1007-00006 · Vantage Mobility Systems Corp · Closing

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OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

Delivered Pursuant to Section 8.2(c) of the Stock Purchase Agreement

Closing Deliverable

June 13, 2025

I, Marcus Reinholt, hereby certify as follows:

RECITALS

I am the duly elected, qualified, and acting Chief Executive Officer of Vantage Mobility Systems Corp., a Delaware corporation (the "Buyer"), with its principal executive offices located at 4800 Innovation Drive, Auburn Hills, Michigan 48326. I am delivering this Officer's Certificate (this "Certificate") pursuant to and in accordance with Section 8.2(c) of that certain Stock Purchase Agreement (the "Agreement"), dated as of June 6, 2025, by and among:

(i) Vantage Mobility Systems Corp., a Delaware corporation, as Buyer;

(ii) the Selling Stockholders identified on the signature pages thereto and on the Schedule of Selling Stockholders attached as Schedule A to the Agreement, including, without limitation, Graham Ellersick, an individual, Priya Chandrasekaran, an individual, Nathan Vosburg, an individual, Clearwater Ventures II, L.P., a Delaware limited partnership, and the other holders of the outstanding capital stock of PulseLink Telematics, Inc. (each a "Selling Stockholder" and, collectively, the "Selling Stockholders");

(iii) PulseLink Telematics, Inc., a Delaware corporation (the "Target"), with its principal offices located at 7120 Kellner Parkway, Dublin, Ohio 43017; and

(iv) Graham Ellersick, in his capacity as the representative of the Selling Stockholders (the "Sellers' Representative").

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise indicated.

The Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for a Purchase Price of Thirty-Five Million Dollars ($35,000,000), subject to the customary working-capital adjustment mechanism and the other terms and conditions set forth in the Agreement (the "Transaction"). This Certificate is being delivered as a condition to the obligations of the Selling Stockholders to consummate the Closing under Article VIII of the Agreement.

In connection with the foregoing, and in my capacity as Chief Executive Officer of Buyer, I hereby certify to the Selling Stockholders and the Sellers' Representative as follows:

Section 1 — Authority and Capacity

1.1. I, Marcus Reinholt, am the duly elected, qualified, and acting Chief Executive Officer of Vantage Mobility Systems Corp. I have held this position continuously since March 14, 2019, and I am serving in such capacity as of the date of this Certificate. My appointment and authority to act in such capacity have not been revoked, modified, or otherwise limited.

1.2. I am duly authorized to execute and deliver this Certificate on behalf of Buyer. The Board of Directors of Buyer, by unanimous written consent dated June 4, 2025, duly authorized the execution and delivery of the Agreement and all ancillary documents and closing deliverables contemplated thereby, including this Certificate, and the consummation of the Transaction. Such authorization has not been amended, revoked, or rescinded, and remains in full force and effect as of the date hereof.

1.3. I am familiar with the Agreement and the transactions contemplated thereby, including the terms and conditions set forth in the Agreement, the schedules and exhibits thereto, and all ancillary agreements and instruments to be executed and delivered in connection with the Closing. I have made, or caused to be made on my behalf, such investigation, review, and inquiry as I have deemed necessary and appropriate to render the certifications set forth in this Certificate, including consultation with Buyer's legal counsel and financial advisors.

1.4. Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as reflected in the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, Delaware File Number 5493017. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transaction.

Section 2 — Representations and Warranties Bring-Down

2.1. Each of the representations and warranties of Buyer contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (June 6, 2025) and as of the Closing Date (June 13, 2025), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty is qualified by the term "materiality," "material," "Material Adverse Effect," or any similar qualification, such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date of the Agreement and as of the Closing Date; and provided, further, that to the extent any such representation or warranty expressly relates to a specified date or period, such representation or warranty is true and correct (subject to the applicable materiality standard described above) as of such specified date or with respect to such specified period.

2.2. Without limiting the generality of the foregoing, the representations and warranties of Buyer that are the subject of the certification in Section 2.1 above include, without limitation, representations and warranties regarding each of the following:

(a) Organization, Good Standing, and Qualification. Buyer is a 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, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted following the Closing.

