DISCLOSURE SCHEDULES TO THE STOCK PURCHASE AGREEMENT

DISCLOSURE SCHEDULES TO THE STOCK PURCHASE AGREEMENT
Buyer's Form — Template and Selected Schedules
Prepared in connection with the Stock Purchase Agreement (the "Agreement"), dated as of June 6, 2025, by and among:
VANTAGE MOBILITY SYSTEMS CORP. a Delaware corporation ("Buyer")
THE SELLING STOCKHOLDERS IDENTIFIED THEREIN
and
PULSELINK TELEMATICS, INC. a Delaware corporation (the "Company")
Prepared by:
Calderwood & Harkness LLP Buyer's Counsel
Matter Reference: 1001-00004
CONFIDENTIAL — ATTORNEY WORK PRODUCT
This document and the information contained herein are strictly confidential and are protected by the attorney-client privilege and/or the work product doctrine. This document is being furnished solely in connection with the transactions contemplated by the Agreement and may not be disclosed, copied, or distributed to any person without the prior written consent of Calderwood & Harkness LLP and Vantage Mobility Systems Corp.
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INTRODUCTORY NOTES AND INSTRUCTIONS
General Instructions for Completion of Disclosure Schedules
These Disclosure Schedules (collectively, the "Disclosure Schedules") are delivered pursuant to, and form an integral part of, the Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), the Selling Stockholders identified therein (collectively, the "Sellers" or the "Selling Stockholders"), and PulseLink Telematics, Inc., a Delaware corporation (the "Company"). The following general instructions and interpretive guidelines apply to the Disclosure Schedules in their entirety:
1.  Correspondence to Agreement Sections. Each schedule contained herein corresponds to the section of the Agreement bearing the same number. For example, Schedule 3.3 corresponds to Section 3.3 of the Agreement. Where a schedule is designated with a part letter (e.g., Schedule 3.3, Part A), such designation is for organizational convenience and relates to the same section of the Agreement unless otherwise indicated.
2.  Defined Terms. Capitalized terms used but not defined in the Disclosure Schedules shall have the respective meanings ascribed to them in the Agreement. In the event of any conflict between a defined term used in the Disclosure Schedules and the corresponding definition in the Agreement, the definition set forth in the Agreement shall control.
3.  Cross-Disclosure. Information disclosed in any particular schedule shall be deemed disclosed with respect to all other schedules to which such information is relevant, to the extent the relevance of such disclosure to such other schedules is reasonably apparent on the face of such disclosure, without regard to whether a specific cross-reference to another schedule is made. The parties acknowledge that the practical organization of information across multiple schedules may result in information pertinent to one representation or warranty being set forth in a schedule that corresponds to a different representation or warranty.
4.  No Admission of Materiality. The inclusion of any item, matter, event, or circumstance in a schedule does not constitute an admission by the Company, any Seller, or Buyer that such item, matter, event, or circumstance is material, constitutes or gives rise to a Material Adverse Effect (as defined in the Agreement), or is required to be disclosed under the Agreement. Thresholds of materiality, knowledge qualifications, and other limitations set forth in the representations and warranties of the Agreement continue to govern the scope and applicability of the disclosures made herein.
5.  Qualification by Agreement. The Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions, limitations, and exceptions set forth therein. Nothing in the Disclosure Schedules is intended to broaden the scope of any representation, warranty, covenant, or agreement contained in the Agreement.
6.  Headings. The section and subsection headings contained in the Disclosure Schedules are included for convenience of reference only and shall not affect in any way the meaning or interpretation of the Disclosure Schedules or the Agreement.
7.  Supplemental Disclosure Obligation. In accordance with the update and supplement provisions of the Agreement, the Company and the Sellers' Representative shall have the right, and where required by the Agreement shall have the obligation, to supplement or amend the Disclosure Schedules from time to time between the date of the Agreement and the Closing Date to reflect changes in facts or circumstances arising or discovered after the date hereof, subject to the terms and conditions of the Agreement governing such supplements and amendments.
8.  Accuracy and Completeness. The Company and each Selling Stockholder are responsible for the accuracy and completeness of all information set forth in the Disclosure Schedules and shall certify the same pursuant to the Schedule Completion Certification attached hereto as Exhibit A.
Format and Conventions
The following formatting conventions apply throughout the Disclosure Schedules:
•  Dollar Amounts. All dollar amounts set forth herein are expressed in United States dollars and are rounded to the nearest whole dollar, unless otherwise stated. Where an amount is preceded by a tilde (~) or the word "approximately," such amount is an estimate and is subject to final confirmation by the Company.
•  Share Numbers. All share numbers are exact as reflected in the Company's stock transfer ledger maintained by the Company's corporate secretary, unless otherwise noted. Fractional shares, if any, are reported to the nearest whole share.
•  Percentage Ownership. Percentage ownership of the Company's outstanding capital stock is calculated based on a total of 7,480,000 shares of common stock, par value $0.001 per share, issued and outstanding as of the date of the Agreement. Percentages are rounded to two decimal places.
•  ACV. As used herein, "ACV" means approximate annual contract value, calculated on the basis of annualized revenue attributable to a particular customer contract during the most recently completed fiscal year or, with respect to contracts entered into during the current fiscal year, projected annualized revenue for the twelve-month period following execution.
•  Contract Expiration Dates. All references to contract expiration or termination dates are as of the date hereof and do not give effect to any renewal, extension, or amendment that may occur after the date of the Agreement, unless otherwise specified.
•  Brackets and Incomplete Items. Items designated with brackets (e.g., "[To be completed by the Company]") indicate information that is to be provided by the Company or the Selling Stockholders and has not yet been received by Buyer's counsel as of the date of preparation of this template. All bracketed items must be completed prior to execution of the Agreement or, where the Agreement so permits, prior to the Closing Date.
•  Instruction Notes. Paragraphs beginning with "Instruction:" are internal drafting instructions from Buyer's counsel to the Company and its counsel and are not intended to constitute substantive disclosure. Such instruction paragraphs will be removed from the final executed version of the Disclosure Schedules.
