ESCROW AGREEMENT
Dated as of June 13, 2025
among
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation (the "Buyer")
GRAHAM ELLERSICK, in his capacity as Sellers' Representative (the "Sellers' Representative")
and
PINNACLE TRUST COMPANY, N.A., a national trust company (the "Escrow Agent")
TABLE OF CONTENTS
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This ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 13, 2025, by and among Vantage Mobility Systems Corp., a Delaware corporation ("Buyer"), Graham Ellersick, in his capacity as Sellers' Representative (as defined herein) (the "Sellers' Representative"), and Pinnacle Trust Company, N.A., a national trust company ("Escrow Agent"). Each of the Buyer, the Sellers' Representative, and the Escrow Agent is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Buyer, the Selling Stockholders (as defined in the Purchase Agreement referenced below), and PulseLink Telematics, Inc., a Delaware corporation (the "Company"), have entered into that certain Stock Purchase Agreement, dated as of June 6, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which the Buyer is acquiring one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company for an aggregate purchase price of Thirty-Five Million Dollars ($35,000,000) (the "Purchase Price"), on the terms and subject to the conditions set forth therein (the "Acquisition");
WHEREAS, the Purchase Agreement provides that, at the closing of the transactions contemplated thereby (the "Closing"), a portion of the Purchase Price in the amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) (the "Escrow Amount") shall be withheld from the amounts otherwise payable to the Selling Stockholders at the Closing and deposited into an escrow account maintained by the Escrow Agent, which Escrow Amount shall serve as security for the indemnification obligations of the Selling Stockholders under Article VIII of the Purchase Agreement, and the Escrow Amount equals fifty percent (50%) of the indemnification cap of Seven Million Seven Hundred Thousand Dollars ($7,700,000) (which cap represents twenty-two percent (22%) of the Purchase Price);
WHEREAS, Graham Ellersick has been duly appointed as the representative of all Selling Stockholders (the "Sellers' Representative") pursuant to Section 10.14 of the Purchase Agreement, and in such capacity has been authorized to act on behalf of all Selling Stockholders with respect to all matters arising under this Agreement, including, without limitation, the indemnification, escrow, and purchase-price adjustment provisions of the Purchase Agreement;
WHEREAS, the Parties desire to establish the terms and conditions under which the Escrow Agent will hold, invest, administer, and distribute the Escrow Amount and all earnings and income thereon, all in accordance with the provisions of this Agreement; and
WHEREAS, Pinnacle Trust Company, N.A., with its principal office located at 135 South LaSalle Street, Suite 1100, Chicago, Illinois 60603, has agreed to serve as Escrow Agent hereunder in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Escrow Agreement, including all Exhibits attached hereto, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Buyer" means Vantage Mobility Systems Corp., a Delaware corporation, with its principal executive offices located at 4800 Innovation Drive, Auburn Hills, Michigan 48326.
"Buyer's Counsel" means Calderwood & Harkness LLP, 1 International Place, Suite 4100, Boston, Massachusetts 02110, Attention: Sandra Tung, or such other law firm as the Buyer may designate in writing to the Escrow Agent and the Sellers' Representative from time to time.
"Claim Notice" has the meaning set forth in Section 4.1(a).
"Claimed Amount" has the meaning set forth in Section 4.1(a)(iii).
"Closing" means the closing of the transactions contemplated by the Purchase Agreement, including the Acquisition.
"Closing Date" means June 13, 2025, or such other date on which the Closing actually occurs in accordance with the terms of the Purchase Agreement.
"Company" means PulseLink Telematics, Inc., a Delaware corporation, with its principal office located at 7120 Kellner Parkway, Dublin, Ohio 43017.
"De Minimis Threshold" has the meaning set forth in Section 4.1(b).
"Disputed Claim" has the meaning set forth in Section 4.2(c).
"Escrow Account" means the segregated trust account established and maintained by the Escrow Agent pursuant to Article II hereof, bearing reference number PT-ESC-2025-06197, at Pinnacle Trust Company, N.A.
"Escrow Agent" means Pinnacle Trust Company, N.A., a national trust company, or any successor escrow agent appointed in accordance with Section 5.5 hereof.
"Escrow Amount" means Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000).
"Escrow Fund" means the Escrow Amount, together with all interest, earnings, income, and other amounts accrued or earned thereon, less any amounts previously disbursed from the Escrow Account in accordance with this Agreement.
"Escrow Release Date" means December 13, 2026, which is the date that is eighteen (18) months after the Closing Date.
"Independent Accounting Firm" means Calloway Price & Associates LLP, 221 North LaSalle Street, Suite 1600, Chicago, Illinois 60601, or such other nationally or regionally recognized independent accounting firm as the Buyer and the Sellers' Representative may mutually agree upon in writing.
"Joint Written Instruction" means a written instruction signed by both an authorized representative of the Buyer (or Buyer's Counsel) and the Sellers' Representative (or Sellers' Counsel) and delivered to the Escrow Agent in accordance with the notice provisions of Section 9.1.
"Losses" has the meaning set forth in the Purchase Agreement.
"Pending Claims" has the meaning set forth in Section 4.2(e).
"Permitted Investments" has the meaning set forth in Section 3.1.
