1007-00006 · Vantage Mobility Systems Corp · Engagement

engagement-letter-vms.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

1 International Place, Suite 4100 Boston, Massachusetts 02110 Telephone: (617) 904-2200	Facsimile: (617) 904-2201
300 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Telephone: (312) 667-5500	Facsimile: (312) 667-5501

www.calderwoodharkness.com

April 28, 2025

VIA EMAIL AND HAND DELIVERY

Mr. Marcus Reinholt Chief Executive Officer Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, Michigan 48326

Mr. Derek Winslow General Counsel Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, Michigan 48326

cc: Mr. Howard Trask, Managing Partner Veltrano Capital GP IV LLC 600 Griswold Street, Suite 3400 Detroit, Michigan 48226

Re: Engagement of Calderwood & Harkness LLP by Vantage Mobility Systems Corp. — Proposed Stock Acquisition of PulseLink Telematics, Inc.

Firm Matter Number: 1001-00004

Dear Mr. Reinholt and Mr. Winslow:

1. Introduction and Engagement

We are pleased that Vantage Mobility Systems Corp. has selected Calderwood & Harkness LLP to serve as its legal counsel in connection with the transaction described below, and we thank you for your confidence in our firm. We look forward to working with you, your management team, and your advisors throughout this process.

This letter confirms that Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") has been retained by Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware and headquartered in Auburn Hills, Michigan ("Vantage," the "Company," or the "Client"), to serve as buyer's counsel in connection with the Company's proposed acquisition of one hundred percent (100%) of the issued and outstanding capital stock of PulseLink Telematics, Inc., a Delaware corporation with its principal offices located in Dublin, Ohio ("PulseLink" or the "Target"), for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000) (the "Transaction"). We understand that the Transaction is expected to be structured as a stock purchase in which Vantage will acquire all of the equity interests held by PulseLink's stockholders (collectively, the "Selling Stockholders"), including Clearwater Ventures II, L.P., and certain individual and other institutional holders.

We further understand that Vantage is a portfolio company of Veltrano Capital Partners Fund IV, L.P. ("Veltrano IV"), a private equity fund managed by Veltrano Capital GP IV LLC, and that Veltrano IV and its affiliated entities have a significant interest in the successful execution of the Transaction. We note the copy of this letter provided to Mr. Howard Trask at Veltrano Capital GP IV LLC for informational purposes; however, our attorney-client relationship in this matter is with Vantage Mobility Systems Corp. and not with Veltrano Capital GP IV LLC, Veltrano IV, or any of their respective affiliates, except to the extent separately agreed in writing.

We understand that the Company and PulseLink executed a non-binding letter of intent on April 25, 2025 (the "LOI"), which outlines the principal terms of the proposed Transaction, including the purchase price, key structural elements, and an exclusivity period. This engagement letter (this "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness will provide legal services to Vantage in connection with the Transaction, and supersedes any prior oral or written understandings between the parties regarding the scope and terms of this engagement.

2. Scope of Representation

Calderwood & Harkness will represent Vantage as buyer's counsel in connection with the Transaction. The scope of our representation will include the following:

(a) Definitive Transaction Documentation. Structuring, drafting, and negotiating the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents in connection therewith. Ancillary documents are anticipated to include, without limitation, disclosure schedules, an escrow agreement, non-competition and non-solicitation agreements for key Selling Stockholders and members of PulseLink management, employment and retention agreements for key personnel of the Target who will continue with the business following the closing, transition services arrangements (if applicable), and all other customary closing deliverables required in connection with a transaction of this nature. The Firm will lead all negotiations with sellers' counsel and coordinate revisions and comments across multiple drafts of the definitive documentation.

(b) Legal Due Diligence. Conducting and supervising comprehensive legal due diligence of PulseLink and its operations. The scope of due diligence will include, but is not limited to, review and analysis of the Target's corporate organization and good standing, capitalization and equity ownership (including any outstanding options, warrants, or other convertible securities), material contracts and commercial agreements, intellectual property portfolio (including patents, trademarks, trade secrets, and software licenses), employment and labor matters (including benefit plans, employment agreements, and independent contractor arrangements), real property interests (including any leased premises), environmental compliance, regulatory compliance (including data privacy and cybersecurity matters relevant to a telematics company), pending or threatened litigation and dispute history, insurance coverage, tax matters, and the corporate structure and operations of the Target's Mexican subsidiary, Soluciones PulseLink de México, S. de R.L. de C.V. (the "Mexican Subsidiary"). With respect to the Mexican Subsidiary, we anticipate engaging or coordinating with local Mexican counsel, as necessary, for matters of Mexican law; the fees of any such local counsel would be billed separately as set forth in Section 4 below.

(c) Advisor Coordination and Tax Structuring. Coordinating with the Company's financial advisor, Mercer Peak Advisors LLC, and tax advisor, Greystone & Callahan LLP, on transaction structuring matters. This will include analysis of and advice regarding a potential joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, if the parties determine that such an election would be advantageous. We will work closely with Greystone & Callahan LLP to ensure that the tax aspects of the Transaction are properly reflected in the definitive documentation and that the allocation of the purchase price, if a Section 338(h)(10) election is made, is appropriately documented.