(b) Authority and Enforceability. Buyer has all requisite corporate power and authority to execute and deliver the Agreement and each of the ancillary documents to which Buyer is or will be a party, to perform its obligations thereunder, and to consummate the Transaction. The execution, delivery, and performance of the Agreement and each such ancillary document have been duly authorized by all necessary corporate action on the part of Buyer, including the approval of Buyer's Board of Directors. The Agreement and each ancillary document to which Buyer is a party constitute (or, when executed and delivered, will constitute) the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the Enforceability Exceptions.

(c) No Conflicts or Violations. The execution, delivery, and performance by Buyer of the Agreement and the ancillary documents to which Buyer is a party, and the consummation of the Transaction, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of Buyer, (ii) conflict with, result in a breach or default under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, any contract, agreement, instrument, permit, license, order, or judgment to which Buyer is a party or by which Buyer or any of its properties or assets is bound, or (iii) conflict with or violate any applicable law, statute, ordinance, regulation, rule, order, or judgment of any governmental authority applicable to Buyer or any of its properties or assets, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transaction.

(d) Sufficiency of Funds. Buyer has, or upon the funding of the commitments described below will have, sufficient cash, available lines of credit, or other sources of immediately available funds to enable it to pay the Purchase Price and all related fees, costs, and expenses in connection with the Transaction. In this regard, Buyer has obtained (i) an equity commitment from Veltrano Capital Partners Fund IV, L.P. in the amount of Twelve Million Dollars ($12,000,000), which commitment is evidenced by the equity commitment letter dated May 2, 2025, a true, correct, and complete copy of which has been delivered to the Sellers' Representative, and (ii) a debt commitment from Arbor National Bank, N.A. providing for a senior secured credit facility in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000) (comprising a Nineteen Million Five Hundred Thousand Dollar ($19,500,000) Term Loan A facility and a Five Million Dollar ($5,000,000) revolving credit facility), which commitment is evidenced by the commitment letter dated May 6, 2025 (Reference No. ANB-CL-2025-0843), a true, correct, and complete copy of which has been delivered to the Sellers' Representative.

(e) Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliates that would prevent, materially delay, or materially impair the ability of Buyer to consummate the Transaction or perform its obligations under the Agreement.

(f) Brokers' and Finders' Fees. No broker, finder, investment banker, or other intermediary is entitled to any broker's fee, finder's fee, or other commission or similar payment in connection with the Transaction based upon arrangements made by or on behalf of Buyer, other than fees payable to Mercer Peak Advisors LLC, Buyer's financial advisor, which fees are the sole responsibility and obligation of Buyer and shall not be borne, directly or indirectly, by the Target, any Selling Stockholder, or the Sellers' Representative.

(g) Investment Intent. Buyer is acquiring the shares of common stock of PulseLink Telematics, Inc. for its own account for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

(h) Solvency. Immediately after giving effect to the Transaction and the payment of the Purchase Price and all related fees and expenses, Buyer will be solvent and will (i) be able to pay its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (iii) have adequate capital to carry on its business and all businesses in which it is about to engage.

Section 3 — Performance of Covenants and Obligations

3.1. Buyer has performed and complied in all material respects with all of the covenants, agreements, and obligations required to be performed or complied with by Buyer under the Agreement at or prior to the Closing Date, including, without limitation, the covenants and obligations set forth in Article VI and Article VIII of the Agreement.

3.2. Without limiting the generality of the foregoing, Buyer has performed and complied with the following specific covenants and obligations:

(a) Delivery of the Purchase Price. Buyer has caused to be delivered on the Closing Date the Purchase Price in the amount of Thirty-Five Million Dollars ($35,000,000), subject to the estimated working-capital adjustment. Based on the Estimated Closing Statement delivered by the Target to Buyer on June 10, 2025, the estimated Net Working Capital of the Target as of the close of business on the day immediately preceding the Closing Date is Five Million Forty Thousand Dollars ($5,040,000), which exceeds the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000) by Two Hundred Forty Thousand Dollars ($240,000) (the "Estimated Working Capital Adjustment"). Accordingly, the aggregate amount payable by Buyer at the Closing is Thirty-Five Million Two Hundred Forty Thousand Dollars ($35,240,000), less the Indemnification Escrow Amount and any other amounts required to be withheld or set aside pursuant to the Agreement. All payments have been made by wire transfer of immediately available funds in accordance with the Funds Flow Memorandum, dated June 12, 2025, executed by Buyer, the Sellers' Representative, the Escrow Agent, and Buyer's legal counsel.