"Purchase Agreement" means the Stock Purchase Agreement, dated as of June 6, 2025, by and among the Buyer, the Selling Stockholders, and the Company, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Purchase Price" means Thirty-Five Million Dollars ($35,000,000), as set forth in the Purchase Agreement.
"Reserved Amount" has the meaning set forth in Section 4.3.
"Response Notice" has the meaning set forth in Section 4.2(a).
"Response Period" has the meaning set forth in Section 4.2(a).
"Sellers' Counsel" means Whitfield, Draper & Colón LLP, 41 South High Street, Suite 2600, Columbus, Ohio 43215, Attention: Catherine Okafor, or such other law firm as the Sellers' Representative may designate in writing to the Escrow Agent and the Buyer from time to time.
"Sellers' Representative" means Graham Ellersick, in his capacity as the duly appointed representative of all Selling Stockholders pursuant to the Purchase Agreement, and any successor representative appointed in accordance with the provisions of the Purchase Agreement.
"Selling Stockholders" means the persons and entities defined as "Selling Stockholders" under the Purchase Agreement, which include Graham Ellersick, Priya Chandrasekaran, Nathan Vosburg, Clearwater Ventures II, L.P., and the remaining holders of the seven million four hundred eighty thousand (7,480,000) outstanding shares of common stock of the Company as of immediately prior to the Closing.
"Trust Officer" means Angela Britten, the trust officer of the Escrow Agent designated to administer the Escrow Account hereunder, or such successor trust officer as the Escrow Agent may designate from time to time by written notice to the Buyer and the Sellers' Representative.
Section 1.2 — Capitalized Terms Not Defined
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement, unless the context clearly requires otherwise.
Section 1.3 — Interpretive Provisions
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," and "Exhibit" refer to the specified Article, Section, or Exhibit of or to this Agreement unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement means "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation; (i) the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party; (j) headings and captions used in this Agreement are for convenience of reference only, do not constitute a part of this Agreement, and shall not be deemed to limit, characterize, or in any way affect any provision of this Agreement; and (k) all references to "dollars" or "$" in this Agreement refer to United States dollars, and all amounts payable hereunder shall be paid in United States dollars.
ARTICLE II — ESTABLISHMENT OF ESCROW
Section 2.1 — Deposit of Escrow Amount
On the Closing Date, the Buyer shall cause the Escrow Amount, in the amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), to be deposited by wire transfer of immediately available funds into the Escrow Account (reference number PT-ESC-2025-06197) at Pinnacle Trust Company, N.A., in accordance with the wire transfer instructions set forth on Exhibit A attached hereto and incorporated herein by reference. The wire transfer shall be initiated by the Buyer on the Closing Date, and the Buyer shall use commercially reasonable efforts to ensure that the Escrow Amount is received by the Escrow Agent no later than 2:00 p.m. (Central Time) on the Closing Date.
The Escrow Amount shall be deducted from the aggregate Purchase Price otherwise payable to the Selling Stockholders at the Closing, as more fully provided in the Purchase Agreement. The deposit of the Escrow Amount into the Escrow Account shall be treated as a payment by the Buyer of a portion of the Purchase Price to the Selling Stockholders, and the Selling Stockholders shall be treated as having deposited such amount with the Escrow Agent for the purposes set forth herein.
The Escrow Agent shall acknowledge receipt of the Escrow Amount by delivering a written confirmation of receipt to both the Buyer and the Sellers' Representative promptly upon receipt of the wire transfer, and in any event within one (1) business day following receipt thereof. Such written confirmation shall specify the amount received, the date of receipt, and the Escrow Account reference number.
Section 2.2 — Escrow Account
The Escrow Agent shall hold the Escrow Fund in a segregated trust account maintained at Pinnacle Trust Company, N.A. bearing the reference number PT-ESC-2025-06197. The Escrow Account shall be titled as follows:
"Pinnacle Trust Company, N.A., as Escrow Agent for Vantage Mobility Systems Corp. / PulseLink Telematics, Inc. Indemnification Escrow"
The Escrow Agent shall maintain the Escrow Account as a separate and distinct account and shall not commingle the Escrow Fund with any other funds or assets held by the Escrow Agent, whether for its own account or on behalf of any other person or entity. The Escrow Fund shall be held for the benefit of the Buyer and the Selling Stockholders in accordance with the terms and conditions of this Agreement.
The Escrow Fund shall not be subject to any lien, attachment, trustee process, garnishment, execution, levy, or other encumbrance by any party or by any creditor of the Buyer, any Selling Stockholder, the Company, or the Escrow Agent, except as expressly provided in this Agreement. None of the Buyer, any Selling Stockholder, the Company, or any creditor thereof shall have any right, title, or interest in or to the Escrow Fund except as expressly set forth herein.
Section 2.3 — Tax Identification Numbers
For purposes of tax reporting and identification with respect to the Escrow Account, the following taxpayer identification numbers shall apply:
(a) Buyer EIN: 38-4127853
(b) Company (PulseLink Telematics, Inc.) EIN: 31-6084291
The Escrow Agent shall report all interest, earnings, and other income on the Escrow Fund under the taxpayer identification number provided by the Buyer's tax advisor, or under such other arrangements as may be jointly directed in writing by the Buyer and the Sellers' Representative, in each case in compliance with applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. The Selling Stockholders shall be treated as the owners of the Escrow Fund for United States federal income tax purposes, and all income earned on the Escrow Fund shall be reported as income of the Selling Stockholders, allocated among them pro rata in accordance with their respective ownership percentages, unless otherwise required by applicable law or as otherwise jointly directed by the Buyer and the Sellers' Representative.