(d) Representations and Warranties Insurance. Advising on the representations and warranties insurance ("RWI") placement process, including review and negotiation of the RWI policy application, underwriting materials, no-claims declarations, and the final policy issued by Northshore Indemnity Insurance Co. (the "RWI Carrier"), as brokered by Resolute Underwriting Group, Inc. (the "RWI Broker"). Our advice in this regard will focus on the legal and transactional aspects of the RWI policy, including the scope of coverage, exclusions, retention amounts, and the interplay between the RWI policy and the indemnification provisions of the SPA.

(e) Acquisition Financing. Reviewing and advising on the senior secured credit facility provided by Arbor National Bank, N.A. (the "Lender") to the extent that such facility relates to the financing of the Transaction, including reviewing any amendments to the existing credit agreement necessitated by the acquisition, coordinating with lender's counsel as needed to ensure that the Transaction documentation is consistent with the requirements of the Lender, and reviewing any required consents, approvals, or waivers from the Lender in connection with the Transaction.

(f) Escrow Agreement. Reviewing and negotiating the escrow agreement to be entered into among Vantage, the Selling Stockholders (or their representative), and Pinnacle Trust Company, N.A., as escrow agent, governing the terms and conditions of the escrow fund established in connection with the Transaction for indemnification and working capital adjustment purposes.

(g) Closing Mechanics. Advising on closing mechanics, including preparation of the funds flow memorandum, coordination of wire transfers, and preparation of all buyer-side closing deliverables, including the officer's certificate of Vantage, secretary's certificate of Vantage, bring-down due diligence, and any other documents required to be delivered by the buyer at or prior to closing.

(h) Post-Closing Matters. To the extent specifically requested by the Client, advising on post-closing matters related to the Transaction, including the working capital true-up and adjustment procedures, preparation and review of the closing statement, administration of indemnification claims (if any) under the SPA, and coordination with the escrow agent regarding any disbursements from the escrow fund.

The Transaction is expected to be governed by the laws of the State of Delaware, and the definitive documentation will be drafted accordingly. We understand that PulseLink's legal counsel in the Transaction is the law firm of Whitfield, Draper & Colón LLP, located in Columbus, Ohio, with Catherine Okafor, Partner, serving as lead counsel for the Selling Stockholders and the Target (collectively, "Sellers' Counsel").

Exclusions from Scope. This engagement does not include, and Calderwood & Harkness is not being retained to provide, the following services: (i) preparation or filing of any regulatory filings, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (we note that no HSR Act filing is required for the Transaction, as the aggregate transaction value of $35,000,000 is below the applicable 2025 size-of-transaction reporting threshold of $119.5 million); (ii) preparation of federal, state, local, or foreign tax returns for Vantage or any other party; (iii) ongoing corporate or general commercial representation of Vantage outside the scope of the Transaction; or (iv) any other matter not specifically described in this Section 2. Any expansion of the scope of our representation would require a separate written agreement or an amendment to this Engagement Letter.

3. Engagement Team

The following attorneys will comprise the primary engagement team for this matter:

Responsible Partner: Sandra Tung, Partner, Mergers & Acquisitions Practice Group. Sandra will have overall responsibility for and supervision of all aspects of the Firm's representation of Vantage in connection with the Transaction. She will serve as the primary relationship partner and will be involved in key strategic decisions, negotiations with Sellers' Counsel, and review of all material documentation.

Billing Partner: Oliver Mackenzie, Partner, Mergers & Acquisitions Practice Group. Oliver will oversee all billing matters related to the engagement and will serve as an additional senior resource on the Transaction. Oliver brings particular depth in acquisition financing and RWI matters and will be available to supplement Sandra's efforts as the engagement requires.

Lead Associate: Naomi Petersen, Associate, Mergers & Acquisitions Practice Group. Naomi will manage the day-to-day execution of the Transaction, including coordination of the due diligence process, management of the data room review, initial and ongoing drafting and revision of the SPA and ancillary documents, and preparation of closing checklists and deliverables.

Working Associate: Ryan Kowalski, Associate, Mergers & Acquisitions Practice Group. Ryan will support the due diligence review, assist in the preparation of disclosure schedules, draft ancillary transaction documents as assigned, and perform legal research as needed throughout the engagement.

The Firm may, from time to time, assign additional attorneys, paraprofessionals, or legal assistants to work on this matter as necessary to staff the engagement efficiently and to meet the timeline requirements of the Transaction. All such personnel will work under the supervision of the engagement team members identified above. We will endeavor to keep you informed of any material changes to the staffing of this matter.

We understand that the primary client contacts for the purposes of this engagement will be Derek Winslow, General Counsel, and Tara Nishimura, Vice President of Corporate Development, of Vantage Mobility Systems Corp. Unless otherwise directed, the Firm will direct its communications and work product to Mr. Winslow and Ms. Nishimura, with copies to such other individuals at Vantage or Veltrano Capital as you may designate from time to time.