(b) Deposit of the Indemnification Escrow Amount. Buyer has caused to be deposited with Pinnacle Trust Company, N.A. (the "Escrow Agent"), into Escrow Account Reference PT-ESC-2025-06197, the Indemnification Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) by wire transfer of immediately available funds, in accordance with Section 2.3 of the Agreement and the terms of the Escrow Agreement.

(c) Execution and Delivery of the Escrow Agreement. Buyer has duly executed and delivered the Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Sellers' Representative (Graham Ellersick), and Pinnacle Trust Company, N.A., as Escrow Agent, governing the establishment, maintenance, and disbursement of the Indemnification Escrow Amount in accordance with the terms of the Agreement.

(d) Execution and Delivery of Employment and Retention Agreements. Buyer has duly executed and delivered (i) the Employment Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Graham Ellersick, (ii) the Employment Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Nathan Vosburg, and (iii) the Retention Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Priya Chandrasekaran, in each case in the form attached to the Agreement or otherwise in form and substance mutually agreed upon by the applicable parties prior to the Closing, and each such agreement is in full force and effect as of the Closing Date.

(e) Execution and Delivery of Non-Competition and Non-Solicitation Agreements. Buyer has duly executed and delivered the Non-Competition and Non-Solicitation Agreements (in the forms attached to the Agreement as Exhibit D) with each Selling Stockholder holding five percent (5%) or more of the outstanding shares of PulseLink common stock immediately prior to the Closing, in accordance with Section 8.2(f) of the Agreement.

(f) Delivery of the Secretary's Certificate. Buyer has caused to be delivered the Secretary's Certificate of Buyer, dated as of the Closing Date, with certified copies of the resolutions of Buyer's Board of Directors authorizing the Transaction, the incumbency certificates of the officers of Buyer executing the Agreement and the ancillary documents, and certified copies of the certificate of incorporation and bylaws of Buyer, each as in effect on the Closing Date, attached thereto.

(g) Other Closing Deliverables. Buyer has executed and delivered, or caused to be executed and delivered, all other closing deliverables required of Buyer under Section 8.2 of the Agreement, in each case in form and substance reasonably satisfactory to the Selling Stockholders and the Sellers' Representative.

Section 4 — No Material Adverse Effect / No Impediment to Closing

4.1. As of the Closing Date, no event, circumstance, condition, development, change, or occurrence has occurred or arisen since the date of the Agreement (June 6, 2025) that, individually or in the aggregate, has had or would reasonably be expected to:

(a) give rise to a failure of any condition to the Closing set forth in Article VII or Article VIII of the Agreement;

(b) prevent, materially delay, or materially impair the ability of Buyer to consummate the Transaction or to perform any of its material obligations under the Agreement or any of the ancillary documents to which Buyer is a party; or

(c) result in a breach of any representation, warranty, covenant, or obligation of Buyer under the Agreement that would cause the conditions set forth in Section 8.2(a) or Section 8.2(b) of the Agreement not to be satisfied.

4.2. To the knowledge of the undersigned, as of the Closing Date, there is no fact, circumstance, or condition existing as of the date hereof that would reasonably be expected to give rise to any of the events, circumstances, or conditions described in Sections 4.1(a), 4.1(b), or 4.1(c) above.

Section 5 — No Litigation

5.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity, and whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against Buyer or any of its subsidiaries, affiliates, directors, or officers (in their capacities as such), including, without limitation, Veltrano Capital Partners Fund IV, L.P. or any of its general partners, managing members, or affiliates, that:

(a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the purchase and sale of the shares of common stock of PulseLink Telematics, Inc.; or

(b) would reasonably be expected to materially and adversely affect Buyer's ability to perform its obligations under the Agreement or any of the ancillary documents to which Buyer is a party, or to consummate the Transaction on the terms and subject to the conditions set forth in the Agreement.

5.2. To the knowledge of the undersigned, no governmental authority has indicated an intention to commence any action, suit, proceeding, investigation, or inquiry with respect to the Transaction or any of the transactions contemplated by the Agreement.