The Sellers' Representative shall promptly provide, or cause each Selling Stockholder to provide, to the Escrow Agent such tax forms and documentation (including IRS Forms W-9 or applicable W-8 forms) as the Escrow Agent may reasonably request in order to comply with its tax reporting obligations hereunder.
ARTICLE III — INVESTMENT OF ESCROW FUND
Section 3.1 — Investment Instructions
The Escrow Agent shall invest and reinvest the Escrow Fund, including all interest, income, and earnings thereon, in one or more of the following investments (collectively, "Permitted Investments"), as may be jointly directed in writing by the Buyer and the Sellers' Representative:
(a) Direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America, in each case maturing within ninety (90) days from the date of acquisition thereof;
(b) Certificates of deposit, time deposits, or money market accounts issued by or maintained at any commercial bank organized under the laws of the United States of America or any state thereof, having combined capital and surplus in excess of One Billion Dollars ($1,000,000,000);
(c) Money market mutual funds registered under the Investment Company Act of 1940, as amended, that are invested exclusively in obligations described in clause (a) above and that are rated at least "AAAm" (or the equivalent rating) by Standard & Poor's Ratings Services, a division of S&P Global Inc., or any other nationally recognized statistical rating organization; and
(d) Such other investments as the Buyer and the Sellers' Representative may jointly direct in writing to the Escrow Agent from time to time; provided, that the Escrow Agent shall have no obligation to invest in any instrument that it determines in good faith is not consistent with its internal investment policies or applicable law.
In the absence of joint written investment instructions from the Buyer and the Sellers' Representative delivered to the Escrow Agent, or if investment instructions are not received by the Escrow Agent in a timely manner, the Escrow Agent shall invest the Escrow Fund in a money market deposit account maintained at Pinnacle Trust Company, N.A. (or an affiliate thereof), which account may pay a rate of interest that is below the prevailing market rate for similar investments. The Escrow Agent shall have no liability for any loss of income or opportunity cost resulting from the investment of the Escrow Fund in such default investment in the absence of written investment instructions.
The Escrow Agent is hereby authorized and directed to sell, liquidate, or redeem any Permitted Investment as and when necessary to make any distribution or payment required under this Agreement, without regard to whether such sale, liquidation, or redemption results in a loss on such investment, and the Escrow Agent shall have no liability for any such loss.
Section 3.2 — Earnings
All interest, income, dividends, and other earnings on the Escrow Fund shall be retained in the Escrow Account and shall become part of the Escrow Fund for all purposes of this Agreement. Earnings shall not be distributed separately from the Escrow Fund and shall be distributed as part of the Escrow Fund in accordance with the distribution provisions set forth in Article IV hereof.
Section 3.3 — Tax Reporting
The Sellers' Representative shall provide, or shall cause to be provided, to the Escrow Agent a properly completed and executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) for each Selling Stockholder who is a United States person (within the meaning of Section 7701(a)(30) of the Code), or, for any Selling Stockholder who is not a United States person, a properly completed and executed applicable IRS Form W-8 (or successor form), in each case promptly upon execution of this Agreement and in any event prior to the initial distribution of any portion of the Escrow Fund. The Escrow Agent shall have no obligation to make any distribution to or on behalf of any Selling Stockholder for whom a properly completed tax form has not been provided.
The Escrow Agent shall report all investment income and earnings on the Escrow Fund to the Internal Revenue Service under the applicable taxpayer identification numbers provided by the Sellers' Representative. Investment earnings shall be allocated among the Selling Stockholders pro rata based on their respective ownership percentages of the Escrow Fund, as set forth in Section 4.4(b) hereof, or as otherwise jointly directed by the Buyer and the Sellers' Representative.
Neither the Buyer nor the Escrow Agent shall have any liability or responsibility for any tax obligations (including, without limitation, income taxes, estimated taxes, interest, or penalties) of the Selling Stockholders arising from or relating to the Escrow Fund or any earnings thereon. Each Selling Stockholder shall be solely responsible for the payment of any taxes due with respect to such Selling Stockholder's allocable share of the Escrow Fund and earnings thereon.
Section 3.4 — Losses on Investments
The Escrow Agent shall not be liable or responsible for any loss of principal or income resulting from any investment or reinvestment of the Escrow Fund made in accordance with the provisions of this Article III, including, without limitation, any loss resulting from market fluctuations, changes in interest rates, default by any issuer or guarantor of a Permitted Investment, or the insolvency or failure of any depository institution. The Buyer and the Sellers' Representative acknowledge and agree that the Escrow Agent does not guarantee the return of principal or any specific rate of return on the Escrow Fund.