SCHEDULE 1.1 — SELLING STOCKHOLDERS
Part A: Schedule of Selling Stockholders and Share Ownership
The following table sets forth the name, address, number of shares of Company common stock held, and percentage of outstanding shares of Company common stock owned by each Selling Stockholder as of the date of the Agreement. Percentage ownership is calculated based on 7,480,000 shares of common stock issued and outstanding.
Note: The aggregate amount of 1,198,000 shares designated as "Remaining Holders" above represents shares held by individual angel investors and current or former employees of the Company who received shares pursuant to early-stage equity grants or restricted stock purchase agreements. The Company shall provide a complete individualized list of all such holders, together with their respective addresses, share amounts, and original grant or acquisition dates, prior to execution of the Agreement. Each such holder shall be identified as a Selling Stockholder under the Agreement and shall be required to execute a joinder or counterpart signature page to the Agreement.
Part B: Sellers' Representative Designation
Pursuant to Article X of the Agreement, the Selling Stockholders have designated Graham Ellersick as the Sellers' Representative (the "Sellers' Representative"), authorized to act on behalf of all Selling Stockholders with respect to the following post-closing matters:
(a) All matters relating to the post-closing purchase price adjustment, including receipt and review of the final Closing Statement, negotiation with Buyer regarding any disputed items, and engagement and coordination with the Independent Accounting Firm;
(b) All matters relating to indemnification claims under Article IX of the Agreement, including receipt and response to indemnification notices from Buyer, negotiation and settlement of claims, and defense of contested claims;
(c) All matters relating to the Escrow Fund, including authorization of disbursements from the Escrow Fund and receipt of release instructions to the Escrow Agent;
(d) All matters relating to any amendment, waiver, or consent under the Agreement requiring the approval of the Selling Stockholders following the Closing;
(e) Receipt of any notices, correspondence, or communications from Buyer or its representatives on behalf of the Selling Stockholders; and
(f) Such other matters as are expressly delegated to the Sellers' Representative under the Agreement.
The Sellers' Representative shall have the authority to bind all Selling Stockholders in connection with the foregoing matters and shall be entitled to rely upon the Sellers' Representative Expense Fund (as defined in the Agreement) to defray costs, expenses, and liabilities incurred in connection with the performance of the Sellers' Representative's duties.
Part C: Stockholders Subject to Non-Competition and Non-Solicitation Obligations
In accordance with Section 7.8 of the Agreement, each Selling Stockholder holding five percent (5%) or more of the outstanding shares of Company common stock as of the date of the Agreement is required to execute and deliver at the Closing a Non-Competition and Non-Solicitation Agreement in the form attached to the Agreement as Exhibit D (each, a "Non-Competition Agreement"). The following Selling Stockholders are subject to this requirement:
The restrictive period under each Non-Competition Agreement shall be two (2) years following the Closing Date. The geographic scope, restricted activities, non-solicitation obligations, and other terms and conditions of each Non-Competition Agreement are as set forth in Exhibit D to the Agreement.
With respect to Clearwater Ventures II, L.P., the Non-Competition Agreement shall be executed on behalf of the fund by its general partner, Clearwater Ventures Management II, LLC, and the restrictive covenants shall apply to the fund, its general partner, and their respective affiliates, in each case solely to the extent set forth in the Non-Competition Agreement.
SCHEDULE 3.3 — CAPITALIZATION
Part A: Authorized Capital Stock
The Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware (Delaware File Number 6174829) on March 14, 2018, and as in effect on the date hereof (the "Charter"), authorizes the following capital stock:
(a) Common Stock. 10,000,000 shares of common stock, par value $0.001 per share (the "Common Stock").
(b) Preferred Stock. No shares of preferred stock of any series or class are authorized under the Charter.
The Company has not adopted any amendment to the Charter since March 14, 2018, and no amendment to the Charter is currently contemplated, pending, or in process.
Part B: Issued and Outstanding Capital Stock
As of the date of the Agreement, the issued and outstanding capital stock of the Company consists of the following:
(a) Common Stock. 7,480,000 shares of Common Stock are issued and outstanding. All such shares have been duly authorized, are validly issued, fully paid, and nonassessable, and were issued in compliance with all applicable federal and state securities laws. No shares of Common Stock are held in the Company's treasury.
(b) Preferred Stock. No shares of preferred stock of any series or class are issued or outstanding.
A complete breakdown of the shares of Common Stock held by each stockholder is set forth in Schedule 1.1, Part A, which is incorporated herein by reference.
Part C: Options, Warrants, and Other Rights
Instruction: The Company shall disclose all outstanding options, warrants, convertible securities, stock appreciation rights, phantom stock rights, restricted stock units, profits interests, or any other rights, agreements, or commitments of any kind obligating the Company to issue, sell, or otherwise transfer, or to grant, extend, or enter into any right to acquire, any shares of capital stock or other equity interest in the Company, or any securities convertible into or exchangeable for such capital stock or equity interests.
As of the date of the Agreement, there are no outstanding options, warrants, convertible securities, stock appreciation rights, phantom stock rights, restricted stock units, profits interests, or other rights, agreements, arrangements, or commitments of any kind that obligate the Company to issue, sell, deliver, or otherwise transfer, or cause to be issued, sold, delivered, or otherwise transferred, any shares of capital stock or other equity interest in the Company, or any securities or instruments convertible into or exchangeable or exercisable for, or that represent the right to receive, any shares of capital stock or other equity interest in the Company.
Note: For the avoidance of doubt, the 1,198,000 shares referenced in Schedule 1.1, Part A, as held by angel investors and employees represent issued and outstanding shares of Common Stock and do not represent unexercised stock options, unvested restricted stock awards, or any other contingent or conditional equity rights. To the extent any such shares were originally issued pursuant to restricted stock purchase agreements or early exercise arrangements, all applicable vesting conditions have been satisfied and all applicable restrictions have lapsed prior to the date hereof, as confirmed by the Company. The Company does not maintain an equity incentive plan, stock option plan, employee stock purchase plan, or any similar plan as of the date of the Agreement.
