1007-00006 · Vantage Mobility Systems Corp · Closing

secretarys-certificate-buyer.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

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

Dated as of June 13, 2025

The undersigned, Catherine M. Aldridge, hereby certifies that she is the duly elected and acting Secretary of Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Buyer"), having its principal executive offices located at 4800 Innovation Drive, Auburn Hills, Michigan 48326, and, in such capacity, is authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company.

This Certificate is delivered pursuant to Section 8.2(d) of that certain Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among (i) the Company, (ii) the Selling Stockholders named therein, including Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and each of the other stockholders of PulseLink Telematics, Inc. identified on Annex A to the Agreement (collectively, the "Selling Stockholders"), and (iii) PulseLink Telematics, Inc., a Delaware corporation ("PulseLink" or the "Target"). The Agreement provides for the acquisition by the Buyer of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000), subject to the purchase price adjustments and other terms and conditions set forth therein.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All references herein to "Exhibits" are to exhibits attached to this Certificate, each of which is incorporated herein by reference and made a part hereof.

The undersigned, in her capacity as Secretary of the Company, having reviewed the corporate records and files of the Company, and being duly authorized to execute and deliver this Certificate in connection with the closing (the "Closing") of the transactions contemplated by the Agreement, hereby certifies to the Selling Stockholders and PulseLink Telematics, Inc. as follows:

1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Vantage Mobility Systems Corp., as originally filed with the Secretary of State of the State of Delaware under Delaware File Number 5493017, together with all amendments, certificates of amendment, certificates of designation, and restatements thereto adopted through and including the date hereof (collectively, as so amended, the "Charter").

The undersigned further certifies that the Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit A and that the Charter remains in full force and effect as of the date hereof. No proceedings have been instituted or are pending, and no resolutions have been adopted or proposed, for the further amendment, restatement, merger, consolidation, conversion, domestication, dissolution, winding up, or liquidation of the Company, whether voluntary or involuntary, and no such proceedings are contemplated other than as expressly set forth in the Agreement or the Transaction Documents delivered in connection therewith.

2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Vantage Mobility Systems Corp. as currently in effect (the "Bylaws").

The undersigned further certifies that the Bylaws have not been amended, restated, supplemented, or otherwise modified since the date stated therein, and that the Bylaws remain in full force and effect as of the date hereof. No proceedings have been instituted, and no resolutions have been adopted or proposed, for the amendment, restatement, or other modification of the Bylaws, and no such proceedings are contemplated other than as may be expressly required pursuant to the terms of the Agreement or the Transaction Documents.

3. Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Vantage Mobility Systems Corp. (the "Board") by unanimous written consent in lieu of a meeting, effective as of June 5, 2025, in accordance with Section 141(f) of the Delaware General Corporation Law, Article III, Section 3.12 of the Bylaws, and the Charter.

The Resolutions were duly adopted in compliance with all applicable requirements of the Delaware General Corporation Law, the Charter, and the Bylaws, and the consent evidencing such Resolutions was executed by all members of the Board then in office. The Resolutions authorize, among other things:

(a) the execution, delivery, and performance by the Company of the Agreement, dated as of June 6, 2025, providing for the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for an aggregate purchase price of $35,000,000;

(b) the execution, delivery, and performance by the Company of the Escrow Agreement among the Company, Graham Ellersick, in his capacity as Sellers' Representative, and Pinnacle Trust Company, N.A., as escrow agent, including the deposit of $3,850,000 into escrow (Escrow Account Reference PT-ESC-2025-06197) pursuant to the terms of such Escrow Agreement;

(c) the execution, delivery, and performance by the Company of each of the other Transaction Documents to which the Company is or will be a party, including all ancillary agreements, certificates, and instruments contemplated by the Agreement;

(d) the consummation of all transactions contemplated by the Agreement, including the acquisition of the Target Shares and the payment of the Purchase Price;

(e) the entry into a senior secured credit facility with Arbor National Bank, N.A. in the aggregate principal amount of $24,500,000, comprising a $19,500,000 Term Loan A and a $5,000,000 Revolving Credit Facility (Commitment Letter Reference ANB-CL-2025-0843), to partially fund the acquisition;

(f) the acceptance of an equity contribution of $12,000,000 from Veltrano Capital Partners Fund IV, L.P.;

(g) the making of a joint election, together with the Selling Stockholders, under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with respect to the acquisition of PulseLink Telematics, Inc.;

(h) the designation of Marcus Reinholt (Chief Executive Officer), Janine Calloway (Chief Financial Officer), and Derek Winslow (General Counsel) as authorized signatories, each acting individually, to execute and deliver the Agreement, the Escrow Agreement, and all other Transaction Documents, certificates, instruments, and agreements on behalf of the Company, and to take all actions and execute all documents necessary or desirable to consummate the transactions contemplated thereby; and

(i) the ratification of all actions previously taken by the officers and agents of the Company in connection with the foregoing matters.

The undersigned further certifies that the Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.