ARTICLE IV — DISTRIBUTION OF ESCROW FUND
Section 4.1 — Claims Against Escrow Fund
(a) Claim Notice. If at any time on or prior to the Escrow Release Date, the Buyer determines in good faith that it has suffered, incurred, or become subject to Losses for which it is entitled to indemnification under the Purchase Agreement, and the Buyer seeks to recover all or a portion of such Losses from the Escrow Fund, the Buyer shall deliver a written notice (a "Claim Notice") to both the Sellers' Representative and the Escrow Agent. Each Claim Notice shall specify the following:
(i) the nature and factual basis of the claim giving rise to such Losses, described in reasonable detail sufficient to permit the Sellers' Representative to evaluate the claim;
(ii) the specific representations, warranties, covenants, or agreements of the Selling Stockholders set forth in the Purchase Agreement that the Buyer alleges have been breached or with respect to which an indemnification obligation has arisen;
(iii) the Buyer's good-faith estimate of the aggregate amount of Losses that the Buyer claims to have suffered or reasonably expects to suffer as a result of such breach or indemnification event (the "Claimed Amount"); provided, that the Claimed Amount set forth in a Claim Notice shall not limit the Buyer's ability to increase such amount by delivering a supplemental Claim Notice in accordance with this Section 4.1(a); and
(iv) whether the claim arises from a third-party claim (including any threatened or pending litigation, arbitration, governmental investigation, or other proceeding brought by a person or entity other than the Buyer or its affiliates) or a direct claim by the Buyer against the Selling Stockholders.
The delivery of a Claim Notice shall constitute a claim against the Escrow Fund in the amount of the Claimed Amount set forth therein, subject to the provisions of this Article IV.
(b) De Minimis Threshold. No individual claim for Losses shall be payable from the Escrow Fund unless the Losses with respect to such individual claim exceed Twenty-Five Thousand Dollars ($25,000) (the "De Minimis Threshold"). For the avoidance of doubt, any individual claim for Losses that does not exceed the De Minimis Threshold shall not be counted toward the satisfaction of the Basket (as defined below) and shall not be recoverable from the Escrow Fund.
(c) Basket. Notwithstanding anything to the contrary in this Agreement, no Losses shall be payable from the Escrow Fund until the aggregate amount of all qualifying Losses (that is, Losses with respect to individual claims that each exceed the De Minimis Threshold) exceeds Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500) (the "Basket"), which amount is equal to seventy-five hundredths of one percent (0.75%) of the Purchase Price. Once the aggregate amount of all qualifying Losses exceeds the Basket, the Buyer shall be entitled to recovery from the Escrow Fund of the full amount of all such qualifying Losses from the first dollar thereof (i.e., the Basket shall operate as a "tipping basket" and not a "true deductible"), subject to the Cap set forth in Section 4.1(d) below.
(d) Cap. The aggregate amount payable from the Escrow Fund to the Buyer in satisfaction of claims for Losses shall not exceed the Escrow Amount (i.e., Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000)). The Escrow Fund constitutes the exclusive source of recovery for the Buyer with respect to indemnification claims under the Purchase Agreement to the extent of the Escrow Amount, subject to the overall indemnification cap of Seven Million Seven Hundred Thousand Dollars ($7,700,000) (representing twenty-two percent (22%) of the Purchase Price) as provided in the Purchase Agreement; provided, however, that claims for breaches of Fundamental Representations (as defined in the Purchase Agreement) shall not be subject to the general cap and shall be recoverable up to one hundred percent (100%) of the Purchase Price (i.e., Thirty-Five Million Dollars ($35,000,000)), all as more fully set forth in Article VIII of the Purchase Agreement.
Section 4.2 — Response Period; Disputed and Undisputed Claims
(a) Response Period. Upon receipt of a Claim Notice, the Sellers' Representative shall have thirty (30) calendar days following the date of such receipt (the "Response Period") within which to deliver a written response to the Buyer and the Escrow Agent (a "Response Notice"). The Response Notice shall state whether the Sellers' Representative accepts, disputes, or partially disputes the Claimed Amount, and in the case of any dispute, shall set forth in reasonable detail the basis for such dispute and the amount (if any) that the Sellers' Representative agrees is payable.
(b) Acceptance / No Response. If the Sellers' Representative delivers a Response Notice within the Response Period that unconditionally accepts the Claimed Amount set forth in the Claim Notice, such claim shall be deemed "Accepted," and the Escrow Agent shall promptly pay the Claimed Amount (or the balance then remaining in the Escrow Fund, whichever is less) to the Buyer in accordance with Section 4.4 hereof. If the Sellers' Representative fails to deliver a Response Notice within the Response Period, the claim set forth in the applicable Claim Notice shall be deemed Accepted, and the Escrow Agent shall promptly pay the Claimed Amount (or the balance then remaining in the Escrow Fund, whichever is less) to the Buyer in accordance with Section 4.4 hereof. For the avoidance of doubt, the failure of the Sellers' Representative to deliver a Response Notice within the Response Period shall be treated as an irrevocable acceptance of the Claimed Amount and a waiver of any right to dispute such claim.
(c) Dispute. If the Sellers' Representative delivers a Response Notice within the Response Period that disputes all or a portion of the Claimed Amount, the disputed portion of the Claimed Amount shall become a "Disputed Claim" and shall be held and administered in accordance with Section 4.2(d) and Section 4.3 hereof. To the extent that the Response Notice acknowledges that a portion of the Claimed Amount is payable (the "Undisputed Amount"), such Undisputed Amount shall be treated as an Accepted claim and shall be paid to the Buyer in accordance with Section 4.4 hereof.