Part D: Stock Transfer Restrictions
Instruction: The Company shall list any contractual restrictions on the transfer of Company stock, including rights of first refusal, co-sale agreements, tag-along and drag-along rights, voting agreements, stockholder agreements, investor rights agreements, lock-up arrangements, repurchase rights, or any other agreement or arrangement restricting the transfer, voting, or disposition of any shares of Company capital stock.
The Company shall provide a complete description of all existing contractual restrictions applicable to the transfer of shares of Common Stock, including, without limitation:
(i) Any right of first refusal or right of first offer in favor of the Company or any stockholder;
(ii) Any co-sale or tag-along rights;
(iii) Any drag-along rights;
(iv) Any voting agreement or voting trust;
(v) Any stockholder agreement, investor rights agreement, or registration rights agreement;
(vi) Any lock-up or standstill arrangement;
(vii) Any repurchase option or call right; and
(viii) Any other agreement, arrangement, or understanding restricting, conditioning, or governing the transfer, sale, pledge, encumbrance, or other disposition of any shares of Company capital stock.
To the extent any such agreements are in effect as of the date hereof, the Company shall provide complete copies of such agreements and shall identify any consents, waivers, or terminations required in connection with the transactions contemplated by the Agreement.
[To be completed by the Company.]
Part E: Stock Ledger Confirmation
Instruction: The Company shall attach a true, correct, and complete copy of the Company's stock transfer ledger (or equivalent record of stockholders of record) as of a date not more than five (5) business days prior to the date of the Agreement, certified by the Company's corporate secretary or an authorized officer.
The Company's stock transfer ledger has been maintained by the Company's corporate secretary at the Company's principal office. The Company's registered agent in the State of Delaware is:
Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, Delaware 19801
The Company shall deliver the certified stock transfer ledger as an attachment to this Schedule 3.3, Part E, prior to execution of the Agreement.
SCHEDULE 3.5 — SUBSIDIARIES
Part A: List of Subsidiaries
The Company has one (1) direct wholly-owned subsidiary as set forth in the table below. The Company does not have any other subsidiaries, and neither the Company nor its subsidiary holds any equity interest, membership interest, partnership interest, joint venture interest, or other ownership interest in any other person or entity.
Part B: Subsidiary Details
Soluciones PulseLink de México, S. de R.L. de C.V. ("PulseLink Mexico")
PulseLink Mexico was organized under the laws of Mexico on August 22, 2019, and is duly organized, validly existing, and in good standing (or the Mexican equivalent thereof) under the laws of the United Mexican States. PulseLink Mexico is registered with the Registro Público de Comercio of the State of Jalisco and maintains its principal office at Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico.
PulseLink Mexico serves as the Company's dedicated engineering and software development center in Guadalajara, Mexico. PulseLink Mexico employs approximately twenty-eight (28) persons, consisting primarily of software engineers, firmware developers, quality assurance specialists, and administrative support staff. PulseLink Mexico does not engage in direct sales or marketing activities and does not maintain any independent customer relationships. All services performed by PulseLink Mexico are provided exclusively to PulseLink Telematics, Inc. under the terms of the intercompany Engineering Services Agreement referenced below.
PulseLink Mexico operates pursuant to an Intercompany Engineering Services Agreement with PulseLink Telematics, Inc., dated September 1, 2019, as amended (the "ESA"), which governs the provision of engineering, software development, testing, and related technical services by PulseLink Mexico to the Company. The ESA establishes a cost-plus transfer pricing methodology for intercompany charges. Additional details regarding the ESA are set forth in Schedule 3.14, Item 5.
Note: Buyer and the Company have agreed that the ESA will be reviewed and restructured following the Closing to align with Buyer's global transfer pricing policies and operational requirements. The restructuring is expected to include revisions to the scope of services, fee structure, intellectual property assignment provisions, and reporting obligations, as well as any modifications required to comply with applicable Mexican tax and labor regulations. The parties anticipate completing the restructuring within one hundred twenty (120) days following the Closing Date.
All equity interests in PulseLink Mexico are held directly by PulseLink Telematics, Inc., free and clear of all liens, encumbrances, security interests, pledges, claims, options, rights of first refusal, and restrictions, except as may be imposed by the organizational documents of PulseLink Mexico or applicable Mexican law.
SCHEDULE 3.7 — FINANCIAL STATEMENTS
Part A: Audited Financial Statements
Instruction: The Company shall attach complete copies of the audited financial statements of PulseLink Telematics, Inc. and its consolidated subsidiary for each of the following fiscal years, together with the report of the Company's independent auditor thereon:
(i) Fiscal year ended December 31, 2022 ("FY 2022");
(ii) Fiscal year ended December 31, 2023 ("FY 2023"); and
(iii) Fiscal year ended December 31, 2024 ("FY 2024").
The Company's independent auditor is Hargrove & Lindt CPAs LLP, located at 250 West Street, Suite 500, Columbus, OH 43215 (the "Auditor"). The Auditor has issued unqualified (clean) audit opinions on the Company's financial statements for each of FY 2022, FY 2023, and FY 2024.
The following summary financial information is provided for reference with respect to FY 2024:
Note: The foregoing summary is derived from management estimates and is subject to adjustment based on the final audited financial statements to be attached hereto. Adjusted EBITDA is a non-GAAP financial measure and excludes stock-based compensation, one-time transaction costs, and certain non-recurring items as agreed by the parties.
The audited financial statements, including the consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders' equity, and consolidated statement of cash flows for each of FY 2022, FY 2023, and FY 2024, together with all related notes and the Auditor's reports thereon, are to be attached hereto as Annex 3.7(A).
Part B: Interim Financial Statements
Instruction: The Company shall attach the most recent unaudited interim financial statements (monthly or quarterly) of the Company and its consolidated subsidiary available as of the date of the Agreement. At a minimum, such interim financial statements shall include an unaudited balance sheet and an unaudited statement of operations for the period from January 1, 2025 through the most recent month-end for which financial statements are available. Such interim financial statements shall be prepared in accordance with the Company's customary accounting practices, applied on a basis consistent with the audited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures.