4. Incumbency of Authorized Officers

Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate (the "Incumbency Certificate") setting forth the name, title, and specimen signature of each officer of the Company who has been authorized by the Board, pursuant to the Resolutions described in Section 3 above, to execute and deliver the Agreement and the other Transaction Documents on behalf of the Company.

The undersigned certifies that each person identified in the Incumbency Certificate holds the office set forth opposite his or her name, has held such office continuously since a date prior to the date of execution of the Agreement, and was duly serving in such office on June 6, 2025 (the date of execution of the Agreement) and continues to hold such office as of the date hereof. The signature set forth opposite each such person's name in the Incumbency Certificate is the true and genuine signature of such person.

The names, titles, and specimen signatures of the authorized officers are as follows:

5. Good Standing and Existence

The undersigned certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is being delivered separately as a Closing deliverable pursuant to Section 8.2(e) of the Agreement.

The undersigned further certifies that the Company is duly qualified to transact business and is in good standing as a foreign corporation in the State of Michigan and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Certificates of good standing or equivalent certifications from the Michigan Department of Licensing and Regulatory Affairs and each such other jurisdiction of qualification are being delivered separately as Closing deliverables or are available upon request.

6. Additional Certifications

The undersigned further certifies as follows:

(a) Corporate Power and Authority. The Company has full corporate power and authority under the Delaware General Corporation Law, the Charter, and the Bylaws to execute and deliver the Agreement and each other Transaction Document to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby, including the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for the Purchase Price of $35,000,000. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, and performance of the Agreement and the other Transaction Documents have been duly and properly taken.

(b) Governmental Consents and Approvals. No consent, approval, order, license, permit, or authorization of, or registration, declaration, notice, or filing with, any federal, state, local, or foreign governmental authority, agency, commission, court, or other body exercising governmental or quasi-governmental authority (each, a "Governmental Authority") is required to be obtained or made by or with respect to the Company in connection with the execution, delivery, and performance of the Agreement and the other Transaction Documents by the Company, or the consummation by the Company of the transactions contemplated thereby, other than (i) those that have been duly obtained or made prior to or as of the Closing and remain in full force and effect, (ii) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to which the applicable waiting period has expired or been terminated, and (iii) such other consents, approvals, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or to prevent or materially delay the consummation of the transactions contemplated by the Agreement.

(c) No Conflict. The execution, delivery, and performance by the Company of the Agreement and each other Transaction Document to which it is a party, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) conflict with, violate, or result in a breach of any provision of the Charter or the Bylaws, (ii) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or give rise to a right of termination, cancellation, acceleration, or modification of, any material contract, agreement, indenture, note, bond, mortgage, deed of trust, lease, license, permit, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, or (iii) violate any applicable law, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority applicable to the Company or by which any of its properties or assets is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in her capacity as Secretary of Vantage Mobility Systems Corp. and not in her individual capacity.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Catherine M. Aldridge

Title: Secretary

Date: June 13, 2025

Acknowledgment and Counter-Certification

The undersigned, Marcus Reinholt, Chief Executive Officer of Vantage Mobility Systems Corp., a Delaware corporation, hereby confirms and certifies that Catherine M. Aldridge is the duly elected, qualified, and acting Secretary of Vantage Mobility Systems Corp. and has held such office continuously since March 15, 2022. The signature appearing above on this Certificate is the true and genuine signature of Catherine M. Aldridge. The undersigned further confirms that Catherine M. Aldridge is duly authorized to execute and deliver this Certificate on behalf of the Company in connection with the Closing of the transactions contemplated by the Agreement.

ACKNOWLEDGED AND CONFIRMED:

By: ________

Name: Marcus Reinholt

Title: Chief Executive Officer

Date: June 13, 2025

EXHIBIT A

Certificate of Incorporation of Vantage Mobility Systems Corp.

(Including All Amendments Through the Date Hereof)

Delaware File Number: 5493017

Registered Agent: Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, Delaware 19801

[See attached certified copy of the Certificate of Incorporation of Vantage Mobility Systems Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of correction filed through and including June 13, 2025.]

EXHIBIT B

Bylaws of Vantage Mobility Systems Corp.

(As Currently in Effect)

[See attached copy of the Bylaws of Vantage Mobility Systems Corp., as adopted and in effect as of the date hereof, together with all amendments, restatements, and supplements thereto.]

EXHIBIT C

Resolutions of the Board of Directors of Vantage Mobility Systems Corp.

Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting

Effective as of June 5, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Vantage Mobility Systems Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Bylaws of the Company, hereby adopt the following preamble and resolutions by unanimous written consent, without a meeting, effective as of June 5, 2025:

PREAMBLE. WHEREAS, the Board has been presented with and has reviewed the terms and conditions of a proposed Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of June 6, 2025, by and among the Company, the Selling Stockholders named therein (including Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and others), and PulseLink Telematics, Inc., a Delaware corporation with its principal office at 7120 Kellner Parkway, Dublin, Ohio 43017 (the "Target"), pursuant to which the Company would acquire one hundred percent (100%) of the issued and outstanding shares of common stock of the Target (the "Target Shares") for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000) (the "Purchase Price"), subject to customary purchase price adjustments (the "Acquisition");

WHEREAS, the Board has reviewed and considered the terms and conditions of a proposed Escrow Agreement (the "Escrow Agreement") to be entered into among the Company, Graham Ellersick, in his capacity as Sellers' Representative, and Pinnacle Trust Company, N.A., as escrow agent (the "Escrow Agent"), pursuant to which the sum of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) of the Purchase Price would be deposited into escrow (Escrow Account Reference PT-ESC-2025-06197) at the Closing to secure certain indemnification obligations of the Selling Stockholders under the Purchase Agreement, with such escrow funds to be held for a period of eighteen (18) months following the Closing and scheduled for release on December 13, 2026, subject to the terms thereof;

WHEREAS, in connection with the Acquisition, the Company proposes to enter into certain ancillary agreements and other Transaction Documents, including Non-Competition Agreements with certain Selling Stockholders, Employment Agreements with Graham Ellersick and Nathan Vosburg, a Retention Agreement with Priya Chandrasekaran, and such other certificates, instruments, and agreements as may be required or contemplated by the Purchase Agreement (collectively with the Purchase Agreement and the Escrow Agreement, the "Transaction Documents");

WHEREAS, to partially finance the Acquisition, the Company proposes to enter into a senior secured credit facility with Arbor National Bank, N.A. (the "Lender") in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), consisting of (i) a Term Loan A facility in the principal amount of Nineteen Million Five Hundred Thousand Dollars ($19,500,000) bearing interest at SOFR plus 3.25% per annum and (ii) a Revolving Credit Facility in the principal amount of Five Million Dollars ($5,000,000) bearing interest at SOFR plus 3.00% per annum (collectively, the "Credit Facility"), pursuant to the terms of a Commitment Letter dated as of May 22, 2025 (Commitment Letter Reference ANB-CL-2025-0843) and the definitive credit agreement and related loan documents to be entered into in connection therewith (the "Financing Documents");

WHEREAS, to further finance the Acquisition, the Company proposes to accept an equity contribution of Twelve Million Dollars ($12,000,000) from Veltrano Capital Partners Fund IV, L.P. (the "Equity Contribution") and to apply Two Million Dollars ($2,000,000) of the Company's existing balance sheet cash (the "Balance Sheet Cash") toward the Purchase Price;

WHEREAS, the Board has reviewed and considered the engagement of Calderwood & Harkness LLP as buyer's counsel (Matter Number 1001-00004), Mercer Peak Advisors LLC as the Company's financial advisor, Greystone & Callahan LLP as the Company's tax advisor, and Resolute Underwriting Group, Inc. as the Company's representations and warranties insurance broker, and has reviewed the analyses, advice, and recommendations provided by each such advisor;

WHEREAS, in connection with the Acquisition, the Company proposes to procure a representations and warranties insurance policy from Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382) with a policy limit of Seven Million Seven Hundred Thousand Dollars ($7,700,000), an estimated premium of Two Hundred Thirty-One Thousand Dollars ($231,000), and a retention of Five Hundred Twenty-Five Thousand Dollars ($525,000), through Resolute Underwriting Group, Inc. (the "R&W Policy");

WHEREAS, the Company and the Selling Stockholders propose to make a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding election under applicable state and local tax law, with respect to the acquisition of the Target Shares (the "Section 338(h)(10) Election"); and

WHEREAS, after careful review and consideration of all relevant matters, including the presentations and recommendations of the Company's management, legal counsel, financial advisor, and tax advisor, the Board has determined that the Acquisition and the related transactions contemplated by the Transaction Documents and Financing Documents are fair and reasonable to the Company and in the best interests of the Company and its stockholder(s).

RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the Purchase Agreement, substantially in the form presented to the Board, together with such changes, amendments, and modifications thereto as any officer of the Company authorized below may approve (such approval to be conclusively evidenced by such officer's execution thereof), is hereby approved in all respects, and the execution, delivery, and performance by the Company of the Purchase Agreement, and the consummation by the Company of the transactions contemplated thereby, including the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for the Purchase Price of $35,000,000, are hereby authorized and approved;

RESOLVED FURTHER, that the Escrow Agreement, substantially in the form presented to the Board, together with such changes, amendments, and modifications thereto as any authorized officer of the Company may approve, is hereby approved in all respects, and the execution, delivery, and performance by the Company of the Escrow Agreement, including the deposit of $3,850,000 into escrow with Pinnacle Trust Company, N.A. (Escrow Account Reference PT-ESC-2025-06197), is hereby authorized and approved;

RESOLVED FURTHER, that each of the other Transaction Documents to which the Company is or will be a party, including the Non-Competition Agreements, Employment Agreements with Graham Ellersick and Nathan Vosburg, Retention Agreement with Priya Chandrasekaran, and all other ancillary agreements, certificates, instruments, and documents required or contemplated by the Purchase Agreement, in substantially the forms presented to the Board or in such forms as any authorized officer of the Company may approve, are hereby approved in all respects, and the execution, delivery, and performance by the Company of each such Transaction Document is hereby authorized and approved;