Section 6 — Financing Confirmation

6.1. Debt Financing. As of the Closing Date, the debt commitment letter issued by Arbor National Bank, N.A. (Reference No. ANB-CL-2025-0843), dated May 6, 2025 (the "Debt Commitment Letter"), providing for a senior secured credit facility in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), comprising (i) a term loan in the principal amount of Nineteen Million Five Hundred Thousand Dollars ($19,500,000) (the "Term Loan A") and (ii) a revolving credit facility in the principal amount of Five Million Dollars ($5,000,000) (the "Revolving Credit Facility"), remains in full force and effect and has not been amended, modified, supplemented, restated, terminated, withdrawn, or waived in any respect. All conditions precedent to the funding of the senior secured credit facility as set forth in the Debt Commitment Letter have been satisfied or, upon the consummation of the Closing, will be satisfied, and no event has occurred that would constitute a default or event of default (or that, with the giving of notice or the passage of time or both, would constitute a default or event of default) under the Debt Commitment Letter or the definitive credit documentation. Buyer has no reason to believe that the full amount of the debt financing contemplated by the Debt Commitment Letter will not be funded at or prior to the Closing.

6.2. Equity Financing. As of the Closing Date, the equity commitment from Veltrano Capital Partners Fund IV, L.P. in the amount of Twelve Million Dollars ($12,000,000), as set forth in the equity commitment letter dated May 2, 2025 (the "Equity Commitment Letter"), remains in full force and effect and has not been amended, modified, supplemented, restated, terminated, withdrawn, or waived in any respect. All conditions precedent to the funding of the equity commitment as set forth in the Equity Commitment Letter have been satisfied or, upon the consummation of the Closing, will be satisfied. Buyer has no reason to believe that the full amount of the equity financing contemplated by the Equity Commitment Letter will not be funded at or prior to the Closing.

6.3. Sufficiency of Funds. Buyer has, or upon the funding of the commitments described in Sections 6.1 and 6.2 above and together with Buyer's existing cash and cash equivalents, will have, sufficient immediately available funds to (i) pay the aggregate Purchase Price (as adjusted pursuant to the estimated working-capital adjustment), (ii) deposit the Indemnification Escrow Amount with the Escrow Agent, (iii) pay all fees, costs, and expenses of Buyer incurred in connection with the Transaction (including, without limitation, the fees and expenses of Mercer Peak Advisors LLC, legal counsel, and other advisors), and (iv) otherwise consummate all of the transactions contemplated by the Agreement on the terms and subject to the conditions set forth therein.

Section 7 — Governing Law

This Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The provisions of Section 11.8 of the Agreement (governing jurisdiction, venue, and waiver of jury trial) are hereby incorporated by reference into this Certificate, mutatis mutandis.

Section 8 — Reliance

8.1. This Certificate is delivered to the Selling Stockholders and the Sellers' Representative as a closing deliverable pursuant to Section 8.2(c) of the Agreement. The Selling Stockholders and the Sellers' Representative are entitled to rely on the certifications, representations, and statements made by the undersigned in this Certificate in connection with the Closing under the Agreement, and such reliance shall be deemed reasonable for all purposes.

8.2. This Certificate is being delivered solely in connection with the Closing and the satisfaction of the conditions to the obligations of the Selling Stockholders set forth in Section 8.2 of the Agreement. Nothing in this Certificate shall be deemed to expand, limit, modify, or otherwise alter the representations, warranties, covenants, agreements, or obligations of Buyer under the Agreement or any ancillary document, or to create any rights, remedies, or obligations not otherwise provided for in the Agreement. In the event of any inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control.

8.3. This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterpart.

No exhibits or attachments are required to be attached to this Certificate. For the avoidance of doubt, this Certificate should be read in conjunction with (i) the Agreement, (ii) the Escrow Agreement among Buyer, the Sellers' Representative, and Pinnacle Trust Company, N.A., and (iii) the Secretary's Certificate of Buyer, each of which is being delivered concurrently herewith at the Closing. Copies of such documents are on file with Buyer's legal counsel and have been made available to the Sellers' Representative and the Selling Stockholders' legal counsel.

[Signature Page Follows]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first set forth above.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Marcus Reinholt

Title: Chief Executive Officer

Date: June 13, 2025

Note: Pursuant to Section 8.2(c) of the Agreement, this Officer's Certificate may alternatively be executed by Janine Calloway, Chief Financial Officer of Vantage Mobility Systems Corp., as an acceptable alternative signatory authorized by the Board of Directors of Buyer to deliver this Certificate on behalf of Buyer in connection with the Closing.

OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.
Delivered Pursuant to Section 8.2(c) of the Stock Purchase Agreement
Closing Deliverable
June 13, 2025
I, Marcus Reinholt, hereby certify as follows:
RECITALS
I am the duly elected, qualified, and acting Chief Executive Officer of Vantage Mobility Systems Corp., a Delaware corporation (the "Buyer"), with its principal executive offices located at 4800 Innovation Drive, Auburn Hills, Michigan 48326. I am delivering this Officer's Certificate (this "Certificate") pursuant to and in accordance with Section 8.2(c) of that certain Stock Purchase Agreement (the "Agreement"), dated as of June 6, 2025, by and among:
(i) Vantage Mobility Systems Corp., a Delaware corporation, as Buyer;
(ii) the Selling Stockholders identified on the signature pages thereto and on the Schedule of Selling Stockholders attached as Schedule A to the Agreement, including, without limitation, Graham Ellersick, an individual, Priya Chandrasekaran, an individual, Nathan Vosburg, an individual, Clearwater Ventures II, L.P., a Delaware limited partnership, and the other holders of the outstanding capital stock of PulseLink Telematics, Inc. (each a "Selling Stockholder" and, collectively, the "Selling Stockholders");
(iii) PulseLink Telematics, Inc., a Delaware corporation (the "Target"), with its principal offices located at 7120 Kellner Parkway, Dublin, Ohio 43017; and
(iv) Graham Ellersick, in his capacity as the representative of the Selling Stockholders (the "Sellers' Representative").
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise indicated.
The Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for a Purchase Price of Thirty-Five Million Dollars ($35,000,000), subject to the customary working-capital adjustment mechanism and the other terms and conditions set forth in the Agreement (the "Transaction"). This Certificate is being delivered as a condition to the obligations of the Selling Stockholders to consummate the Closing under Article VIII of the Agreement.
In connection with the foregoing, and in my capacity as Chief Executive Officer of Buyer, I hereby certify to the Selling Stockholders and the Sellers' Representative as follows:
Section 1 — Authority and Capacity
1.1. I, Marcus Reinholt, am the duly elected, qualified, and acting Chief Executive Officer of Vantage Mobility Systems Corp. I have held this position continuously since March 14, 2019, and I am serving in such capacity as of the date of this Certificate. My appointment and authority to act in such capacity have not been revoked, modified, or otherwise limited.
1.2. I am duly authorized to execute and deliver this Certificate on behalf of Buyer. The Board of Directors of Buyer, by unanimous written consent dated June 4, 2025, duly authorized the execution and delivery of the Agreement and all ancillary documents and closing deliverables contemplated thereby, including this Certificate, and the consummation of the Transaction. Such authorization has not been amended, revoked, or rescinded, and remains in full force and effect as of the date hereof.
1.3. I am familiar with the Agreement and the transactions contemplated thereby, including the terms and conditions set forth in the Agreement, the schedules and exhibits thereto, and all ancillary agreements and instruments to be executed and delivered in connection with the Closing. I have made, or caused to be made on my behalf, such investigation, review, and inquiry as I have deemed necessary and appropriate to render the certifications set forth in this Certificate, including consultation with Buyer's legal counsel and financial advisors.
1.4. Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as reflected in the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, Delaware File Number 5493017. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transaction.
Section 2 — Representations and Warranties Bring-Down
2.1. Each of the representations and warranties of Buyer contained in Article V of the Agreement is true and correct in all material respects as of the date of the Agreement (June 6, 2025) and as of the Closing Date (June 13, 2025), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty is qualified by the term "materiality," "material," "Material Adverse Effect," or any similar qualification, such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date of the Agreement and as of the Closing Date; and provided, further, that to the extent any such representation or warranty expressly relates to a specified date or period, such representation or warranty is true and correct (subject to the applicable materiality standard described above) as of such specified date or with respect to such specified period.
2.2. Without limiting the generality of the foregoing, the representations and warranties of Buyer that are the subject of the certification in Section 2.1 above include, without limitation, representations and warranties regarding each of the following:
(a) Organization, Good Standing, and Qualification. Buyer is a 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, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted following the Closing.