[To be provided by the Company.]
Part C: Working Capital
The parties have agreed to the following working capital provisions in connection with the post-closing purchase price adjustment under Section 2.4 of the Agreement:
Target Net Working Capital. The Target Net Working Capital (as defined in Section 2.4(a) of the Agreement) is $4,800,000.
Estimated Net Working Capital. Based on the Estimated Closing Statement to be delivered by the Company to Buyer no later than three (3) business days prior to the anticipated Closing Date in accordance with Section 2.4(b) of the Agreement, the Company estimates that the Net Working Capital of the Company as of the close of business on the day immediately preceding the Closing Date will be approximately $5,040,000.
Estimated NWC Excess. Based on the foregoing, the estimated excess of Estimated Net Working Capital over Target Net Working Capital is $240,000 ($5,040,000 minus $4,800,000). In accordance with Section 2.4(c) of the Agreement, this estimated excess will be added to the Purchase Price at the Closing, subject to the post-closing true-up described below.
Post-Closing True-Up Procedures. The post-closing purchase price adjustment shall be conducted in accordance with the following timeline:
(a) Closing Statement Delivery. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a final Closing Statement setting forth Buyer's determination of the actual Net Working Capital of the Company as of the close of business on the day immediately preceding the Closing Date, together with reasonable supporting documentation.
(b) Review Period. The Sellers' Representative shall have thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement and deliver to Buyer a written notice of disagreement specifying each item in dispute and the Sellers' Representative's determination of the correct amount for each such item. If the Sellers' Representative does not deliver a notice of disagreement within the Review Period, the Closing Statement as delivered by Buyer shall be deemed final and binding on the parties.
(c) Negotiation Period. If a notice of disagreement is timely delivered, Buyer and the Sellers' Representative shall negotiate in good faith for a period of thirty (30) days to resolve any disputed items. Any items not disputed shall be deemed final and binding.
(d) Independent Accounting Firm. Any disputed items remaining unresolved at the end of the negotiation period shall be submitted for resolution to Calloway Price & Associates LLP, located at 221 North LaSalle Street, Suite 1600, Chicago, IL 60601 (the "Independent Accounting Firm"). The Independent Accounting Firm shall act as an expert, not an arbitrator, and shall determine only the disputed items in accordance with the definitions and methodologies set forth in the Agreement. The determination of the Independent Accounting Firm shall be final and binding on the parties absent manifest error. The fees and expenses of the Independent Accounting Firm shall be allocated between the parties in proportion to the extent to which each party's position was not accepted by the Independent Accounting Firm.
SCHEDULE 3.10 — REAL PROPERTY
Part A: Owned Real Property
Instruction: The Company shall list all real property owned in fee simple, or in which the Company or any Subsidiary holds any other ownership interest (including ground leases, easements, or other real property interests), together with a description of the interest held and the current fair market value or book value of such property.
As of the date of the Agreement, neither the Company nor any Subsidiary owns any real property. The Company does not hold any fee simple interest, leasehold interest constituting owned real property, ground lease interest, or other ownership interest in any real property, except for the leasehold interests described in Parts B and C below.
Part B: Leased Real Property
The following table sets forth the material terms of the real property lease to which the Company is a party as a lessee:
Note: Buyer's counsel has requested a complete copy of the lease (including all amendments, addenda, estoppel certificates, and subordination, non-disturbance, and attornment agreements, if any) for review. The Company is expected to deliver such documentation promptly.
Part C: Mexican Subsidiary Premises
Instruction: The Company shall provide details of all real property leased, subleased, licensed, or otherwise used or occupied by Soluciones PulseLink de México, S. de R.L. de C.V., including the identity of the landlord or licensor, address of the premises, material lease terms, monthly or annual rent, lease expiration date, and any change-of-control or assignment provisions.
PulseLink Mexico maintains its engineering center at the following location:
Address: Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico
Complete lease details, including the identity of the landlord, lease commencement and expiration dates, monthly rent, square footage, permitted use, and any change-of-control or assignment provisions, are to be provided by the Company. The Company shall deliver a complete copy of the lease agreement (and any translations thereof) to Buyer's counsel for review.
[Lease details to be provided by the Company.]
SCHEDULE 3.12 — INTELLECTUAL PROPERTY
Part A: Patents
The following table sets forth all patents and patent applications owned by the Company or any Subsidiary as of the date of the Agreement:
Summary: The Company's patent portfolio consists of four (4) issued U.S. utility patents and two (2) pending U.S. patent applications. The Company does not hold any foreign patents or patent applications, any design patents, or any provisional patent applications as of the date hereof.
Instruction: The Company shall provide the following information for each patent and patent application: (i) patent or application number; (ii) filing date; (iii) issue date (if applicable); (iv) title; (v) named inventors; (vi) current assignee of record at the United States Patent and Trademark Office; (vii) any licenses, assignments, or encumbrances affecting such patent or application; and (viii) next maintenance fee due date (for issued patents). The Company shall also confirm that all maintenance fees, annuities, and renewal fees for issued patents are current as of the date hereof.
Part B: Trademarks
The following table sets forth the registered trademarks owned by the Company or any Subsidiary as of the date of the Agreement:
Summary: The Company's trademark portfolio consists of twelve (12) registered U.S. trademarks. The Company shall provide complete details for all twelve marks, including the two identified above and the ten additional marks to be listed.
Instruction: The Company shall provide the following information for each registered trademark: (i) the mark as registered (word mark, design mark, or combined mark); (ii) U.S. registration number; (iii) registration date; (iv) next renewal date; (v) international class(es); (vi) description of goods and/or services; (vii) current status (active, pending renewal, Section 8/Section 15 affidavits filed, etc.); and (viii) any licenses, security interests, or other encumbrances affecting such registration. The Company shall also disclose any pending trademark applications, common law trademark rights, and any opposition or cancellation proceedings.