(d) Resolution of Disputes. Any Disputed Claim shall be resolved by one of the following methods:
(i) by mutual written agreement of the Buyer and the Sellers' Representative, delivered to the Escrow Agent as a Joint Written Instruction directing the Escrow Agent to pay from the Escrow Fund the amount agreed upon by the parties;
(ii) by final determination of the Independent Accounting Firm (Calloway Price & Associates LLP), to the extent the Disputed Claim relates to financial calculations, accounting matters, or purchase-price adjustment disputes; provided, that any such determination by the Independent Accounting Firm shall be final and binding on the Buyer and the Sellers' Representative, absent manifest error; the costs and fees of the Independent Accounting Firm shall be borne by the non-prevailing party (or allocated between the parties in proportion to the extent each party's position is not adopted by the Independent Accounting Firm); or
(iii) by final, non-appealable order, judgment, or decree of a court of competent jurisdiction in the State of Delaware (including the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware).
Upon any such resolution, the amount of the Disputed Claim finally determined to be payable to the Buyer (if any) shall be paid from the Escrow Fund to the Buyer in accordance with Section 4.4 hereof, and any excess amount attributable to such Disputed Claim that is not payable to the Buyer shall be released to the Sellers' Representative for distribution to the Selling Stockholders.
(e) Pending Claims. Any Claim Notice that has been duly delivered to the Escrow Agent and the Sellers' Representative in accordance with Section 4.1(a) hereof, but which has not yet been Accepted, resolved by mutual agreement, finally determined by the Independent Accounting Firm, or finally determined by a court of competent jurisdiction, shall constitute a "Pending Claim" until such time as such claim is finally resolved and paid (or dismissed) in accordance with this Article IV.
Section 4.3 — Reservation for Pending Claims
If, as of the Escrow Release Date, there are any Pending Claims outstanding, the Escrow Agent shall reserve from the Escrow Fund an amount equal to the aggregate Claimed Amounts of all Pending Claims then outstanding (the "Reserved Amount"), and shall continue to hold such Reserved Amount in the Escrow Account until each such Pending Claim has been finally resolved in accordance with Section 4.2(d) hereof. The Reserved Amount shall continue to be invested in Permitted Investments in accordance with Article III hereof while it is held by the Escrow Agent.
Upon the final resolution of each Pending Claim, the Escrow Agent shall promptly (and in any event within three (3) business days following receipt of a Joint Written Instruction, an Accepted Claim confirmation, or a certified copy of a final determination or court order, as applicable):
(i) release to the Buyer from the Reserved Amount the amount finally determined to be payable to the Buyer with respect to such Pending Claim (if any), in accordance with the wire instructions set forth in Section 4.4(a) hereof; and
(ii) release to the Sellers' Representative, for further distribution to the Selling Stockholders pro rata in accordance with their respective ownership percentages, the excess (if any) of the portion of the Reserved Amount attributable to such Pending Claim over the amount payable to the Buyer with respect to such Pending Claim, in accordance with the wire instructions set forth in Section 4.4(b) hereof.
For the avoidance of doubt, the Escrow Agent shall have no obligation to independently determine the validity of any Pending Claim or the amount payable with respect thereto, and the Escrow Agent shall be entitled to rely exclusively on Joint Written Instructions, Accepted Claim confirmations, determinations of the Independent Accounting Firm, or final court orders in making any release from the Reserved Amount.
Section 4.4 — Payment Mechanics
(a) Payments to Buyer. All payments from the Escrow Fund to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer on Exhibit B attached hereto, or to such other account as the Buyer may designate from time to time by written notice to the Escrow Agent (with a copy to the Sellers' Representative), provided that any such change of wire instructions shall be effective only upon receipt by the Escrow Agent of the original written notice or a notice verified by callback to the authorized representative of the Buyer identified in the notice provisions of Section 9.1 hereof.
(b) Payments to Sellers. All payments from the Escrow Fund to the Selling Stockholders shall be made by wire transfer of immediately available funds to the account or accounts designated by the Sellers' Representative on Exhibit C attached hereto, or to such other account or accounts as the Sellers' Representative may designate from time to time by written notice to the Escrow Agent (with a copy to the Buyer). The Sellers' Representative shall be solely responsible for the further distribution of any amounts received from the Escrow Agent to the individual Selling Stockholders pro rata in accordance with their respective ownership percentages of the Company's outstanding common stock as of immediately prior to the Closing, as follows:
The Escrow Agent shall have no duty or obligation to verify or ensure that the Sellers' Representative distributes funds to the individual Selling Stockholders in the correct amounts or percentages, and the Escrow Agent shall be fully discharged of its obligations upon wire transfer of the applicable amounts to the account(s) designated by the Sellers' Representative.
(c) Timing. The Escrow Agent shall use commercially reasonable efforts to make any required payment from the Escrow Fund within three (3) business days after the Escrow Agent's receipt of (i) a Joint Written Instruction, (ii) an Accepted Claim confirmation (whether by express acceptance or by expiration of the Response Period without a Response Notice, as provided in Section 4.2(b)), or (iii) evidence of a final determination pursuant to Section 4.2(d) (including a certified copy of a final, non-appealable court order or a written determination of the Independent Accounting Firm), as applicable. The Escrow Agent may require such documentation or verification as it may reasonably request prior to making any payment, including officer's certificates, legal opinions, or callback verification of wire instructions.