(b) Authority and Enforceability. Buyer has all requisite corporate power and authority to execute and deliver the Agreement and each of the ancillary documents to which Buyer is or will be a party, to perform its obligations thereunder, and to consummate the Transaction. The execution, delivery, and performance of the Agreement and each such ancillary document have been duly authorized by all necessary corporate action on the part of Buyer, including the approval of Buyer's Board of Directors. The Agreement and each ancillary document to which Buyer is a party constitute (or, when executed and delivered, will constitute) the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the Enforceability Exceptions.
(c) No Conflicts or Violations. The execution, delivery, and performance by Buyer of the Agreement and the ancillary documents to which Buyer is a party, and the consummation of the Transaction, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of Buyer, (ii) conflict with, result in a breach or default under, give rise to any right of termination, cancellation, or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, any contract, agreement, instrument, permit, license, order, or judgment to which Buyer is a party or by which Buyer or any of its properties or assets is bound, or (iii) conflict with or violate any applicable law, statute, ordinance, regulation, rule, order, or judgment of any governmental authority applicable to Buyer or any of its properties or assets, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transaction.
(d) Sufficiency of Funds. Buyer has, or upon the funding of the commitments described below will have, sufficient cash, available lines of credit, or other sources of immediately available funds to enable it to pay the Purchase Price and all related fees, costs, and expenses in connection with the Transaction. In this regard, Buyer has obtained (i) an equity commitment from Veltrano Capital Partners Fund IV, L.P. in the amount of Twelve Million Dollars ($12,000,000), which commitment is evidenced by the equity commitment letter dated May 2, 2025, a true, correct, and complete copy of which has been delivered to the Sellers' Representative, and (ii) a debt commitment from Arbor National Bank, N.A. providing for a senior secured credit facility in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000) (comprising a Nineteen Million Five Hundred Thousand Dollar ($19,500,000) Term Loan A facility and a Five Million Dollar ($5,000,000) revolving credit facility), which commitment is evidenced by the commitment letter dated May 6, 2025 (Reference No. ANB-CL-2025-0843), a true, correct, and complete copy of which has been delivered to the Sellers' Representative.
(e) Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliates that would prevent, materially delay, or materially impair the ability of Buyer to consummate the Transaction or perform its obligations under the Agreement.
(f) Brokers' and Finders' Fees. No broker, finder, investment banker, or other intermediary is entitled to any broker's fee, finder's fee, or other commission or similar payment in connection with the Transaction based upon arrangements made by or on behalf of Buyer, other than fees payable to Mercer Peak Advisors LLC, Buyer's financial advisor, which fees are the sole responsibility and obligation of Buyer and shall not be borne, directly or indirectly, by the Target, any Selling Stockholder, or the Sellers' Representative.
(g) Investment Intent. Buyer is acquiring the shares of common stock of PulseLink Telematics, Inc. for its own account for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof in violation of applicable securities laws.
(h) Solvency. Immediately after giving effect to the Transaction and the payment of the Purchase Price and all related fees and expenses, Buyer will be solvent and will (i) be able to pay its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (iii) have adequate capital to carry on its business and all businesses in which it is about to engage.
Section 3 — Performance of Covenants and Obligations
3.1. Buyer has performed and complied in all material respects with all of the covenants, agreements, and obligations required to be performed or complied with by Buyer under the Agreement at or prior to the Closing Date, including, without limitation, the covenants and obligations set forth in Article VI and Article VIII of the Agreement.
3.2. Without limiting the generality of the foregoing, Buyer has performed and complied with the following specific covenants and obligations:
(a) Delivery of the Purchase Price. Buyer has caused to be delivered on the Closing Date the Purchase Price in the amount of Thirty-Five Million Dollars ($35,000,000), subject to the estimated working-capital adjustment. Based on the Estimated Closing Statement delivered by the Target to Buyer on June 10, 2025, the estimated Net Working Capital of the Target as of the close of business on the day immediately preceding the Closing Date is Five Million Forty Thousand Dollars ($5,040,000), which exceeds the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000) by Two Hundred Forty Thousand Dollars ($240,000) (the "Estimated Working Capital Adjustment"). Accordingly, the aggregate amount payable by Buyer at the Closing is Thirty-Five Million Two Hundred Forty Thousand Dollars ($35,240,000), less the Indemnification Escrow Amount and any other amounts required to be withheld or set aside pursuant to the Agreement. All payments have been made by wire transfer of immediately available funds in accordance with the Funds Flow Memorandum, dated June 12, 2025, executed by Buyer, the Sellers' Representative, the Escrow Agent, and Buyer's legal counsel.