Part C: Domain Names
The Company's primary domain name is:
www.pulselinktelematics.com
Instruction: The Company shall provide a complete list of all domain names owned, registered, or controlled by the Company or any Subsidiary, including the registrar, registration date, expiration date, and administrative and technical contact information for each domain name. The Company shall also identify any domain names that are subject to pending UDRP or other domain name dispute proceedings.
[To be completed by the Company.]
Part D: Copyrights and Software
The following proprietary software and copyrightable works have been identified as material intellectual property assets of the Company:
(a) PulseCore® TCU Embedded Firmware. Proprietary embedded firmware developed by the Company for the PulseCore® telematics control unit, including the real-time operating system kernel, sensor integration layer, cellular/GNSS communication stack, and over-the-air (OTA) update module. The firmware is written primarily in C and C++ and is deployed on ARM-based microcontroller platforms.
(b) FleetIQ® Analytics Platform SaaS Codebase. Proprietary software-as-a-service platform for fleet management analytics, consisting of the cloud-hosted back-end services (including data ingestion, processing, and storage pipelines), the web-based front-end dashboard application, and the companion mobile application (iOS and Android). The platform is built primarily on Python, TypeScript/React, and PostgreSQL.
(c) V2X Data Bridge Module Software. Proprietary software module enabling vehicle-to-everything (V2X) data exchange, supporting DSRC and C-V2X communication protocols. The module facilitates secure data sharing between PulseCore®-equipped vehicles and roadside infrastructure, traffic management systems, and third-party connected vehicle platforms.
Instruction: The Company shall confirm that no identified open-source license contamination has been detected as part of the intellectual property due diligence review, including with respect to copyleft licenses (e.g., GPL v2, GPL v3, AGPL, LGPL) that could require the Company to disclose, distribute, or license any proprietary source code.
Instruction: The Company shall provide a complete schedule of all open-source software components incorporated in or distributed with the Company's products and services, including for each component: (i) the name and version of the open-source component; (ii) the applicable open-source license type (e.g., MIT, Apache 2.0, BSD 2-Clause, GPL v2, LGPL, etc.); (iii) the manner in which the component is used (statically linked, dynamically linked, standalone, modified, etc.); and (iv) confirmation as to whether the applicable license terms have been complied with in all material respects.
[To be completed by the Company.]
Part E: IP Licenses and Encumbrances
Instruction: The Company shall list all licenses granted by the Company to any third party with respect to any intellectual property of the Company, and all licenses granted to the Company by any third party with respect to intellectual property of such third party (other than off-the-shelf, commercially available software licensed on standard terms). The Company shall also disclose any liens, security interests, pledges, encumbrances, or other restrictions on the Company's intellectual property assets.
[To be completed by the Company.]
SCHEDULE 3.14 — MATERIAL CONTRACTS
Introduction
Instruction: The Company shall list all Material Contracts (as defined in Section 1.1 of the Agreement) to which the Company or any Subsidiary is a party or by which any of their respective assets are bound, including all contracts, agreements, instruments, leases, licenses, commitments, undertakings, arrangements, and understandings, whether written or oral, that satisfy any of the criteria set forth in the definition of "Material Contract" in the Agreement. Without limiting the foregoing, the Company shall specifically identify any contract that: (i) involves aggregate payments or receipts in excess of $250,000 per year; (ii) is not terminable by the Company on less than ninety (90) days' notice without penalty; (iii) contains exclusivity, most-favored-nation, minimum purchase, or non-compete provisions; (iv) involves a government entity; (v) constitutes a joint venture, partnership, or strategic alliance agreement; (vi) involves guaranty, indemnification, or suretyship obligations in excess of $100,000; or (vii) is otherwise material to the business, operations, financial condition, or results of operations of the Company and its Subsidiary, taken as a whole.
List of Material Contracts
Item 1: Supply Agreement — Meridian Automotive Group, Inc.
The Meridian Automotive Group, Inc. relationship represents the Company's largest customer by revenue, accounting for approximately 29.3% of total FY 2024 revenue.
Item 2: Supply Agreement — Trident Motor Corporation
The Trident Motor Corporation relationship represents the Company's second-largest customer by revenue, accounting for approximately 20.6% of total FY 2024 revenue. The initial term of this Supply Agreement is scheduled to expire on June 30, 2026. Buyer's counsel notes that renewal discussions should be initiated promptly following the Closing to ensure continuity of this material customer relationship.
Item 3: Software Licensing & Services Agreement — Cascade Fleet Solutions LLC
Cascade Fleet Solutions LLC operates one of the largest independent fleet management networks in the Pacific Northwest and represents a strategically significant SaaS customer for the Company's FleetIQ® platform.
Item 4: Lease Agreement — Dublin, OH Office
Additional details regarding this lease are set forth in Schedule 3.10, Part B.
Item 5: Engineering Services Agreement — PulseLink Mexico (Intercompany)
Additional Material Contracts
Instruction: The Company shall identify any additional contracts meeting the definition of "Material Contract" under the Agreement. Without limiting the generality of the foregoing, the Company shall specifically review and disclose:
(a) Any contract involving aggregate annual payments or receipts in excess of $250,000;
(b) Any contract not terminable by the Company without penalty on less than ninety (90) days' prior written notice;
(c) Any contract containing exclusivity, most-favored-nation, or minimum purchase obligations;
(d) Any contract containing non-compete or non-solicitation restrictions binding on the Company or any Subsidiary;
(e) Any government contract or subcontract (federal, state, local, or foreign);
(f) Any joint venture, partnership, or strategic alliance agreement;
(g) Any agreement involving guaranty, suretyship, or indemnification obligations in excess of $100,000;
(h) Any distribution, reseller, or channel partner agreement;
(i) Any agreement relating to the acquisition or disposition of any business, assets, or equity interests;
(j) Any agreement relating to indebtedness for borrowed money, including credit facilities, notes payable, capital leases, and guarantees thereof;
(k) Any settlement agreement or consent decree involving continuing obligations;
(l) Any contract with any director, officer, or stockholder of the Company (other than the employment agreements and offer letters to be disclosed in Schedule 3.15); and
(m) Any other contract that is material to the business, operations, financial condition, or results of operations of the Company and its Subsidiary, taken as a whole.