4. Fee Arrangements

Hourly Rates. The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the standard billing rates of the attorneys and paraprofessionals assigned to the matter. The current applicable hourly rates for the categories of timekeepers likely to be staffed on this matter are as follows:

The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. Hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide advance written notice to the Client of any rate adjustments applicable to this matter.

Estimated Fees. Based on the anticipated scope, complexity, and timeline of the Transaction — including the acquisition of 100% of the capital stock of a private company with an enterprise value of approximately $35,000,000, a target business with approximately 137 employees, an international subsidiary (the Mexican Subsidiary), customary indemnification and escrow mechanics, an RWI placement process, and coordination with the Client's financial advisor, tax advisor, and lender — Calderwood & Harkness currently estimates that total legal fees for buyer's counsel services in connection with the Transaction will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Six Hundred Twenty-Five Thousand Dollars ($625,000), exclusive of disbursements and expenses. This estimate assumes a transaction timeline consistent with the parties' current expectations (i.e., signing of the definitive SPA on or about June 6, 2025, and closing on or about June 13, 2025), a reasonable and cooperative due diligence process, and a customary level of negotiation on the definitive documentation.

This fee estimate is provided for budgeting and planning purposes only and does not constitute a fixed fee, a fee cap, or a guaranteed maximum. Actual fees may be higher or lower than the estimated range depending on range factors, including the complexity of the due diligence findings, the pace and intensity of negotiations with Sellers' Counsel, the number of rounds of revisions to the definitive documentation, the extent of issues arising in connection with the Mexican Subsidiary, the scope of any post-signing or post-closing matters, and other circumstances that may arise during the course of the engagement. We will endeavor to keep you apprised of the status of fees as the engagement progresses and will promptly notify you if we anticipate that actual fees will materially exceed the upper end of the estimated range.

Disbursements and Expenses. In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements may include, without limitation: filing fees and recording charges; data room access charges (including Thackeray Solutions subscription fees to the extent allocated to buyer's counsel); travel expenses (including airfare, ground transportation, hotel, and meals) for attorneys required to travel in connection with the Transaction; courier and delivery charges; outside copying, printing, and binding costs; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); fees of local Mexican counsel, if engaged in connection with due diligence on the Mexican Subsidiary; and other similar costs. Travel will be booked at reasonable rates consistent with the Firm's standard travel policy. Disbursements will be itemized on the Firm's monthly invoices.

Invoicing. The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding billing period. Each invoice will include a summary of services performed, the time expended by each timekeeper, the applicable hourly rates, and an itemization of disbursements. Invoices are due and payable within thirty (30) days of the invoice date. In the event that any invoice is not paid within the thirty-day period, Calderwood & Harkness reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.

Retainer. No retainer is required for this engagement. The Firm is prepared to commence work upon execution of this Engagement Letter by the Client.

5. Conflicts of Interest

The Firm has conducted a conflict of interest check in accordance with its standard procedures and the applicable Massachusetts Rules of Professional Conduct. Based on the information currently available to us, we are not aware of any conflict of interest that would prevent Calderwood & Harkness from representing Vantage in connection with the Transaction.

Specifically, Calderwood & Harkness does not currently represent, and has not recently represented, PulseLink Telematics, Inc., any of the Selling Stockholders (including Clearwater Ventures II, L.P.), Whitfield, Draper & Colón LLP, or any other party adverse to Vantage in connection with the Transaction. The Firm has not identified any existing client relationship or matter that would create a conflict requiring disclosure or waiver under the applicable rules of professional conduct.

We note that Calderwood & Harkness has previously performed legal work for Veltrano Capital Partners and certain of its affiliated entities on matters unrelated to the Transaction. Both the Firm and the Client acknowledge that such prior representation does not give rise to a conflict of interest with respect to this engagement, and no waiver is required in connection therewith.

If, at any time during the course of this engagement, the Firm becomes aware of any actual or potential conflict of interest, we will promptly notify the Client and discuss the matter with you. In such event, we will seek appropriate waivers, implement ethical screens, or take other appropriate action in accordance with the applicable rules of professional conduct. If a conflict cannot be adequately resolved, we will withdraw from the engagement to the extent required by our professional obligations.

6. Confidentiality

Calderwood & Harkness will treat all information received from Vantage, Veltrano IV, and their respective affiliates, officers, directors, employees, and agents in connection with this engagement as confidential and will not disclose such information to any third party except as follows:

(a) Disclosures required by law, regulation, or court order, provided that, to the extent permitted by applicable law, the Firm will provide the Client with reasonable advance notice of any such required disclosure;

(b) Disclosures made in the ordinary course of performing services under this engagement, including, without limitation, communications with Sellers' Counsel, the Lender and its counsel, the escrow agent, the RWI Broker, the RWI Carrier, and other transaction parties, in each case as authorized by the Client and to the extent necessary to accomplish the purposes of the engagement; and

We understand that the due diligence materials for the Transaction are being hosted in a virtual data room designated as Project "Beacon" on the Thackeray Solutions platform, with access for the buyer's advisors expected to commence on or about May 1, 2025. The Firm acknowledges the confidential and proprietary nature of the data room materials and will ensure that access to such materials is limited to members of the engagement team and other Firm personnel with a need to know in connection with the Transaction. All members of the engagement team who access the data room will comply with the terms of any confidentiality or non-disclosure agreement governing access to the data room, and the Firm will abide by any data room protocols established by the parties.