RESOLVED FURTHER, that the entry by the Company into the Credit Facility with Arbor National Bank, N.A. in the aggregate principal amount of $24,500,000, comprising a Term Loan A of $19,500,000 at SOFR + 3.25% and a Revolving Credit Facility of $5,000,000 at SOFR + 3.00% (Commitment Letter Reference ANB-CL-2025-0843), and the execution, delivery, and performance by the Company of the definitive credit agreement and all related Financing Documents, including security agreements, pledge agreements, guarantees, notes, and all other instruments and documents required in connection therewith, are hereby authorized and approved;

RESOLVED FURTHER, that the acceptance by the Company of the Equity Contribution of $12,000,000 from Veltrano Capital Partners Fund IV, L.P. and the application of $2,000,000 of the Company's balance sheet cash toward the Purchase Price are hereby authorized and approved;

RESOLVED FURTHER, that the Company is hereby authorized and directed to make, jointly with the Selling Stockholders, an election under Section 338(h)(10) of the Code and any corresponding election under applicable state and local tax law with respect to the acquisition of the Target Shares, and to prepare, execute, and file all forms, returns, and documents required in connection therewith, including IRS Form 8023 and any applicable state or local equivalents;

RESOLVED FURTHER, that the Company is hereby authorized to procure the R&W Policy from Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382; policy limit of $7,700,000; estimated premium of $231,000; retention of $525,000) through Resolute Underwriting Group, Inc., and the execution and delivery of any binders, applications, certificates, or other documents required in connection therewith are hereby authorized and approved;

RESOLVED FURTHER, that each of Marcus Reinholt, Chief Executive Officer, Janine Calloway, Chief Financial Officer, and Derek Winslow, General Counsel, is hereby designated as an authorized officer of the Company and is hereby authorized and empowered, each acting individually and without the joinder of any other officer, to execute and deliver the Purchase Agreement, the Escrow Agreement, the Financing Documents, and all other Transaction Documents, certificates, instruments, agreements, and documents on behalf of the Company in connection with the Acquisition and the transactions contemplated thereby, with such changes, amendments, and modifications thereto as such officer may approve (such approval to be conclusively evidenced by such officer's execution thereof), and to take all such further actions and execute all such further documents, instruments, and certificates as such officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby;

RESOLVED FURTHER, that any officer or authorized agent of the Company is hereby authorized and directed to take all such further actions, to execute and deliver all such further agreements, certificates, instruments, and documents, and to pay all such fees, costs, and expenses, in the name and on behalf of the Company, as such officer or agent may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, the transactions contemplated by the Purchase Agreement and the other Transaction Documents, and all matters incidental thereto, the taking of any such actions, the execution and delivery of any such documents, and the payment of any such fees, costs, and expenses to be conclusive evidence of the approval thereof by the Board; and

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or agent of the Company in connection with the matters described in or contemplated by the foregoing resolutions, and all agreements, documents, instruments, and certificates executed and delivered by any such person in connection therewith, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by electronic transmission (including by PDF) shall be equally effective as delivery of a manually executed counterpart.

EXHIBIT D

Incumbency Certificate of Authorized Officers of Vantage Mobility Systems Corp.

The undersigned, Catherine M. Aldridge, Secretary of Vantage Mobility Systems Corp., a Delaware corporation (the "Company"), hereby certifies, pursuant to Section 8.2(d) of that certain Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among the Company, the Selling Stockholders named therein, and PulseLink Telematics, Inc., that the following persons are the duly elected or appointed, qualified, and acting officers of the Company in the capacities set forth below, that each such person held such office on the date of execution and delivery of the Agreement and continues to hold such office as of the date hereof, and that the signatures set forth opposite their respective names are their true and genuine signatures:

Each of the foregoing officers is authorized to act individually, without the joinder of any other officer, in executing and delivering the Agreement, the Escrow Agreement, and all other Transaction Documents, certificates, instruments, and agreements on behalf of the Company in connection with the transactions contemplated by the Agreement, as more fully set forth in the resolutions of the Board of Directors of the Company attached as Exhibit C to this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of June 13, 2025, in her capacity as Secretary of Vantage Mobility Systems Corp.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Catherine M. Aldridge

Title: Secretary

Date: June 13, 2025

Name	Title	Specimen Signature
Marcus Reinholt	Chief Executive Officer	_____
Janine Calloway	Chief Financial Officer	_____
Derek Winslow	General Counsel	_____
Name	Title	Specimen Signature
Marcus Reinholt	Chief Executive Officer	_____
Janine Calloway	Chief Financial Officer	_____
Derek Winslow	General Counsel	_____

SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.
Delivered Pursuant to Section 8.2(d) of the Stock Purchase Agreement
Dated as of June 13, 2025
The undersigned, Catherine M. Aldridge, hereby certifies that she is the duly elected and acting Secretary of Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "Buyer"), having its principal executive offices located at 4800 Innovation Drive, Auburn Hills, Michigan 48326, and, in such capacity, is authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company.
This Certificate is delivered pursuant to Section 8.2(d) of that certain Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among (i) the Company, (ii) the Selling Stockholders named therein, including Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and each of the other stockholders of PulseLink Telematics, Inc. identified on Annex A to the Agreement (collectively, the "Selling Stockholders"), and (iii) PulseLink Telematics, Inc., a Delaware corporation ("PulseLink" or the "Target"). The Agreement provides for the acquisition by the Buyer of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000), subject to the purchase price adjustments and other terms and conditions set forth therein.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. All references herein to "Exhibits" are to exhibits attached to this Certificate, each of which is incorporated herein by reference and made a part hereof.
The undersigned, in her capacity as Secretary of the Company, having reviewed the corporate records and files of the Company, and being duly authorized to execute and deliver this Certificate in connection with the closing (the "Closing") of the transactions contemplated by the Agreement, hereby certifies to the Selling Stockholders and PulseLink Telematics, Inc. as follows:
1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Vantage Mobility Systems Corp., as originally filed with the Secretary of State of the State of Delaware under Delaware File Number 5493017, together with all amendments, certificates of amendment, certificates of designation, and restatements thereto adopted through and including the date hereof (collectively, as so amended, the "Charter").
The undersigned further certifies that the Charter has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached as part of Exhibit A and that the Charter remains in full force and effect as of the date hereof. No proceedings have been instituted or are pending, and no resolutions have been adopted or proposed, for the further amendment, restatement, merger, consolidation, conversion, domestication, dissolution, winding up, or liquidation of the Company, whether voluntary or involuntary, and no such proceedings are contemplated other than as expressly set forth in the Agreement or the Transaction Documents delivered in connection therewith.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Vantage Mobility Systems Corp. as currently in effect (the "Bylaws").
The undersigned further certifies that the Bylaws have not been amended, restated, supplemented, or otherwise modified since the date stated therein, and that the Bylaws remain in full force and effect as of the date hereof. No proceedings have been instituted, and no resolutions have been adopted or proposed, for the amendment, restatement, or other modification of the Bylaws, and no such proceedings are contemplated other than as may be expressly required pursuant to the terms of the Agreement or the Transaction Documents.
3. Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Vantage Mobility Systems Corp. (the "Board") by unanimous written consent in lieu of a meeting, effective as of June 5, 2025, in accordance with Section 141(f) of the Delaware General Corporation Law, Article III, Section 3.12 of the Bylaws, and the Charter.
The Resolutions were duly adopted in compliance with all applicable requirements of the Delaware General Corporation Law, the Charter, and the Bylaws, and the consent evidencing such Resolutions was executed by all members of the Board then in office. The Resolutions authorize, among other things:
(a) the execution, delivery, and performance by the Company of the Agreement, dated as of June 6, 2025, providing for the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for an aggregate purchase price of $35,000,000;
(b) the execution, delivery, and performance by the Company of the Escrow Agreement among the Company, Graham Ellersick, in his capacity as Sellers' Representative, and Pinnacle Trust Company, N.A., as escrow agent, including the deposit of $3,850,000 into escrow (Escrow Account Reference PT-ESC-2025-06197) pursuant to the terms of such Escrow Agreement;
(c) the execution, delivery, and performance by the Company of each of the other Transaction Documents to which the Company is or will be a party, including all ancillary agreements, certificates, and instruments contemplated by the Agreement;
(d) the consummation of all transactions contemplated by the Agreement, including the acquisition of the Target Shares and the payment of the Purchase Price;
(e) the entry into a senior secured credit facility with Arbor National Bank, N.A. in the aggregate principal amount of $24,500,000, comprising a $19,500,000 Term Loan A and a $5,000,000 Revolving Credit Facility (Commitment Letter Reference ANB-CL-2025-0843), to partially fund the acquisition;
(f) the acceptance of an equity contribution of $12,000,000 from Veltrano Capital Partners Fund IV, L.P.;
(g) the making of a joint election, together with the Selling Stockholders, under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with respect to the acquisition of PulseLink Telematics, Inc.;
(h) the designation of Marcus Reinholt (Chief Executive Officer), Janine Calloway (Chief Financial Officer), and Derek Winslow (General Counsel) as authorized signatories, each acting individually, to execute and deliver the Agreement, the Escrow Agreement, and all other Transaction Documents, certificates, instruments, and agreements on behalf of the Company, and to take all actions and execute all documents necessary or desirable to consummate the transactions contemplated thereby; and
(i) the ratification of all actions previously taken by the officers and agents of the Company in connection with the foregoing matters.
The undersigned further certifies that the Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.
4. Incumbency of Authorized Officers
Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate (the "Incumbency Certificate") setting forth the name, title, and specimen signature of each officer of the Company who has been authorized by the Board, pursuant to the Resolutions described in Section 3 above, to execute and deliver the Agreement and the other Transaction Documents on behalf of the Company.
The undersigned certifies that each person identified in the Incumbency Certificate holds the office set forth opposite his or her name, has held such office continuously since a date prior to the date of execution of the Agreement, and was duly serving in such office on June 6, 2025 (the date of execution of the Agreement) and continues to hold such office as of the date hereof. The signature set forth opposite each such person's name in the Incumbency Certificate is the true and genuine signature of such person.
The names, titles, and specimen signatures of the authorized officers are as follows:
5. Good Standing and Existence
The undersigned certifies that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, a copy of which is being delivered separately as a Closing deliverable pursuant to Section 8.2(e) of the Agreement.
The undersigned further certifies that the Company is duly qualified to transact business and is in good standing as a foreign corporation in the State of Michigan and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Certificates of good standing or equivalent certifications from the Michigan Department of Licensing and Regulatory Affairs and each such other jurisdiction of qualification are being delivered separately as Closing deliverables or are available upon request.
6. Additional Certifications
The undersigned further certifies as follows:
(a) Corporate Power and Authority. The Company has full corporate power and authority under the Delaware General Corporation Law, the Charter, and the Bylaws to execute and deliver the Agreement and each other Transaction Document to which it is a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby, including the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for the Purchase Price of $35,000,000. All corporate acts and other proceedings required to be taken by the Company to authorize the execution, delivery, and performance of the Agreement and the other Transaction Documents have been duly and properly taken.
(b) Governmental Consents and Approvals. No consent, approval, order, license, permit, or authorization of, or registration, declaration, notice, or filing with, any federal, state, local, or foreign governmental authority, agency, commission, court, or other body exercising governmental or quasi-governmental authority (each, a "Governmental Authority") is required to be obtained or made by or with respect to the Company in connection with the execution, delivery, and performance of the Agreement and the other Transaction Documents by the Company, or the consummation by the Company of the transactions contemplated thereby, other than (i) those that have been duly obtained or made prior to or as of the Closing and remain in full force and effect, (ii) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to which the applicable waiting period has expired or been terminated, and (iii) such other consents, approvals, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or to prevent or materially delay the consummation of the transactions contemplated by the Agreement.
(c) No Conflict. The execution, delivery, and performance by the Company of the Agreement and each other Transaction Document to which it is a party, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) conflict with, violate, or result in a breach of any provision of the Charter or the Bylaws, (ii) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or give rise to a right of termination, cancellation, acceleration, or modification of, any material contract, agreement, indenture, note, bond, mortgage, deed of trust, lease, license, permit, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, or (iii) violate any applicable law, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority applicable to the Company or by which any of its properties or assets is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above, in her capacity as Secretary of Vantage Mobility Systems Corp. and not in her individual capacity.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Catherine M. Aldridge
Title: Secretary
Date: June 13, 2025
Acknowledgment and Counter-Certification
The undersigned, Marcus Reinholt, Chief Executive Officer of Vantage Mobility Systems Corp., a Delaware corporation, hereby confirms and certifies that Catherine M. Aldridge is the duly elected, qualified, and acting Secretary of Vantage Mobility Systems Corp. and has held such office continuously since March 15, 2022. The signature appearing above on this Certificate is the true and genuine signature of Catherine M. Aldridge. The undersigned further confirms that Catherine M. Aldridge is duly authorized to execute and deliver this Certificate on behalf of the Company in connection with the Closing of the transactions contemplated by the Agreement.
ACKNOWLEDGED AND CONFIRMED:
By: ________
Name: Marcus Reinholt
Title: Chief Executive Officer
Date: June 13, 2025
EXHIBIT A
Certificate of Incorporation of Vantage Mobility Systems Corp.
(Including All Amendments Through the Date Hereof)
Delaware File Number: 5493017
Registered Agent: Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, Delaware 19801
[See attached certified copy of the Certificate of Incorporation of Vantage Mobility Systems Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, and certificates of correction filed through and including June 13, 2025.]
EXHIBIT B
Bylaws of Vantage Mobility Systems Corp.
(As Currently in Effect)
[See attached copy of the Bylaws of Vantage Mobility Systems Corp., as adopted and in effect as of the date hereof, together with all amendments, restatements, and supplements thereto.]
EXHIBIT C
Resolutions of the Board of Directors of Vantage Mobility Systems Corp.
Unanimous Written Consent of the Board of Directors in Lieu of a Special Meeting
Effective as of June 5, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Vantage Mobility Systems Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Bylaws of the Company, hereby adopt the following preamble and resolutions by unanimous written consent, without a meeting, effective as of June 5, 2025:
PREAMBLE.  WHEREAS, the Board has been presented with and has reviewed the terms and conditions of a proposed Stock Purchase Agreement (the "Purchase Agreement"), to be dated as of June 6, 2025, by and among the Company, the Selling Stockholders named therein (including Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and others), and PulseLink Telematics, Inc., a Delaware corporation with its principal office at 7120 Kellner Parkway, Dublin, Ohio 43017 (the "Target"), pursuant to which the Company would acquire one hundred percent (100%) of the issued and outstanding shares of common stock of the Target (the "Target Shares") for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000) (the "Purchase Price"), subject to customary purchase price adjustments (the "Acquisition");
WHEREAS, the Board has reviewed and considered the terms and conditions of a proposed Escrow Agreement (the "Escrow Agreement") to be entered into among the Company, Graham Ellersick, in his capacity as Sellers' Representative, and Pinnacle Trust Company, N.A., as escrow agent (the "Escrow Agent"), pursuant to which the sum of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) of the Purchase Price would be deposited into escrow (Escrow Account Reference PT-ESC-2025-06197) at the Closing to secure certain indemnification obligations of the Selling Stockholders under the Purchase Agreement, with such escrow funds to be held for a period of eighteen (18) months following the Closing and scheduled for release on December 13, 2026, subject to the terms thereof;
WHEREAS, in connection with the Acquisition, the Company proposes to enter into certain ancillary agreements and other Transaction Documents, including Non-Competition Agreements with certain Selling Stockholders, Employment Agreements with Graham Ellersick and Nathan Vosburg, a Retention Agreement with Priya Chandrasekaran, and such other certificates, instruments, and agreements as may be required or contemplated by the Purchase Agreement (collectively with the Purchase Agreement and the Escrow Agreement, the "Transaction Documents");
WHEREAS, to partially finance the Acquisition, the Company proposes to enter into a senior secured credit facility with Arbor National Bank, N.A. (the "Lender") in the aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), consisting of (i) a Term Loan A facility in the principal amount of Nineteen Million Five Hundred Thousand Dollars ($19,500,000) bearing interest at SOFR plus 3.25% per annum and (ii) a Revolving Credit Facility in the principal amount of Five Million Dollars ($5,000,000) bearing interest at SOFR plus 3.00% per annum (collectively, the "Credit Facility"), pursuant to the terms of a Commitment Letter dated as of May 22, 2025 (Commitment Letter Reference ANB-CL-2025-0843) and the definitive credit agreement and related loan documents to be entered into in connection therewith (the "Financing Documents");
WHEREAS, to further finance the Acquisition, the Company proposes to accept an equity contribution of Twelve Million Dollars ($12,000,000) from Veltrano Capital Partners Fund IV, L.P. (the "Equity Contribution") and to apply Two Million Dollars ($2,000,000) of the Company's existing balance sheet cash (the "Balance Sheet Cash") toward the Purchase Price;
WHEREAS, the Board has reviewed and considered the engagement of Calderwood & Harkness LLP as buyer's counsel (Matter Number 1001-00004), Mercer Peak Advisors LLC as the Company's financial advisor, Greystone & Callahan LLP as the Company's tax advisor, and Resolute Underwriting Group, Inc. as the Company's representations and warranties insurance broker, and has reviewed the analyses, advice, and recommendations provided by each such advisor;
WHEREAS, in connection with the Acquisition, the Company proposes to procure a representations and warranties insurance policy from Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382) with a policy limit of Seven Million Seven Hundred Thousand Dollars ($7,700,000), an estimated premium of Two Hundred Thirty-One Thousand Dollars ($231,000), and a retention of Five Hundred Twenty-Five Thousand Dollars ($525,000), through Resolute Underwriting Group, Inc. (the "R&W Policy");
WHEREAS, the Company and the Selling Stockholders propose to make a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any corresponding election under applicable state and local tax law, with respect to the acquisition of the Target Shares (the "Section 338(h)(10) Election"); and
WHEREAS, after careful review and consideration of all relevant matters, including the presentations and recommendations of the Company's management, legal counsel, financial advisor, and tax advisor, the Board has determined that the Acquisition and the related transactions contemplated by the Transaction Documents and Financing Documents are fair and reasonable to the Company and in the best interests of the Company and its stockholder(s).
RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED, that the Purchase Agreement, substantially in the form presented to the Board, together with such changes, amendments, and modifications thereto as any officer of the Company authorized below may approve (such approval to be conclusively evidenced by such officer's execution thereof), is hereby approved in all respects, and the execution, delivery, and performance by the Company of the Purchase Agreement, and the consummation by the Company of the transactions contemplated thereby, including the acquisition of one hundred percent (100%) of the issued and outstanding shares of common stock of PulseLink Telematics, Inc. for the Purchase Price of $35,000,000, are hereby authorized and approved;
RESOLVED FURTHER, that the Escrow Agreement, substantially in the form presented to the Board, together with such changes, amendments, and modifications thereto as any authorized officer of the Company may approve, is hereby approved in all respects, and the execution, delivery, and performance by the Company of the Escrow Agreement, including the deposit of $3,850,000 into escrow with Pinnacle Trust Company, N.A. (Escrow Account Reference PT-ESC-2025-06197), is hereby authorized and approved;