[To be completed by the Company.]
SCHEDULE 3.15 — EMPLOYEES AND EMPLOYEE BENEFIT MATTERS
Part A: Key Employees
The following table sets forth information regarding the key employees of the Company and the post-closing employment or retention arrangements that have been negotiated in connection with the transactions contemplated by the Agreement:
Each of the foregoing key employees has entered into, or will enter into at the Closing, the applicable employment or retention agreement described above, in form and substance satisfactory to Buyer. Each key employee is also subject to the Non-Competition and Non-Solicitation Agreement described in Schedule 1.1, Part C.
Part B: Employee Census Summary
As of the date of the Agreement, the Company and its Subsidiary employ a total of approximately one hundred thirty-seven (137) persons, distributed across the following locations:
Instruction: The Company shall provide a complete employee census as of a date not more than five (5) business days prior to the date of the Agreement, including, for each employee: (i) full legal name; (ii) title and department; (iii) hire date; (iv) annual base compensation (salary or hourly rate); (v) target bonus or commission, if any; (vi) employment status (full-time, part-time, or temporary); (vii) work location (office, remote, or hybrid); (viii) exempt or non-exempt classification under the Fair Labor Standards Act (for U.S. employees); and (ix) visa or work authorization status (for non-U.S. citizen employees and employees of PulseLink Mexico). The employee census shall be delivered as a confidential supplement to this Schedule 3.15.
Part C: Employee Benefit Plans
Instruction: The Company shall list all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) and all other benefit plans, programs, policies, agreements, or arrangements maintained, contributed to, or required to be contributed to by the Company or any Subsidiary for the benefit of any current or former employee, officer, director, or independent contractor of the Company or any Subsidiary, or with respect to which the Company or any Subsidiary has any liability (contingent or otherwise). Without limiting the foregoing, the Company shall specifically identify:
(a) Group health insurance plans (medical, dental, vision);
(b) Life insurance and accidental death and dismemberment (AD&D) plans;
(c) Short-term and long-term disability plans;
(d) Retirement plans, including any 401(k) plan or similar defined contribution plan, and any defined benefit pension plan;
(e) Equity incentive plans, stock option plans, restricted stock plans, stock appreciation rights plans, and phantom equity plans;
(f) Annual bonus, incentive compensation, and commission programs;
(g) Severance plans, policies, or individual severance agreements;
(h) Change-of-control or transaction bonus arrangements;
(i) Deferred compensation arrangements subject to Section 409A of the Internal Revenue Code;
(j) Flexible spending accounts (FSA) and health savings accounts (HSA);
(k) Tuition reimbursement and professional development programs;
(l) Employee assistance programs (EAP); and
(m) Any other material fringe benefit, perquisite, or compensation arrangement.
For each plan identified, the Company shall provide: (i) the name of the plan; (ii) the type of plan; (iii) the plan sponsor; (iv) the plan administrator or third-party administrator; (v) the number of participants; (vi) the annual cost to the Company; (vii) copies of the plan document, summary plan description, and most recent Form 5500 (if applicable); and (viii) a description of any pending or threatened claims, audits, or investigations relating to such plan.
[To be completed by the Company.]
Part D: Employment Agreements
Instruction: The Company shall provide copies of all written employment agreements, offer letters, consulting agreements, and independent contractor agreements to which the Company or any Subsidiary is a party, together with any amendments or modifications thereto. The Company shall also identify any oral employment or consulting arrangements and provide a written summary of the material terms of each such arrangement.
[To be completed by the Company.]
Part E: Labor Matters
Instruction: The Company shall disclose: (i) any collective bargaining agreements or other agreements with any labor union, works council, or employee representative body; (ii) any pending or threatened union organizing activity; (iii) any pending or threatened labor disputes, strikes, work stoppages, slowdowns, or lockouts; (iv) any unfair labor practice charges filed with the National Labor Relations Board or any comparable state or foreign agency; and (v) any material labor-related grievances, complaints, or proceedings. The Company shall confirm whether any employees of the Company or PulseLink Mexico are represented by a labor union or covered by a collective bargaining agreement.
[To be completed by the Company.]
SCHEDULE 3.16 — TAX MATTERS
Part A: Tax Identification Numbers
Part B: Section 338(h)(10) Election
The parties intend to jointly make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and the corresponding provisions of applicable state and local tax law, with respect to the acquisition of all of the outstanding shares of Company common stock pursuant to the Agreement. The material tax-related provisions agreed upon by the parties in connection with such election are as follows:
(a) Joint Election. Buyer and each Selling Stockholder shall jointly execute and file IRS Form 8023 (and any corresponding state or local tax forms) to effectuate the Section 338(h)(10) election in a timely manner following the Closing.
(b) Allocation of Purchase Price. The aggregate deemed sale price (ADSP) resulting from the Section 338(h)(10) election shall be allocated among the assets of the Company in accordance with Section 338(b)(5) of the Code and the Treasury Regulations promulgated thereunder (the "Allocation"). The parties shall negotiate the Allocation in good faith and shall endeavor to agree upon the Allocation within ninety (90) days following the Closing Date. The agreed-upon Allocation shall be binding on the parties for all tax reporting purposes.
(c) Pre-Closing Tax Liabilities. All tax liabilities of the Company attributable to taxable periods (or portions thereof) ending on or before the Closing Date shall be the responsibility of the Selling Stockholders. The Selling Stockholders shall indemnify and hold harmless Buyer and the Company from and against any and all such pre-closing tax liabilities.
(d) Straddle Period Allocation Method. For any taxable period that begins on or before the Closing Date and ends after the Closing Date (a "Straddle Period"), the allocation of taxes between the pre-closing portion and the post-closing portion of such Straddle Period shall be determined using the closing-of-the-books method as of the end of the Closing Date, except that real property taxes, personal property taxes, and similar ad valorem taxes shall be prorated on a per diem basis.