7. Document Retention

The Firm will maintain all files, documents, and work product relating to this matter in accordance with Calderwood & Harkness's standard document retention policies, as in effect from time to time.

At the conclusion of the engagement, original documents provided by the Client to the Firm will be returned to the Client upon written request. The Firm may retain copies of such documents, as well as copies of all work product generated by the Firm, for its own records and in accordance with its retention policies.

Electronic files, correspondence, and work product will be retained by the Firm for a period consistent with its standard retention schedule, which currently provides for retention of matter files for a period of seven (7) years following the closure of the matter, unless a longer retention period is required by applicable law or regulation. Upon expiration of the applicable retention period, the Firm may destroy or dispose of such files without further notice to the Client, unless the Client has made prior arrangements for the return or transfer of such files.

8. Limitation of Engagement; No Guarantee of Outcome

The scope of this engagement is limited to the matters described in Section 2 above. Calderwood & Harkness has not been retained to provide legal advice or services to the Client on any matter other than the Transaction, and no attorney-client relationship shall be deemed to exist between the Firm and the Client with respect to any matter outside the scope of this engagement, unless separately agreed in writing.

The Firm does not guarantee or predict the outcome of any legal matter, including whether the Transaction will be consummated on the terms currently contemplated, whether the Transaction will close on the anticipated timeline (with a target signing date of June 6, 2025, and an anticipated closing date of June 13, 2025), or whether the Transaction will close at all. While we will use our best professional efforts to represent the Client's interests effectively, the Client acknowledges that the closing of the Transaction is subject to the satisfaction or waiver of conditions precedent set forth in the definitive SPA, the receipt of required third-party consents and approvals, the completion of satisfactory due diligence, the availability of financing, and numerous other factors outside the Firm's control. Nothing in this Engagement Letter or in any communication from the Firm shall be construed as a guarantee, warranty, or assurance regarding the outcome of the Transaction or any other matter.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, Vantage will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 above.

Upon termination, whether initiated by the Client or by the Firm, Calderwood & Harkness will take all steps reasonably necessary to protect the Client's interests, including providing reasonable cooperation and assistance in the transition of the matter to successor counsel designated by the Client, in each case subject to applicable rules of professional conduct and any court orders or similar requirements. The Firm's obligations under Sections 6 (Confidentiality) and 7 (Document Retention) of this Engagement Letter will survive the termination of the engagement.

In the event that the Firm determines that it is necessary or appropriate to withdraw from the engagement for any reason, including the existence of a conflict of interest that cannot be resolved, a material breach by the Client of its obligations under this Engagement Letter, or other circumstances that would make continued representation inappropriate under the applicable rules of professional conduct, the Firm will provide the Client with reasonable advance notice and will cooperate in the orderly transition of the matter to successor counsel.

10. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The rights and obligations of the parties hereunder shall be interpreted and enforced in accordance with Massachusetts law, including the Massachusetts Rules of Professional Conduct to the extent applicable.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of the Client, including but not limited to disputes regarding fees, the scope of the engagement, or the quality of legal services rendered, shall be resolved through binding arbitration administered in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, in the absence of such agreement, selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with any arbitration proceeding, unless the arbitrator determines otherwise.

11. Acceptance and Execution

We are excited about the opportunity to represent Vantage Mobility Systems Corp. in connection with this Transaction and are confident that our team has the experience and capability to deliver an excellent result for the Company.

Please indicate Vantage's agreement to the terms and conditions set forth in this Engagement Letter by having the appropriate authorized representatives execute the acknowledgment set forth below and returning a signed copy of this letter to my attention at Calderwood & Harkness LLP, 1 International Place, Suite 4100, Boston, Massachusetts 02110, or by email to stung@calderwoodharkness.com. If any of the terms set forth herein are not acceptable, or if you would like to discuss any modifications, please do not hesitate to contact me directly at (617) 904-2218.

Upon execution and return of this Engagement Letter, we will be prepared to commence work on the Transaction immediately and will begin coordinating with your team to establish the work plan, due diligence schedule, and timeline for the preparation of definitive documentation.

We look forward to working with you, Derek, Tara, and the entire Vantage team on this important transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions Practice Group

By: ________

Name: Oliver Mackenzie

Title: Partner, Mergers & Acquisitions Practice Group

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions. By executing below, the undersigned confirms that he or she is duly authorized to execute this Engagement Letter on behalf of Vantage Mobility Systems Corp.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Marcus Reinholt

Title: Chief Executive Officer

Date: ________

By: ________

Name: Derek Winslow

Title: General Counsel

Date: ________

Enclosures: None. This Engagement Letter is self-contained.