Section 4.5 — Scheduled Release of Escrow Fund
On the Escrow Release Date (December 13, 2026), the Escrow Agent shall release and distribute to the Sellers' Representative (for further distribution to the Selling Stockholders pro rata in accordance with their respective ownership percentages as set forth in Section 4.4(b)) the balance of the Escrow Fund then remaining in the Escrow Account, after deducting each of the following:
(a) any amounts previously paid to the Buyer from the Escrow Fund in satisfaction of Accepted Claims or finally determined Disputed Claims;
(b) the Reserved Amount for any Pending Claims that remain outstanding and unresolved as of the Escrow Release Date, which Reserved Amount shall continue to be held by the Escrow Agent in the Escrow Account in accordance with Section 4.3 hereof; and
(c) any unpaid fees and expenses of the Escrow Agent then due and owing under Article VI hereof or otherwise payable from the Escrow Fund.
The Sellers' Representative shall deliver release instructions to the Escrow Agent not fewer than five (5) business days prior to the Escrow Release Date, specifying the wire transfer instructions for the release payment. If the Sellers' Representative fails to deliver such release instructions at least five (5) business days prior to the Escrow Release Date, the Escrow Agent shall not be obligated to make the release payment on the Escrow Release Date and shall instead make the release payment within three (3) business days after receipt of such instructions. The Escrow Agent shall not be liable for any delay in distribution resulting from the Sellers' Representative's failure to provide timely release instructions.
Section 4.6 — Joint Written Instructions
The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any Joint Written Instruction delivered to the Escrow Agent in accordance with the notice provisions of Section 9.1 hereof, provided that such instruction is signed by an authorized representative of the Buyer (or by Buyer's Counsel, Calderwood & Harkness LLP) and by the Sellers' Representative (or by Sellers' Counsel, Whitfield, Draper & Colón LLP). The Escrow Agent shall have no obligation or duty to inquire into or investigate the basis for, or the accuracy of, any Joint Written Instruction, and shall not be liable for any action taken or omitted in good faith in reliance upon any such instruction.
In the event of conflicting instructions from the Buyer and the Sellers' Representative, or in the event that the Escrow Agent receives any instruction that, in the Escrow Agent's reasonable judgment, is ambiguous, unclear, or inconsistent with the terms of this Agreement, the Escrow Agent shall refrain from taking any action with respect to the Escrow Fund until the conflict or ambiguity is resolved by (i) a Joint Written Instruction, (ii) a final determination of a court of competent jurisdiction, or (iii) such other resolution mechanism as is set forth in this Agreement, and the Escrow Agent shall not be liable for any delay resulting from such inaction.
ARTICLE V — DUTIES AND PROTECTIONS OF ESCROW AGENT
Section 5.1 — Duties of Escrow Agent
The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement, and no implied duties or obligations of any kind shall be read into this Agreement against the Escrow Agent. The Escrow Agent is acting solely as a stakeholder in connection with the custody and disbursement of the Escrow Fund and is not a party to, and has no duties, obligations, or liabilities under, the Purchase Agreement. The Escrow Agent shall have no duty to monitor or enforce compliance with the terms of the Purchase Agreement, and the Escrow Agent shall have no responsibility for the sufficiency or accuracy of the form, execution, validity, value, or genuineness of any document or property deposited with the Escrow Agent, or for any description therein, or for the identity, authority, or right of any person executing or delivering or purporting to execute or deliver any such document.
The Escrow Agent shall not be required to take any action that, in the Escrow Agent's reasonable judgment, would cause it to violate any applicable law, regulation, rule, or order of any governmental authority or regulatory body, or that would subject the Escrow Agent to liability under any applicable anti-money laundering law or regulation, including the Bank Secrecy Act and the USA PATRIOT Act, or any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
Section 5.2 — Reliance
The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, statement, request, waiver, consent, receipt, or other document or instrument (each, an "Instruction") furnished to it hereunder and believed by it in good faith to be genuine and to have been signed, presented, or delivered by the proper party or parties. The Escrow Agent shall have no duty or responsibility to verify or investigate the genuineness, authenticity, accuracy, or correctness of any such Instruction or the authority of any person delivering such Instruction.
The Escrow Agent may consult with and rely upon the advice of legal counsel (which may be counsel to any Party, including Buyer's Counsel or Sellers' Counsel), accountants, and other professional advisors selected by the Escrow Agent in good faith, and the Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel, accountants, or professional advisors.
Section 5.3 — Liability Standard
The Escrow Agent shall not be liable for any act taken or omitted to be taken by it under or in connection with this Agreement, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment that such act or omission constitutes the Escrow Agent's own willful misconduct, gross negligence, or fraud. In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, or punitive damages, lost profits, or lost business opportunities, regardless of whether such damages were foreseeable or whether the Escrow Agent was advised of the possibility thereof.
The Escrow Agent shall have no liability for any losses, claims, damages, or expenses arising from the insolvency, failure, or default of any depository institution, financial intermediary, clearing agency, or counterparty with whom the Escrow Fund is deposited or invested, or from any loss of principal or income on Permitted Investments in the Escrow Fund, provided that such investments were made in accordance with the terms of this Agreement. The Escrow Agent shall have no liability for the acts or omissions of any predecessor or successor escrow agent.