(e) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value-added, and similar taxes (including any penalties, interest, and additions to tax) incurred in connection with the transactions contemplated by the Agreement (collectively, "Transfer Taxes") shall be borne equally by Buyer, on the one hand, and the Selling Stockholders, on the other hand (i.e., split 50/50). The party required by applicable law to file a tax return with respect to any Transfer Tax shall timely prepare and file such return, and the other party shall promptly reimburse the filing party for its share of such Transfer Taxes upon request.
Part C: Tax Returns and Audits
Instruction: The Company shall provide the following information:
(i) A complete list of all jurisdictions (federal, state, local, and foreign) in which the Company or any Subsidiary files, or is required to file, tax returns (including income, franchise, sales and use, property, employment, withholding, value-added, and any other tax returns);
(ii) Copies of all federal, state, local, and foreign income tax returns filed by the Company and any Subsidiary for the three (3) most recent taxable years;
(iii) A description of any pending or threatened tax audits, examinations, assessments, deficiency notices, adjustments, or disputes involving the Company or any Subsidiary, including the taxing authority, the tax type and taxable period at issue, and the current status of such matter;
(iv) Copies of any closing agreements, private letter rulings, technical advice memoranda, or similar agreements or rulings entered into or received by the Company or any Subsidiary from any taxing authority;
(v) A description of any statute of limitations waivers or extensions currently in effect with respect to any tax returns of the Company or any Subsidiary; and
(vi) Confirmation as to whether the Company or any Subsidiary has been a member of any affiliated group, consolidated group, or combined group for tax purposes (other than the consolidated group consisting of the Company and PulseLink Mexico).
[To be completed by the Company.]
Part D: Tax Liens
Instruction: The Company shall disclose any and all tax liens (whether filed or unfiled) on any assets of the Company or any Subsidiary, including federal tax liens, state tax liens, and any foreign tax liens.
[To be completed by the Company.]
SCHEDULE 3.17 — LITIGATION AND PROCEEDINGS
Instruction: The Company shall disclose all of the following matters involving the Company or any Subsidiary:
(a) All pending or, to the Knowledge of the Company, threatened lawsuits, actions, claims, or proceedings (whether civil, criminal, administrative, arbitral, or investigative) in any court, tribunal, arbitral body, or governmental authority;
(b) All pending or, to the Knowledge of the Company, threatened governmental investigations, inquiries, or enforcement actions;
(c) All judgments, orders, decrees, injunctions, settlements, consent orders, or similar dispositions to which the Company or any Subsidiary is a party or by which any of their respective assets are bound and which impose continuing obligations;
(d) All demand letters, cease-and-desist letters, or similar communications received by the Company or any Subsidiary within the past three (3) years that assert or threaten legal claims; and
(e) Any circumstances known to the Company that are reasonably likely to give rise to any of the foregoing.
[To be completed by the Company.]
Note: Based on Buyer's due diligence review conducted through the date hereof, no material litigation, arbitration, governmental proceedings, investigations, or claims involving the Company or any Subsidiary have been identified. This note is based on Buyer's independent review and does not relieve the Company or the Selling Stockholders of their obligation to make a complete and accurate disclosure in this Schedule 3.17.
SCHEDULE 3.19 — INSURANCE
Instruction: The Company shall provide a complete list of all insurance policies currently maintained by the Company or any Subsidiary, including the following information for each policy: (i) type of coverage (e.g., general liability, professional liability/E&O, product liability, directors' and officers' liability, cyber liability, property, workers' compensation, commercial auto, umbrella/excess liability, key person, etc.); (ii) insurance carrier; (iii) policy number; (iv) policy period (inception and expiration dates); (v) coverage limits (per occurrence and aggregate); (vi) deductible or self-insured retention; (vii) annual premium; (viii) named insureds and additional insureds; and (ix) a description of any pending claims or claims made under such policy within the past three (3) years.
[To be completed by the Company.]
Note for Internal Reference — Buyer's Representations and Warranties Insurance Policy:
Buyer is procuring a buy-side representations and warranties insurance policy (the "R&W Policy") in connection with the transactions contemplated by the Agreement. The material terms of the R&W Policy are as follows:
The R&W Policy is a Buyer-side policy, and the premium and related costs are Buyer's responsibility. The R&W Policy is not a Company insurance policy and is not required to be disclosed as part of the Company's insurance schedule. This note is included for the convenience of the transaction parties.
SCHEDULE 3.21 — ENVIRONMENTAL MATTERS
Instruction: The Company shall disclose the following environmental matters with respect to the Company, any Subsidiary, and any real property currently or formerly owned, leased, or operated by the Company or any Subsidiary:
(a) Any known or suspected contamination of soil, groundwater, surface water, or air at, on, under, or emanating from any property currently or formerly owned, leased, or operated by the Company or any Subsidiary;
(b) Any pending or, to the Knowledge of the Company, threatened claims, actions, proceedings, orders, or investigations under any Environmental Law (as defined in the Agreement);
(c) Any violations or alleged violations of any Environmental Law;
(d) Any environmental permits, licenses, registrations, or authorizations held by the Company or any Subsidiary, and the current status thereof;
(e) Any environmental audits, assessments, investigations, or reports (including Phase I and Phase II environmental site assessments) prepared with respect to any property currently or formerly owned, leased, or operated by the Company or any Subsidiary;
(f) Any underground storage tanks, aboveground storage tanks, or other storage or disposal facilities for hazardous materials located at any property currently or formerly owned, leased, or operated by the Company or any Subsidiary;
(g) Any obligations or liabilities arising under CERCLA, RCRA, the Clean Air Act, the Clean Water Act, or any analogous state, local, or foreign Environmental Law; and
(h) Any notifications, disclosures, or filings made to any governmental authority with respect to environmental matters.
[To be completed by the Company.]
SCHEDULE 3.23 — CUSTOMERS AND SUPPLIERS
Part A: Top Customers (by Revenue)
Instruction: The Company shall list the ten (10) largest customers of the Company and its Subsidiary by revenue for each of FY 2024 and FY 2023, together with the approximate revenue attributable to each such customer for each such fiscal year. The Company shall also disclose: (i) any known or anticipated loss or material reduction in the business of any such customer; (ii) any disputes, claims, or material disagreements with any such customer; and (iii) any written or oral notice received from any such customer of its intention to terminate, cancel, or materially reduce its business with the Company.