Timekeeper Category	Hourly Rate Range
Partners	$875 – $1,050 per hour
Associates	$475 – $650 per hour
Paraprofessionals / Legal Assistants	$275 – $350 per hour

CALDERWOOD & HARKNESS LLP
Attorneys at Law
1 International Place, Suite 4100 Boston, Massachusetts 02110 Telephone: (617) 904-2200 | Facsimile: (617) 904-2201
300 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Telephone: (312) 667-5500 | Facsimile: (312) 667-5501
www.calderwoodharkness.com
April 28, 2025
VIA EMAIL AND HAND DELIVERY
Mr. Marcus Reinholt Chief Executive Officer Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, Michigan 48326
Mr. Derek Winslow General Counsel Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, Michigan 48326
cc: Mr. Howard Trask, Managing Partner Veltrano Capital GP IV LLC 600 Griswold Street, Suite 3400 Detroit, Michigan 48226
Re: Engagement of Calderwood & Harkness LLP by Vantage Mobility Systems Corp. — Proposed Stock Acquisition of PulseLink Telematics, Inc.
Firm Matter Number: 1001-00004
Dear Mr. Reinholt and Mr. Winslow:
1. Introduction and Engagement
We are pleased that Vantage Mobility Systems Corp. has selected Calderwood & Harkness LLP to serve as its legal counsel in connection with the transaction described below, and we thank you for your confidence in our firm. We look forward to working with you, your management team, and your advisors throughout this process.
This letter confirms that Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") has been retained by Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware and headquartered in Auburn Hills, Michigan ("Vantage," the "Company," or the "Client"), to serve as buyer's counsel in connection with the Company's proposed acquisition of one hundred percent (100%) of the issued and outstanding capital stock of PulseLink Telematics, Inc., a Delaware corporation with its principal offices located in Dublin, Ohio ("PulseLink" or the "Target"), for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000) (the "Transaction"). We understand that the Transaction is expected to be structured as a stock purchase in which Vantage will acquire all of the equity interests held by PulseLink's stockholders (collectively, the "Selling Stockholders"), including Clearwater Ventures II, L.P., and certain individual and other institutional holders.
We further understand that Vantage is a portfolio company of Veltrano Capital Partners Fund IV, L.P. ("Veltrano IV"), a private equity fund managed by Veltrano Capital GP IV LLC, and that Veltrano IV and its affiliated entities have a significant interest in the successful execution of the Transaction. We note the copy of this letter provided to Mr. Howard Trask at Veltrano Capital GP IV LLC for informational purposes; however, our attorney-client relationship in this matter is with Vantage Mobility Systems Corp. and not with Veltrano Capital GP IV LLC, Veltrano IV, or any of their respective affiliates, except to the extent separately agreed in writing.
We understand that the Company and PulseLink executed a non-binding letter of intent on April 25, 2025 (the "LOI"), which outlines the principal terms of the proposed Transaction, including the purchase price, key structural elements, and an exclusivity period. This engagement letter (this "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness will provide legal services to Vantage in connection with the Transaction, and supersedes any prior oral or written understandings between the parties regarding the scope and terms of this engagement.
2. Scope of Representation
Calderwood & Harkness will represent Vantage as buyer's counsel in connection with the Transaction. The scope of our representation will include the following:
(a) Definitive Transaction Documentation. Structuring, drafting, and negotiating the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents in connection therewith. Ancillary documents are anticipated to include, without limitation, disclosure schedules, an escrow agreement, non-competition and non-solicitation agreements for key Selling Stockholders and members of PulseLink management, employment and retention agreements for key personnel of the Target who will continue with the business following the closing, transition services arrangements (if applicable), and all other customary closing deliverables required in connection with a transaction of this nature. The Firm will lead all negotiations with sellers' counsel and coordinate revisions and comments across multiple drafts of the definitive documentation.
(b) Legal Due Diligence. Conducting and supervising comprehensive legal due diligence of PulseLink and its operations. The scope of due diligence will include, but is not limited to, review and analysis of the Target's corporate organization and good standing, capitalization and equity ownership (including any outstanding options, warrants, or other convertible securities), material contracts and commercial agreements, intellectual property portfolio (including patents, trademarks, trade secrets, and software licenses), employment and labor matters (including benefit plans, employment agreements, and independent contractor arrangements), real property interests (including any leased premises), environmental compliance, regulatory compliance (including data privacy and cybersecurity matters relevant to a telematics company), pending or threatened litigation and dispute history, insurance coverage, tax matters, and the corporate structure and operations of the Target's Mexican subsidiary, Soluciones PulseLink de México, S. de R.L. de C.V. (the "Mexican Subsidiary"). With respect to the Mexican Subsidiary, we anticipate engaging or coordinating with local Mexican counsel, as necessary, for matters of Mexican law; the fees of any such local counsel would be billed separately as set forth in Section 4 below.
(c) Advisor Coordination and Tax Structuring. Coordinating with the Company's financial advisor, Mercer Peak Advisors LLC, and tax advisor, Greystone & Callahan LLP, on transaction structuring matters. This will include analysis of and advice regarding a potential joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, if the parties determine that such an election would be advantageous. We will work closely with Greystone & Callahan LLP to ensure that the tax aspects of the Transaction are properly reflected in the definitive documentation and that the allocation of the purchase price, if a Section 338(h)(10) election is made, is appropriately documented.