Section 5.4 — Interpleader
In the event of any dispute, disagreement, or conflicting claims or demands regarding the Escrow Fund, the disbursement thereof, or the interpretation of any provision of this Agreement, the Escrow Agent may, at its sole option and in its sole discretion:
(a) interplead the Escrow Fund (or any portion thereof that is the subject of such dispute) into a court of competent jurisdiction in the State of Delaware (including the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware), and upon so depositing the Escrow Fund, the Escrow Agent shall thereupon be fully released, relieved, and discharged from any and all further obligations, duties, and liabilities under this Agreement with respect to the Escrow Fund so interpleaded; or
(b) refrain from taking any action (other than to continue to hold and invest the Escrow Fund in accordance with Article III hereof) until such dispute is resolved by a Joint Written Instruction, a final order of a court of competent jurisdiction, or such other resolution mechanism as is set forth herein.
The costs and expenses of any interpleader action (including reasonable attorneys' fees and court costs incurred by the Escrow Agent) shall be borne equally by the Buyer, on the one hand, and the Sellers' Representative (on behalf of the Selling Stockholders), on the other hand, unless otherwise ordered by the court. The Escrow Agent shall be entitled to recover its costs, expenses, and reasonable attorneys' fees from the Escrow Fund to the extent not reimbursed by the Buyer and the Sellers' Representative.
Section 5.5 — Resignation or Removal
(a) Resignation. The Escrow Agent may resign at any time by giving not fewer than thirty (30) days' prior written notice of such resignation to the Buyer and the Sellers' Representative. Such resignation shall become effective on the date specified in the notice or, if no date is specified, on the thirtieth (30th) day following the date of delivery of such notice.
(b) Removal. The Escrow Agent may be removed at any time by a Joint Written Instruction delivered to the Escrow Agent not fewer than thirty (30) days prior to the effective date of such removal. Such Joint Written Instruction shall specify the effective date of the removal and, if a successor escrow agent has been identified, the name, address, and wire transfer instructions of such successor.
(c) Appointment of Successor. Upon the resignation or removal of the Escrow Agent, a successor escrow agent shall be appointed by Joint Written Instruction of the Buyer and the Sellers' Representative. If no successor escrow agent has been appointed and has accepted such appointment within thirty (30) days after the effective date of the resignation or removal of the Escrow Agent, the Escrow Agent may petition any court of competent jurisdiction in the State of Delaware to appoint a successor escrow agent, and the costs and expenses of such petition (including reasonable attorneys' fees) shall be borne equally by the Buyer and the Sellers' Representative.
(d) Transfer of Escrow Fund. Upon the appointment and acceptance by a successor escrow agent, the resigning or removed Escrow Agent shall promptly transfer and deliver the Escrow Fund to such successor escrow agent, together with all records and documents relating to the Escrow Account, and the resigning or removed Escrow Agent shall thereafter be discharged and released from all further duties and obligations under this Agreement, except for any obligations that expressly survive termination or resignation, including the right to indemnification under Section 6.3 hereof.
ARTICLE VI — COMPENSATION AND INDEMNIFICATION OF ESCROW AGENT
Section 6.1 — Fees
The Escrow Agent shall receive compensation for its services hereunder in accordance with the fee schedule attached hereto as Exhibit D and incorporated herein by reference. The Escrow Agent's acceptance fee, annual administration fee, transaction and disbursement fees, and wire transfer fees, as set forth in Exhibit D, shall be payable by the Buyer. The annual administration fee shall be payable in advance on the Closing Date and on each anniversary thereof for so long as this Agreement remains in effect.
If any fees owed to the Escrow Agent are not paid by the Buyer when due and remain unpaid for more than thirty (30) days after written notice thereof from the Escrow Agent to the Buyer (with a copy to the Sellers' Representative), the Escrow Agent shall be entitled, without further notice, to deduct such unpaid fees from the Escrow Fund; provided, that the Escrow Agent shall provide concurrent written notice of any such deduction to the Buyer and the Sellers' Representative, specifying the amount deducted and the fees to which such deduction relates. Notwithstanding the foregoing, the Escrow Agent shall not deduct any amount from the Escrow Fund if the Buyer makes payment of such fees directly to the Escrow Agent within such thirty (30)-day notice period.
Section 6.2 — Expense Reimbursement
The Buyer shall reimburse the Escrow Agent for all reasonable, documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties and obligations under this Agreement, including, without limitation, fees and expenses of outside legal counsel retained by the Escrow Agent, accountant and auditor fees, wire transfer charges, postage and courier charges, and other reasonable disbursements. The Escrow Agent shall provide the Buyer with reasonable documentation of such expenses upon request.
Section 6.3 — Indemnification of Escrow Agent
The Buyer and the Selling Stockholders (acting through the Sellers' Representative, with each Selling Stockholder liable severally and not jointly in proportion to such Selling Stockholder's pro rata share) shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and representatives (including Angela Britten, Trust Officer) (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, costs, damages, claims, liabilities, actions, proceedings, investigations, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement, the Escrow Fund, or the Escrow Agent's performance of or failure to perform its duties hereunder, except to the extent that such Escrow Agent Losses are finally determined by a court of competent jurisdiction to have been caused by the willful misconduct, gross negligence, or fraud of the Escrow Agent.
