness LLP (Sandra Tung, Responsible Partner) | Closing: June 13, 2025 | Not Started | If required by Sellers or lender; to be addressed to Selling Stockholders and/or Arbor National Bank, N.A.
8.3 | Legal Opinions | Legal Opinion of Buyer's Counsel to Lender — re: enforceability of credit documents | Calderwood & Harkness LLP | Closing: June 13, 2025 | Not Started | If required by Arbor National Bank, N.A. under credit agreement.
SECTION 9: TAX AND MISCELLANEOUS
9.1 | Tax and Miscellaneous | IRS Form 8023 — Section 338(h)(10) Election for PulseLink Telematics, Inc. | Greystone & Callahan LLP / Calderwood & Harkness LLP | Post-closing (within applicable deadline) | Not Started | Joint election by Buyer and Sellers. PulseLink EIN: 31-6084291; Vantage EIN: 38-4127853.
9.2 | Tax and Miscellaneous | Purchase Price Allocation Schedule — preliminary allocation per Section 338(h)(10) election | Greystone & Callahan LLP / Mercer Peak Advisors LLC | Within 120 days post-closing | Not Started | Preliminary: tangible assets $8,200,000; identified intangibles $18,500,000; goodwill ~$11,000,000; assumed liabilities ~($2,700,000). Subject to final valuation.
9.3 | Tax and Miscellaneous | Pre-Closing Tax Liability Indemnification Confirmation — Sellers responsible for all pre-closing tax liabilities | WDC / Selling Stockholders | Closing: June 13, 2025 | Not Started | Straddle period allocation: closing-of-the-books method.
9.4 | Tax and Miscellaneous | Intercompany Agreement Restructuring Plan — Engineering Services Agreement with Soluciones PulseLink de México, S. de R.L. de C.V. | Calderwood & Harkness LLP / Vantage (Tara Nishimura, VP Corporate Development) | Post-closing | Not Started | Mexican subsidiary: Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico. 28 employees in Guadalajara engineering center. Agreement to be restructured post-closing.
9.5 | Tax and Miscellaneous | Intellectual Property Assignment Confirmation — confirm no additional assignments needed for 4 issued U.S. utility patents (2 pending), 12 registered U.S. trademarks (incl. PulseCore® and FleetIQ®), firmware/SaaS codebase, and domain www.pulselinktelematics.com | Calderwood & Harkness LLP / WDC | Closing: June 13, 2025 | Not Started | Stock purchase — IP remains with PulseLink entity. Confirm all IP is held by PulseLink (not individuals or subsidiaries). No open-source contamination identified in IP diligence.
9.6 | Tax and Miscellaneous | Indemnification Terms Summary — for closing binder reference | Calderwood & Harkness LLP | Closing: June 13, 2025 | Not Started | Cap: $7,700,000 (22% of $35M); Basket: $262,500 (0.75%, tipping); De minimis: $25,000/claim; Fundamental Reps Cap: $35,000,000 (100%); General Reps Survival: 18 months; Fundamental Reps Survival: 60 months; Tax Reps Survival: longer of 60 months or 90 days past statute of limitations expiration.