RESOLVED FURTHER, that each of the other Transaction Documents to which the Company is or will be a party, including the Non-Competition Agreements, Employment Agreements with Graham Ellersick and Nathan Vosburg, Retention Agreement with Priya Chandrasekaran, and all other ancillary agreements, certificates, instruments, and documents required or contemplated by the Purchase Agreement, in substantially the forms presented to the Board or in such forms as any authorized officer of the Company may approve, are hereby approved in all respects, and the execution, delivery, and performance by the Company of each such Transaction Document is hereby authorized and approved;
RESOLVED FURTHER, that the entry by the Company into the Credit Facility with Arbor National Bank, N.A. in the aggregate principal amount of $24,500,000, comprising a Term Loan A of $19,500,000 at SOFR + 3.25% and a Revolving Credit Facility of $5,000,000 at SOFR + 3.00% (Commitment Letter Reference ANB-CL-2025-0843), and the execution, delivery, and performance by the Company of the definitive credit agreement and all related Financing Documents, including security agreements, pledge agreements, guarantees, notes, and all other instruments and documents required in connection therewith, are hereby authorized and approved;
RESOLVED FURTHER, that the acceptance by the Company of the Equity Contribution of $12,000,000 from Veltrano Capital Partners Fund IV, L.P. and the application of $2,000,000 of the Company's balance sheet cash toward the Purchase Price are hereby authorized and approved;
RESOLVED FURTHER, that the Company is hereby authorized and directed to make, jointly with the Selling Stockholders, an election under Section 338(h)(10) of the Code and any corresponding election under applicable state and local tax law with respect to the acquisition of the Target Shares, and to prepare, execute, and file all forms, returns, and documents required in connection therewith, including IRS Form 8023 and any applicable state or local equivalents;
RESOLVED FURTHER, that the Company is hereby authorized to procure the R&W Policy from Northshore Indemnity Insurance Co. (Policy Binder Number NSI-RW-2025-3382; policy limit of $7,700,000; estimated premium of $231,000; retention of $525,000) through Resolute Underwriting Group, Inc., and the execution and delivery of any binders, applications, certificates, or other documents required in connection therewith are hereby authorized and approved;
RESOLVED FURTHER, that each of Marcus Reinholt, Chief Executive Officer, Janine Calloway, Chief Financial Officer, and Derek Winslow, General Counsel, is hereby designated as an authorized officer of the Company and is hereby authorized and empowered, each acting individually and without the joinder of any other officer, to execute and deliver the Purchase Agreement, the Escrow Agreement, the Financing Documents, and all other Transaction Documents, certificates, instruments, agreements, and documents on behalf of the Company in connection with the Acquisition and the transactions contemplated thereby, with such changes, amendments, and modifications thereto as such officer may approve (such approval to be conclusively evidenced by such officer's execution thereof), and to take all such further actions and execute all such further documents, instruments, and certificates as such officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby;
RESOLVED FURTHER, that any officer or authorized agent of the Company is hereby authorized and directed to take all such further actions, to execute and deliver all such further agreements, certificates, instruments, and documents, and to pay all such fees, costs, and expenses, in the name and on behalf of the Company, as such officer or agent may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, the transactions contemplated by the Purchase Agreement and the other Transaction Documents, and all matters incidental thereto, the taking of any such actions, the execution and delivery of any such documents, and the payment of any such fees, costs, and expenses to be conclusive evidence of the approval thereof by the Board; and
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or agent of the Company in connection with the matters described in or contemplated by the foregoing resolutions, and all agreements, documents, instruments, and certificates executed and delivered by any such person in connection therewith, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by electronic transmission (including by PDF) shall be equally effective as delivery of a manually executed counterpart.
EXHIBIT D
Incumbency Certificate of Authorized Officers of Vantage Mobility Systems Corp.
The undersigned, Catherine M. Aldridge, Secretary of Vantage Mobility Systems Corp., a Delaware corporation (the "Company"), hereby certifies, pursuant to Section 8.2(d) of that certain Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among the Company, the Selling Stockholders named therein, and PulseLink Telematics, Inc., that the following persons are the duly elected or appointed, qualified, and acting officers of the Company in the capacities set forth below, that each such person held such office on the date of execution and delivery of the Agreement and continues to hold such office as of the date hereof, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Each of the foregoing officers is authorized to act individually, without the joinder of any other officer, in executing and delivering the Agreement, the Escrow Agreement, and all other Transaction Documents, certificates, instruments, and agreements on behalf of the Company in connection with the transactions contemplated by the Agreement, as more fully set forth in the resolutions of the Board of Directors of the Company attached as Exhibit C to this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of June 13, 2025, in her capacity as Secretary of Vantage Mobility Systems Corp.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Catherine M. Aldridge
Title: Secretary
Date: June 13, 2025
Name | Title | Specimen Signature
Marcus Reinholt | Chief Executive Officer | _____
Janine Calloway | Chief Financial Officer | _____
Derek Winslow | General Counsel | _____
Name | Title | Specimen Signature
Marcus Reinholt | Chief Executive Officer | _____
Janine Calloway | Chief Financial Officer | _____
Derek Winslow | General Counsel | _____

SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

SECRETARY'S CERTIFICATE OF VANTAGE MOBILITY SYSTEMS CORP.

SIGNATURE PAGE

VANTAGE MOBILITY SYSTEMS CORP.

ACKNOWLEDGED AND CONFIRMED:

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

VANTAGE MOBILITY SYSTEMS CORP.

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