The following table sets forth the three largest customers of the Company by revenue for FY 2024, based on information available to Buyer as of the date hereof:
Note: The three customers identified above collectively accounted for approximately $24,200,000, or approximately 57.2%, of the Company's total FY 2024 revenue of approximately $42,300,000. Customer concentration is a noted risk factor for the transaction.
[Remainder to be completed by the Company, including FY 2023 top customer information.]
Part B: Top Suppliers (by Expenditure)
Instruction: The Company shall list the ten (10) largest suppliers, vendors, and service providers of the Company and its Subsidiary by aggregate expenditure for each of FY 2024 and FY 2023, together with the approximate amount paid to each such supplier for each such fiscal year. The Company shall also disclose: (i) any sole-source or single-source supply arrangements; (ii) any disputes, claims, or material disagreements with any such supplier; (iii) any written or oral notice received from any such supplier of its intention to terminate, cancel, or materially change the terms of its business with the Company; and (iv) any supply chain disruptions or shortages experienced during the past twelve (12) months.
[To be completed by the Company.]
SCHEDULE 3.25 — PERMITS AND REGULATORY COMPLIANCE
Instruction: The Company shall provide a complete list of all material permits, licenses, registrations, certifications, approvals, consents, and governmental authorizations (collectively, "Permits") held by the Company or any Subsidiary that are required for the lawful conduct of the Company's business as currently conducted, including:
(a) All OEM certifications, qualifications, and approved supplier designations relevant to the manufacture and supply of PulseCore® telematics control units;
(b) Any FCC (Federal Communications Commission) equipment authorizations, certifications, or registrations applicable to the Company's telematics hardware products;
(c) Any NHTSA (National Highway Traffic Safety Administration) registrations, certifications, or compliance filings;
(d) Any certifications or authorizations related to the FleetIQ® platform, including SOC 2 compliance certifications, data privacy certifications, or industry-specific certifications;
(e) Any certifications or authorizations related to the V2X data bridge module, including DSRC and C-V2X compliance certifications;
(f) Any Mexican governmental permits, licenses, or registrations held by Soluciones PulseLink de México, S. de R.L. de C.V., including IMSS (Instituto Mexicano del Seguro Social) and INFONAVIT registrations;
(g) Any state or local business licenses, occupancy permits, or registrations;
(h) Any export control or trade compliance licenses or authorizations (including ITAR, EAR, and OFAC); and
(i) Any other Permits material to the Company's business, operations, or regulatory compliance.
For each Permit identified, the Company shall provide: (i) the name and description of the Permit; (ii) the issuing authority; (iii) the Permit number or reference; (iv) the date of issuance and expiration (or renewal) date; (v) the entity to which the Permit was issued; (vi) any conditions, restrictions, or limitations applicable to the Permit; and (vii) whether the Permit is transferable or assignable in connection with the transactions contemplated by the Agreement, and if not, whether a new Permit must be obtained by Buyer or the Company following the Closing.
[To be completed by the Company.]
SCHEDULE 4.1 — BUYER'S ORGANIZATION AND AUTHORITY
The following information is provided with respect to Buyer's organization and authority:
Buyer is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer is duly qualified or registered to do business and is in good standing in the State of Michigan, where the character of the property owned or leased by it or the nature of the business conducted by it makes such qualification or registration necessary.
Buyer has full corporate power and authority to execute and deliver the Agreement and each ancillary document to which Buyer is or will be a party, and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery, and performance by Buyer of the Agreement and each such ancillary document, and the consummation by Buyer of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Buyer, including the approval of Buyer's board of directors by unanimous written consent, dated May 28, 2025. No vote or consent of the stockholders of Buyer is required in connection with the transactions contemplated by the Agreement.
SCHEDULE 4.4 — BUYER'S FINANCING
The following table sets forth the sources of financing that Buyer has arranged to fund the Purchase Price of $35,000,000 and related transaction costs:
Sources of Financing
Lender Relationship Manager: Kevin Shue, Senior Vice President, Arbor National Bank, N.A., 2100 Woodward Avenue, Detroit, MI 48201.
The debt commitment letter was executed by Arbor National Bank, N.A. on May 6, 2025 and remains in full force and effect as of the date of the Agreement. The commitment is subject to customary conditions precedent, including execution of definitive credit documentation, completion of satisfactory due diligence, absence of a material adverse effect with respect to Buyer or the Company, receipt of certain third-party consents, and other conditions set forth in the commitment letter.
Uses of Financing
Note: The foregoing sources and uses are estimates based on current assumptions and are subject to change based on the final Purchase Price (as adjusted for the Net Working Capital adjustment, if any), actual transaction expenses, and the amount of the Escrow Fund. The Buyer represents that it has received and is in compliance with the terms of the debt commitment letter and the equity commitment letter, and that it has no reason to believe that any condition precedent to funding under either commitment will not be satisfied at or prior to the Closing.
EXHIBIT A — FORM OF SCHEDULE COMPLETION CERTIFICATION
SCHEDULE COMPLETION CERTIFICATION
Reference is made to the Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), the Selling Stockholders identified therein (the "Sellers"), and PulseLink Telematics, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
Each of the undersigned hereby certifies to Buyer, as of the date hereof and as of the Closing Date, as follows:
1.  The Disclosure Schedules to the Agreement, as delivered and as supplemented or amended through the date hereof (collectively, the "Disclosure Schedules"), have been prepared by or at the direction of the Company and the Sellers' Representative, in consultation with the Company's counsel.
2.  The information set forth in the Disclosure Schedules is true, correct, and complete in all material respects as of the date hereof and, except as supplemented or amended in accordance with the Agreement, will be true, correct, and complete in all material respects as of the Closing Date.
3.  No information has been intentionally omitted from the Disclosure Schedules that, if included, would render the disclosures made therein, taken as a whole, misleading.
4.  To the Knowledge of the Company and the Sellers' Representative (as defined in the Agreement), ther