The indemnification obligation set forth in this Section 6.3 shall be shared equally between (i) the Buyer (fifty percent (50%)) and (ii) the Selling Stockholders, acting through the Sellers' Representative (fifty percent (50%)), with each Selling Stockholder's individual obligation thereunder being several and limited to such Selling Stockholder's pro rata share of the Selling Stockholders' fifty percent (50%) portion.
The indemnification and hold harmless obligations set forth in this Section 6.3 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent, and shall continue in full force and effect notwithstanding the disbursement of the entire Escrow Fund.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations of the Buyer
The Buyer hereby represents and warrants to each other Party as follows:
(a) The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File Number 5493017), and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) The Buyer has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Buyer have been duly authorized by all necessary corporate action on the part of the Buyer, and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity.
(d) The execution, delivery, and performance of this Agreement by the Buyer do not and will not (i) violate, conflict with, or result in a breach of any provision of the Buyer's certificate of incorporation or bylaws, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to the Buyer, or (iii) require any consent, approval, authorization, or order of, or filing or registration with, any governmental authority or any other person.
Section 7.2 — Representations of the Sellers' Representative
The Sellers' Representative hereby represents and warrants to each other Party as follows:
(a) Graham Ellersick has been duly appointed as the Sellers' Representative under Section 10.14 of the Purchase Agreement, with full power and authority to execute, deliver, and perform this Agreement and to act on behalf of all Selling Stockholders with respect to all matters arising under this Agreement and the indemnification, escrow, and purchase-price adjustment provisions of the Purchase Agreement. The appointment of Graham Ellersick as Sellers' Representative has been duly authorized and approved by the requisite number of Selling Stockholders in accordance with the terms of the Purchase Agreement.
(b) This Agreement has been duly and validly executed and delivered by the Sellers' Representative (in such capacity) and constitutes a legal, valid, and binding obligation of the Sellers' Representative (in such capacity) and, to the extent applicable, the Selling Stockholders, enforceable against the Sellers' Representative and the Selling Stockholders in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity.
(c) The execution, delivery, and performance of this Agreement by the Sellers' Representative do not and will not require any consent, approval, authorization, or order of, or filing or registration with, any governmental authority or any other person, except as has been duly obtained or made.
Section 7.3 — Representations of the Escrow Agent
The Escrow Agent hereby represents and warrants to each other Party as follows:
(a) Pinnacle Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States of America, and is duly authorized to exercise trust powers and to conduct its business as presently conducted.
(b) The Escrow Agent has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Escrow Agent have been duly authorized by all necessary corporate action on the part of the Escrow Agent.
(c) This Agreement has been duly and validly executed and delivered by the Escrow Agent and constitutes a legal, valid, and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity.
(d) The execution, delivery, and performance of this Agreement by the Escrow Agent do not and will not (i) violate, conflict with, or result in a breach of any provision of the Escrow Agent's articles of association or bylaws, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to the Escrow Agent, or (iii) require any consent, approval, authorization, or order of, or filing or registration with, any governmental authority (other than those that have been duly obtained or made).
ARTICLE VIII — TERMINATION
Section 8.1 — Termination
This Agreement shall terminate upon the earliest to occur of the following:
(a) the date on which the entire Escrow Fund has been distributed in accordance with Article IV hereof, including the final resolution and distribution of all Reserved Amounts relating to all Pending Claims, such that no portion of the Escrow Fund remains in the Escrow Account; or
(b) the delivery to the Escrow Agent of a Joint Written Instruction signed by both the Buyer and the Sellers' Representative directing the Escrow Agent to distribute the entire remaining balance of the Escrow Fund to the designated recipients and terminating this Agreement, whereupon the Escrow Agent shall distribute the Escrow Fund as so directed and this Agreement shall terminate upon such distribution.
Upon termination of this Agreement, the Escrow Agent shall have no further duties, obligations, or responsibilities hereunder, except for those obligations and provisions that expressly survive termination as provided in Section 8.2 hereof, and except that the Escrow Agent shall retain the right to compensation for services rendered and reimbursement of expenses incurred prior to such termination.
Section 8.2 — Survival
The following provisions of this Agreement shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding such termination: Section 5.3 (Liability Standard), Section 6.3 (Indemnification of Escrow Agent), and Article IX (Miscellaneous). In addition, the rights and obligations of the Parties with respect to any Pending Claim that has not been fully resolved as of the date of termination shall survive until such Pending Claim has been finally resolved and all amounts payable in connection therewith have been distributed in accordance with this Agreement.
ARTICLE IX — MISCELLANEOUS
Section 9.1 — Notices
All notices, requests, demands, claims, consents, waivers, instructions, and other communications required or permitted to be given hereunder (each, a "Notice") shall be in writing and shall be delivered (a) by hand or personal delivery, (b) by nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or (c) by electronic mail with written confirmation of receipt, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified by like Notice):
If to the Buyer:
Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, Michigan 48326
Attention: Derek Winslow, General Counsel
Email: dwinslow@vantagemobility.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1 International Place, Suite 4100 Boston, Massachusetts 02110
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to the Sellers' Representative:
Graham Ellersick c/o PulseLink Telematics, Inc. 7120 Kellner Parkway Dublin, Ohio 43017
Email: gellersick@pulselinktel.com
with a copy (which shall not constitute notice) to:
Whitfield, Draper & Colón LLP 41 South High Street, Suite 2600 Columbus, Ohio 43215
Attention: Catherine Okafor