1007-00006 · Vantage Mobility Systems Corp · Transaction Documents

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CONFIDENTIAL TREATMENT REQUESTED

STOCK PURCHASE AGREEMENT

Execution Version

Dated as of June 6, 2025

Among

VANTAGE MOBILITY SYSTEMS CORP. (a Delaware corporation), as Buyer,

THE SELLING STOCKHOLDERS IDENTIFIED ON EXHIBIT A HERETO

and

PULSELINK TELEMATICS, INC. (a Delaware corporation), as the Company

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of June 6, 2025, by and among:

VANTAGE MOBILITY SYSTEMS CORP., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 4800 Innovation Drive, Auburn Hills, MI 48326 (the "Buyer" or "VMS");

Each of the stockholders of PulseLink Telematics, Inc. identified on Exhibit A attached hereto (each, a "Seller" and, collectively, the "Sellers" or the "Selling Stockholders"), including the following principal stockholders:

(a) Graham Ellersick, an individual, holding 3,290,000 shares of common stock of the Company, representing approximately 43.98% of the issued and outstanding shares;

(b) Priya Chandrasekaran, an individual, holding 748,000 shares of common stock of the Company, representing approximately 10.00% of the issued and outstanding shares;

(c) Nathan Vosburg, an individual, holding 374,000 shares of common stock of the Company, representing approximately 5.00% of the issued and outstanding shares;

(d) Clearwater Ventures II, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware, holding 1,870,000 shares of common stock of the Company, representing approximately 25.00% of the issued and outstanding shares; and

(e) Each of the other individual and entity holders of an aggregate of 1,198,000 shares of common stock of the Company, representing approximately 16.02% of the issued and outstanding shares, as more fully identified on Exhibit A hereto; and

PULSELINK TELEMATICS, INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 7120 Kellner Parkway, Dublin, OH 43017 (the "Company" or "PulseLink").

Buyer, the Selling Stockholders, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

The Selling Stockholders collectively are the record and beneficial owners of all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), constituting 100% of the issued and outstanding shares of common stock of the Company. The Company's authorized capital stock consists of 10,000,000 shares of common stock, par value $0.001 per share, of which 7,480,000 shares are issued and outstanding as of the date hereof. No shares of preferred stock are authorized or outstanding as of the date hereof.

The Selling Stockholders desire to sell, and Buyer desires to purchase, all of the Shares for the Purchase Price (as defined herein), upon the terms and subject to the conditions set forth in this Agreement.

RECITALS

WHEREAS, the Company is a Delaware corporation engaged in the business of designing, manufacturing, and selling embedded telematics hardware and fleet-intelligence software, including the PulseCore® embedded telematics control unit, the FleetIQ® analytics platform, and the V2X data bridge module (collectively, the "Business");

WHEREAS, the Selling Stockholders are the record and beneficial owners of all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), which Shares constitute all of the issued and outstanding capital stock of the Company;

WHEREAS, the Company has no shares of preferred stock authorized or outstanding and no outstanding options, warrants, convertible notes, stock appreciation rights, phantom stock awards, or other rights to acquire or receive capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company;

WHEREAS, Buyer desires to purchase from each Selling Stockholder, and each Selling Stockholder desires to sell to Buyer, all of such Selling Stockholder's Shares, for the consideration and on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, certain Selling Stockholders are entering into Non-Competition and Non-Solicitation Agreements with Buyer, substantially in the form attached hereto as Exhibit D;

WHEREAS, concurrently with or promptly following the Closing, the Parties intend to enter into an Escrow Agreement with Pinnacle Trust Company, N.A., a national trust company, as Escrow Agent, substantially in the form attached hereto as Exhibit C (the "Escrow Agreement");

WHEREAS, Graham Ellersick has been designated by the Selling Stockholders as the Sellers' Representative to act on behalf of the Selling Stockholders following the Closing with respect to all matters arising under or relating to this Agreement, as more fully set forth in Article X hereof; and

WHEREAS, the Parties intend to make a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with respect to the acquisition of the Shares, as more fully described in Section 2.6 hereof.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities of such other Person.

"Agreement" means this Stock Purchase Agreement, including all Exhibits and Schedules attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.

"Ancillary Agreements" means the Escrow Agreement, the Non-Competition and Non-Solicitation Agreements, the Employment Agreements, the Retention Agreement, and each other agreement, certificate, instrument, or document executed and delivered in connection with the transactions contemplated by this Agreement.

"Arbor National Credit Facility" means the senior secured credit facility provided by Arbor National Bank, N.A. to Buyer pursuant to that certain Credit Agreement, dated as of or about the Closing Date, by and among Buyer, the Company, and Arbor National Bank, N.A., as administrative agent and lender, in an aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), consisting of (a) a Nineteen Million Five Hundred Thousand Dollar ($19,500,000) Term Loan A facility (bearing interest at SOFR plus 3.25%) and (b) a Five Million Dollar ($5,000,000) Revolving Credit Facility (bearing interest at SOFR plus 3.00%), as referenced in the commitment letter dated May 6, 2025 (Reference: ANB-CL-2025-0843).