(d) Representations and Warranties Insurance. Advising on the representations and warranties insurance ("RWI") placement process, including review and negotiation of the RWI policy application, underwriting materials, no-claims declarations, and the final policy issued by Northshore Indemnity Insurance Co. (the "RWI Carrier"), as brokered by Resolute Underwriting Group, Inc. (the "RWI Broker"). Our advice in this regard will focus on the legal and transactional aspects of the RWI policy, including the scope of coverage, exclusions, retention amounts, and the interplay between the RWI policy and the indemnification provisions of the SPA.
(e) Acquisition Financing. Reviewing and advising on the senior secured credit facility provided by Arbor National Bank, N.A. (the "Lender") to the extent that such facility relates to the financing of the Transaction, including reviewing any amendments to the existing credit agreement necessitated by the acquisition, coordinating with lender's counsel as needed to ensure that the Transaction documentation is consistent with the requirements of the Lender, and reviewing any required consents, approvals, or waivers from the Lender in connection with the Transaction.
(f) Escrow Agreement. Reviewing and negotiating the escrow agreement to be entered into among Vantage, the Selling Stockholders (or their representative), and Pinnacle Trust Company, N.A., as escrow agent, governing the terms and conditions of the escrow fund established in connection with the Transaction for indemnification and working capital adjustment purposes.
(g) Closing Mechanics. Advising on closing mechanics, including preparation of the funds flow memorandum, coordination of wire transfers, and preparation of all buyer-side closing deliverables, including the officer's certificate of Vantage, secretary's certificate of Vantage, bring-down due diligence, and any other documents required to be delivered by the buyer at or prior to closing.
(h) Post-Closing Matters. To the extent specifically requested by the Client, advising on post-closing matters related to the Transaction, including the working capital true-up and adjustment procedures, preparation and review of the closing statement, administration of indemnification claims (if any) under the SPA, and coordination with the escrow agent regarding any disbursements from the escrow fund.
The Transaction is expected to be governed by the laws of the State of Delaware, and the definitive documentation will be drafted accordingly. We understand that PulseLink's legal counsel in the Transaction is the law firm of Whitfield, Draper & Colón LLP, located in Columbus, Ohio, with Catherine Okafor, Partner, serving as lead counsel for the Selling Stockholders and the Target (collectively, "Sellers' Counsel").
Exclusions from Scope. This engagement does not include, and Calderwood & Harkness is not being retained to provide, the following services: (i) preparation or filing of any regulatory filings, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (we note that no HSR Act filing is required for the Transaction, as the aggregate transaction value of $35,000,000 is below the applicable 2025 size-of-transaction reporting threshold of $119.5 million); (ii) preparation of federal, state, local, or foreign tax returns for Vantage or any other party; (iii) ongoing corporate or general commercial representation of Vantage outside the scope of the Transaction; or (iv) any other matter not specifically described in this Section 2. Any expansion of the scope of our representation would require a separate written agreement or an amendment to this Engagement Letter.
3. Engagement Team
The following attorneys will comprise the primary engagement team for this matter:
Responsible Partner: Sandra Tung, Partner, Mergers & Acquisitions Practice Group. Sandra will have overall responsibility for and supervision of all aspects of the Firm's representation of Vantage in connection with the Transaction. She will serve as the primary relationship partner and will be involved in key strategic decisions, negotiations with Sellers' Counsel, and review of all material documentation.
Billing Partner: Oliver Mackenzie, Partner, Mergers & Acquisitions Practice Group. Oliver will oversee all billing matters related to the engagement and will serve as an additional senior resource on the Transaction. Oliver brings particular depth in acquisition financing and RWI matters and will be available to supplement Sandra's efforts as the engagement requires.
Lead Associate: Naomi Petersen, Associate, Mergers & Acquisitions Practice Group. Naomi will manage the day-to-day execution of the Transaction, including coordination of the due diligence process, management of the data room review, initial and ongoing drafting and revision of the SPA and ancillary documents, and preparation of closing checklists and deliverables.
Working Associate: Ryan Kowalski, Associate, Mergers & Acquisitions Practice Group. Ryan will support the due diligence review, assist in the preparation of disclosure schedules, draft ancillary transaction documents as assigned, and perform legal research as needed throughout the engagement.
The Firm may, from time to time, assign additional attorneys, paraprofessionals, or legal assistants to work on this matter as necessary to staff the engagement efficiently and to meet the timeline requirements of the Transaction. All such personnel will work under the supervision of the engagement team members identified above. We will endeavor to keep you informed of any material changes to the staffing of this matter.
We understand that the primary client contacts for the purposes of this engagement will be Derek Winslow, General Counsel, and Tara Nishimura, Vice President of Corporate Development, of Vantage Mobility Systems Corp. Unless otherwise directed, the Firm will direct its communications and work product to Mr. Winslow and Ms. Nishimura, with copies to such other individuals at Vantage or Veltrano Capital as you may designate from time to time.
4. Fee Arrangements
Hourly Rates. The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the standard billing rates of the attorneys and paraprofessionals assigned to the matter. The current applicable hourly rates for the categories of timekeepers likely to be staffed on this matter are as follows:
The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. Hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide advance written notice to the Client of any rate adjustments applicable to this matter.