(b) Deposit of the Indemnification Escrow Amount. Buyer has caused to be deposited with Pinnacle Trust Company, N.A. (the "Escrow Agent"), into Escrow Account Reference PT-ESC-2025-06197, the Indemnification Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) by wire transfer of immediately available funds, in accordance with Section 2.3 of the Agreement and the terms of the Escrow Agreement.
(c) Execution and Delivery of the Escrow Agreement. Buyer has duly executed and delivered the Escrow Agreement, dated as of the Closing Date, by and among Buyer, the Sellers' Representative (Graham Ellersick), and Pinnacle Trust Company, N.A., as Escrow Agent, governing the establishment, maintenance, and disbursement of the Indemnification Escrow Amount in accordance with the terms of the Agreement.
(d) Execution and Delivery of Employment and Retention Agreements. Buyer has duly executed and delivered (i) the Employment Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Graham Ellersick, (ii) the Employment Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Nathan Vosburg, and (iii) the Retention Agreement between Buyer (or a subsidiary or affiliate of Buyer designated in accordance with the Agreement) and Priya Chandrasekaran, in each case in the form attached to the Agreement or otherwise in form and substance mutually agreed upon by the applicable parties prior to the Closing, and each such agreement is in full force and effect as of the Closing Date.
(e) Execution and Delivery of Non-Competition and Non-Solicitation Agreements. Buyer has duly executed and delivered the Non-Competition and Non-Solicitation Agreements (in the forms attached to the Agreement as Exhibit D) with each Selling Stockholder holding five percent (5%) or more of the outstanding shares of PulseLink common stock immediately prior to the Closing, in accordance with Section 8.2(f) of the Agreement.
(f) Delivery of the Secretary's Certificate. Buyer has caused to be delivered the Secretary's Certificate of Buyer, dated as of the Closing Date, with certified copies of the resolutions of Buyer's Board of Directors authorizing the Transaction, the incumbency certificates of the officers of Buyer executing the Agreement and the ancillary documents, and certified copies of the certificate of incorporation and bylaws of Buyer, each as in effect on the Closing Date, attached thereto.
(g) Other Closing Deliverables. Buyer has executed and delivered, or caused to be executed and delivered, all other closing deliverables required of Buyer under Section 8.2 of the Agreement, in each case in form and substance reasonably satisfactory to the Selling Stockholders and the Sellers' Representative.
Section 4 — No Material Adverse Effect / No Impediment to Closing
4.1. As of the Closing Date, no event, circumstance, condition, development, change, or occurrence has occurred or arisen since the date of the Agreement (June 6, 2025) that, individually or in the aggregate, has had or would reasonably be expected to:
(a) give rise to a failure of any condition to the Closing set forth in Article VII or Article VIII of the Agreement;
(b) prevent, materially delay, or materially impair the ability of Buyer to consummate the Transaction or to perform any of its material obligations under the Agreement or any of the ancillary documents to which Buyer is a party; or
(c) result in a breach of any representation, warranty, covenant, or obligation of Buyer under the Agreement that would cause the conditions set forth in Section 8.2(a) or Section 8.2(b) of the Agreement not to be satisfied.
4.2. To the knowledge of the undersigned, as of the Closing Date, there is no fact, circumstance, or condition existing as of the date hereof that would reasonably be expected to give rise to any of the events, circumstances, or conditions described in Sections 4.1(a), 4.1(b), or 4.1(c) above.
Section 5 — No Litigation
5.1. As of the Closing Date, there is no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity, and whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against Buyer or any of its subsidiaries, affiliates, directors, or officers (in their capacities as such), including, without limitation, Veltrano Capital Partners Fund IV, L.P. or any of its general partners, managing members, or affiliates, that:
(a) seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the transactions contemplated by the Agreement, including the purchase and sale of the shares of common stock of PulseLink Telematics, Inc.; or
(b) would reasonably be expected to materially and adversely affect Buyer's ability to perform its obligations under the Agreement or any of the ancillary documents to which Buyer is a party, or to consummate the Transaction on the terms and subject to the conditions set forth in the Agreement.
5.2. To the knowledge of the undersigned, no governmental authority has indicated an intention to commence any action, suit, proceeding, investigation, or inquiry with respect to the Transaction or any of the transactions contemplated by the Agreement.
Section 6 — Financing Confirmation
6.1. Debt Financing. As of the Closing Date, the debt commitment letter issued by Arbor National Bank, N.A. (Reference No. ANB-CL-2025-0843), dated May 6, 2025 (the "Debt Commitment Letter"), providing for a senior secured credit facility in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), comprising (i) a term loan in the principal amount of Nineteen Million Five Hundred Thousand Dollars ($19,500,000) (the "Term Loan A") and (ii) a revolving credit facility in the principal amount of Five Million Dollars ($5,000,000) (the "Revolving Credit Facility"), remains in full force and effect and has not been amended, modified, supplemented, restated, terminated, withdrawn, or waived in any respect. All conditions precedent to the funding of the senior secured credit facility as set forth in the Debt Commitment Letter have been satisfied or, upon the consummation of the Closing, will be satisfied, and no event has occurred that would constitute a default or event of default (or that, with the giving of notice or the passage of time or both, would constitute a default or event of default) under the Debt Commitment Letter or the definitive credit documentation. Buyer has no reason to believe that the full amount of the debt financing contemplated by the Debt Commitment Letter will not be funded at or prior to the Closing.
6.2. Equity Financing. As of the Closing Date, the equity commitment from Veltrano Capital Partners Fund IV, L.P. in the amount of Twelve Million Dollars ($12,000,000), as set forth in the equity commitment letter dated May 2, 2025 (the "Equity Commitment Letter"), remains in full force and effect and has not been amended, modified, supplemented, restated, terminated, withdrawn, or waived in any respect. All conditions precedent to the funding of the equity commitment as set forth in the Equity Commitment Letter have been satisfied or, upon the consummation of the Closing, will be satisfied. Buyer has no reason to believe that the full amount of the equity financing contemplated by the Equity Commitment Letter will not be funded at or prior to the Closing.
6.3. Sufficiency of Funds. Buyer has, or upon the funding of the commitments described in Sections 6.1 and 6.2 above and together with Buyer's existing cash and cash equivalents, will have, sufficient immediately available funds to (i) pay the aggregate Purchase Price (as adjusted pursuant to the estimated working-capital adjustment), (ii) deposit the Indemnification Escrow Amount with the Escrow Agent, (iii) pay all fees, costs, and expenses of Buyer incurred in connection with the Transaction (including, without limitation, the fees and expenses of Mercer Peak Advisors LLC, legal counsel, and other advisors), and (iv) otherwise consummate all of the transactions contemplated by the Agreement on the terms and subject to the conditions set forth therein.
Section 7 — Governing Law
This Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The provisions of Section 11.8 of the Agreement (governing jurisdiction, venue, and waiver of jury trial) are hereby incorporated by reference into this Certificate, mutatis mutandis.
Section 8 — Reliance
8.1. This Certificate is delivered to the Selling Stockholders and the Sellers' Representative as a closing deliverable pursuant to Section 8.2(c) of the Agreement. The Selling Stockholders and the Sellers' Representative are entitled to rely on the certifications, representations, and statements made by the undersigned in this Certificate in connection with the Closing under the Agreement, and such reliance shall be deemed reasonable for all purposes.
8.2. This Certificate is being delivered solely in connection with the Closing and the satisfaction of the conditions to the obligations of the Selling Stockholders set forth in Section 8.2 of the Agreement. Nothing in this Certificate shall be deemed to expand, limit, modify, or otherwise alter the representations, warranties, covenants, agreements, or obligations of Buyer under the Agreement or any ancillary document, or to create any rights, remedies, or obligations not otherwise provided for in the Agreement. In the event of any inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control.
8.3. This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by electronic transmission (including by .pdf or other electronic format) shall be effective as delivery of a manually executed counterpart.
No exhibits or attachments are required to be attached to this Certificate. For the avoidance of doubt, this Certificate should be read in conjunction with (i) the Agreement, (ii) the Escrow Agreement among Buyer, the Sellers' Representative, and Pinnacle Trust Company, N.A., and (iii) the Secretary's Certificate of Buyer, each of which is being delivered concurrently herewith at the Closing. Copies of such documents are on file with Buyer's legal counsel and have been made available to the Sellers' Representative and the Selling Stockholders' legal counsel.
[Signature Page Follows]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first set forth above.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Marcus Reinholt
Title: Chief Executive Officer
Date: June 13, 2025
Note: Pursuant to Section 8.2(c) of the Agreement, this Officer's Certificate may alternatively be executed by Janine Calloway, Chief Financial Officer of Vantage Mobility Systems Corp., as an acceptable alternative signatory authorized by the Board of Directors of Buyer to deliver this Certificate on behalf of Buyer in connection with the Closing.

OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

RECITALS

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

VANTAGE MOBILITY SYSTEMS CORP.

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