Estimated Fees. Based on the anticipated scope, complexity, and timeline of the Transaction — including the acquisition of 100% of the capital stock of a private company with an enterprise value of approximately $35,000,000, a target business with approximately 137 employees, an international subsidiary (the Mexican Subsidiary), customary indemnification and escrow mechanics, an RWI placement process, and coordination with the Client's financial advisor, tax advisor, and lender — Calderwood & Harkness currently estimates that total legal fees for buyer's counsel services in connection with the Transaction will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Six Hundred Twenty-Five Thousand Dollars ($625,000), exclusive of disbursements and expenses. This estimate assumes a transaction timeline consistent with the parties' current expectations (i.e., signing of the definitive SPA on or about June 6, 2025, and closing on or about June 13, 2025), a reasonable and cooperative due diligence process, and a customary level of negotiation on the definitive documentation.
This fee estimate is provided for budgeting and planning purposes only and does not constitute a fixed fee, a fee cap, or a guaranteed maximum. Actual fees may be higher or lower than the estimated range depending on range factors, including the complexity of the due diligence findings, the pace and intensity of negotiations with Sellers' Counsel, the number of rounds of revisions to the definitive documentation, the extent of issues arising in connection with the Mexican Subsidiary, the scope of any post-signing or post-closing matters, and other circumstances that may arise during the course of the engagement. We will endeavor to keep you apprised of the status of fees as the engagement progresses and will promptly notify you if we anticipate that actual fees will materially exceed the upper end of the estimated range.
Disbursements and Expenses. In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements may include, without limitation: filing fees and recording charges; data room access charges (including Thackeray Solutions subscription fees to the extent allocated to buyer's counsel); travel expenses (including airfare, ground transportation, hotel, and meals) for attorneys required to travel in connection with the Transaction; courier and delivery charges; outside copying, printing, and binding costs; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); fees of local Mexican counsel, if engaged in connection with due diligence on the Mexican Subsidiary; and other similar costs. Travel will be booked at reasonable rates consistent with the Firm's standard travel policy. Disbursements will be itemized on the Firm's monthly invoices.
Invoicing. The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding billing period. Each invoice will include a summary of services performed, the time expended by each timekeeper, the applicable hourly rates, and an itemization of disbursements. Invoices are due and payable within thirty (30) days of the invoice date. In the event that any invoice is not paid within the thirty-day period, Calderwood & Harkness reserves the right to charge interest on the outstanding balance at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.
Retainer. No retainer is required for this engagement. The Firm is prepared to commence work upon execution of this Engagement Letter by the Client.
5. Conflicts of Interest
The Firm has conducted a conflict of interest check in accordance with its standard procedures and the applicable Massachusetts Rules of Professional Conduct. Based on the information currently available to us, we are not aware of any conflict of interest that would prevent Calderwood & Harkness from representing Vantage in connection with the Transaction.
Specifically, Calderwood & Harkness does not currently represent, and has not recently represented, PulseLink Telematics, Inc., any of the Selling Stockholders (including Clearwater Ventures II, L.P.), Whitfield, Draper & Colón LLP, or any other party adverse to Vantage in connection with the Transaction. The Firm has not identified any existing client relationship or matter that would create a conflict requiring disclosure or waiver under the applicable rules of professional conduct.
We note that Calderwood & Harkness has previously performed legal work for Veltrano Capital Partners and certain of its affiliated entities on matters unrelated to the Transaction. Both the Firm and the Client acknowledge that such prior representation does not give rise to a conflict of interest with respect to this engagement, and no waiver is required in connection therewith.
If, at any time during the course of this engagement, the Firm becomes aware of any actual or potential conflict of interest, we will promptly notify the Client and discuss the matter with you. In such event, we will seek appropriate waivers, implement ethical screens, or take other appropriate action in accordance with the applicable rules of professional conduct. If a conflict cannot be adequately resolved, we will withdraw from the engagement to the extent required by our professional obligations.
6. Confidentiality
Calderwood & Harkness will treat all information received from Vantage, Veltrano IV, and their respective affiliates, officers, directors, employees, and agents in connection with this engagement as confidential and will not disclose such information to any third party except as follows:
(a) Disclosures required by law, regulation, or court order, provided that, to the extent permitted by applicable law, the Firm will provide the Client with reasonable advance notice of any such required disclosure;
(b) Disclosures made in the ordinary course of performing services under this engagement, including, without limitation, communications with Sellers' Counsel, the Lender and its counsel, the escrow agent, the RWI Broker, the RWI Carrier, and other transaction parties, in each case as authorized by the Client and to the extent necessary to accomplish the purposes of the engagement; and
(c) Disclosures required by the Firm's obligations under the applicable rules of professional conduct.
We understand that the due diligence materials for the Transaction are being hosted in a virtual data room designated as Project "Beacon" on the Thackeray Solutions platform, with access for the buyer's advisors expected to commence on or about May 1, 2025. The Firm acknowledges the confidential and proprietary nature of the data room materials and will ensure that access to such materials is limited to members of the engagement team and other Firm personnel with a need to know in connection with the Transaction. All members of the engagement team who access the data room will comply with the terms of any confidentiality or non-disclosure agreement governing access to the data room, and the Firm will abide by any data room protocols established by the parties.
7. Document Retention
The Firm will maintain all files, documents, and work product relating to this matter in accordance with Calderwood & Harkness's standard document retention policies, as in effect from time to time.
At the conclusion of the engagement, original documents provided by the Client to the Firm will be returned to the Client upon written request. The Firm may retain copies of such documents, as well as copies of all work product generated by the Firm, for its own records and in accordance with its retention policies.
Electronic files, correspondence, and work product will be retained by the Firm for a period consistent with its standard retention schedule, which currently provides for retention of matter files for a period of seven (7) years following the closure of the matter, unless a longer retention period is required by applicable law or regulation. Upon expiration of the applicable retention period, the Firm may destroy or dispose of such files without further notice to the Client, unless the Client has made prior arrangements for the return or transfer of such files.
8. Limitation of Engagement; No Guarantee of Outcome
The scope of this engagement is limited to the matters described in Section 2 above. Calderwood & Harkness has not been retained to provide legal advice or services to the Client on any matter other than the Transaction, and no attorney-client relationship shall be deemed to exist between the Firm and the Client with respect to any matter outside the scope of this engagement, unless separately agreed in writing.
The Firm does not guarantee or predict the outcome of any legal matter, including whether the Transaction will be consummated on the terms currently contemplated, whether the Transaction will close on the anticipated timeline (with a target signing date of June 6, 2025, and an anticipated closing date of June 13, 2025), or whether the Transaction will close at all. While we will use our best professional efforts to represent the Client's interests effectively, the Client acknowledges that the closing of the Transaction is subject to the satisfaction or waiver of conditions precedent set forth in the definitive SPA, the receipt of required third-party consents and approvals, the completion of satisfactory due diligence, the availability of financing, and numerous other factors outside the Firm's control. Nothing in this Engagement Letter or in any communication from the Firm shall be construed as a guarantee, warranty, or assurance regarding the outcome of the Transaction or any other matter.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, Vantage will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 above.
Upon termination, whether initiated by the Client or by the Firm, Calderwood & Harkness will take all steps reasonably necessary to protect the Client's interests, including providing reasonable cooperation and assistance in the transition of the matter to successor counsel designated by the Client, in each case subject to applicable rules of professional conduct and any court orders or similar requirements. The Firm's obligations under Sections 6 (Confidentiality) and 7 (Document Retention) of this Engagement Letter will survive the termination of the engagement.
In the event that the Firm determines that it is necessary or appropriate to withdraw from the engagement for any reason, including the existence of a conflict of interest that cannot be resolved, a material breach by the Client of its obligations under this Engagement Letter, or other circumstances that would make continued representation inappropriate under the applicable rules of professional conduct, the Firm will provide the Client with reasonable advance notice and will cooperate in the orderly transition of the matter to successor counsel.
10. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The rights and obligations of the parties hereunder shall be interpreted and enforced in accordance with Massachusetts law, including the Massachusetts Rules of Professional Conduct to the extent applicable.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of the Client, including but not limited to disputes regarding fees, the scope of the engagement, or the quality of legal services rendered, shall be resolved through binding arbitration administered in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, in the absence of such agreement, selected in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with any arbitration proceeding, unless the arbitrator determines otherwise.
11. Acceptance and Execution
We are excited about the opportunity to represent Vantage Mobility Systems Corp. in connection with this Transaction and are confident that our team has the experience and capability to deliver an excellent result for the Company.
Please indicate Vantage's agreement to the terms and conditions set forth in this Engagement Letter by having the appropriate authorized representatives execute the acknowledgment set forth below and returning a signed copy of this letter to my attention at Calderwood & Harkness LLP, 1 International Place, Suite 4100, Boston, Massachusetts 02110, or by email to stung@calderwoodharkness.com. If any of the terms set forth herein are not acceptable, or if you would like to discuss any modifications, please do not hesitate to contact me directly at (617) 904-2218.
Upon execution and return of this Engagement Letter, we will be prepared to commence work on the Transaction immediately and will begin coordinating with your team to establish the work plan, due diligence schedule, and timeline for the preparation of definitive documentation.
We look forward to working with you, Derek, Tara, and the entire Vantage team on this important transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions Practice Group
By: ________
Name: Oliver Mackenzie
Title: Partner, Mergers & Acquisitions Practice Group
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions. By executing below, the undersigned confirms that he or she is duly authorized to execute this Engagement Letter on behalf of Vantage Mobility Systems Corp.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Marcus Reinholt
Title: Chief Executive Officer
Date: ________
By: ________
Name: Derek Winslow
Title: General Counsel
Date: ________
Enclosures: None. This Engagement Letter is self-contained.
Timekeeper Category | Hourly Rate Range
Partners | $875 – $1,050 per hour
Associates | $475 – $650 per hour
Paraprofessionals / Legal Assistants | $275 – $350 per hour

CALDERWOOD & HARKNESS LLP

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND AGREEMENT

VANTAGE MOBILITY SYSTEMS CORP.

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