"Basket Amount" means Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500), representing 0.75% of the Purchase Price.

"Business" has the meaning set forth in the Recitals, and shall include, without limitation, the business of designing, manufacturing, and selling embedded telematics hardware and fleet-intelligence software, including the PulseCore® embedded telematics control unit, the FleetIQ® analytics platform, and the V2X data bridge module, as conducted by the Company and the Company Subsidiary as of the date hereof and as of the Closing Date.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banking institutions in New York, New York are authorized or required by applicable Law to be closed.

"Buyer" has the meaning set forth in the Preamble to this Agreement.

"Buyer Indemnified Parties" has the meaning set forth in Section 8.2.

"Claim Notice" has the meaning set forth in Section 8.6(a).

"Closing" has the meaning set forth in Section 2.3.

"Closing Cash Consideration" means an amount equal to (a) the Purchase Price, minus (b) the Escrow Amount, plus or minus (as applicable) (c) the Estimated NWC Adjustment Amount.

"Closing Date" has the meaning set forth in Section 2.3.

"Closing Statement" has the meaning set forth in Section 2.5(b).

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. References to any section of the Code shall include any successor provision thereto.

"Company" has the meaning set forth in the Preamble to this Agreement.

"Company Subsidiary" means Soluciones PulseLink de México, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable duly organized and existing under the laws of Mexico, with offices located at Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico, which is a wholly owned subsidiary of the Company.

"Confidentiality Agreement" means the Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 10, 2025, by and between Buyer and the Company.

"De Minimis Threshold" means Twenty-Five Thousand Dollars ($25,000) per individual claim.

"Delaware Secretary of State" means the Secretary of State of the State of Delaware.

"Disclosure Schedules" means the disclosure schedules delivered by the Sellers and the Company to Buyer concurrently with the execution and delivery of this Agreement, which schedules form a part of this Agreement. The Disclosure Schedules are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections of Article III of this Agreement.

"Dispute Notice" has the meaning set forth in Section 2.5(c).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

"Escrow Agent" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States, with offices located at 135 South LaSalle Street, Suite 1100, Chicago, IL 60603.

"Escrow Agreement" has the meaning set forth in the Recitals and as further described in Section 2.4.

"Escrow Amount" means Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000).

"Escrow Release Date" means the date that is eighteen (18) months following the Closing Date. Based on the anticipated Closing Date of June 13, 2025, the Escrow Release Date is anticipated to be December 13, 2026.

"Estimated Closing Statement" has the meaning set forth in Section 2.5(a).

"Estimated Net Working Capital" means the Company's estimated Net Working Capital as set forth in the Estimated Closing Statement, currently estimated at approximately Five Million Forty Thousand Dollars ($5,040,000).

"Estimated NWC Adjustment Amount" means the amount (positive or negative) by which the Estimated Net Working Capital exceeds (or is less than) the Target Net Working Capital. Based on the current estimates, the Estimated NWC Adjustment Amount is approximately Two Hundred Forty Thousand Dollars ($240,000) (being $5,040,000 minus $4,800,000).

"Fundamental Representations" has the meaning set forth in Section 8.1(a).

"GAAP" means United States generally accepted accounting principles, consistently applied throughout the periods involved, except as otherwise expressly provided in this Agreement.

"General Cap" means Seven Million Seven Hundred Thousand Dollars ($7,700,000), representing twenty-two percent (22%) of the Purchase Price.

"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority of any nature, including any governmental or regulatory body, agency, department, board, commission, court, tribunal, or instrumentality, and shall include, without limitation, the United States Securities and Exchange Commission ("SEC"), the Federal Trade Commission ("FTC"), the Department of Justice ("DOJ"), the Internal Revenue Service ("IRS"), and any state Secretary of State.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. The Parties acknowledge that, as of the date hereof, no filing is required under the HSR Act in connection with the transactions contemplated by this Agreement, as the size-of-transaction test is below the applicable 2025 threshold of One Hundred Nineteen Million Five Hundred Thousand Dollars ($119,500,000).

"Indemnified Party" means a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, as further defined in Article VIII.

"Indemnifying Party" means, with respect to any claim for indemnification hereunder, the Party or Parties from whom indemnification is sought, as further defined in Article VIII.

"Independent Accounting Firm" means Calloway Price & Associates LLP, with offices located at 221 North LaSalle Street, Suite 1600, Chicago, IL 60601, or such other nationally or regionally recognized independent accounting firm as Buyer and the Sellers' Representative may mutually agree.

"intellectual Property" means all intellectual property and proprietary rights of any kind, including: (a) all patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof; (b) all trademarks, service marks, trade names, trade dress, logos, slogans, and Internet domain names, together with all goodwill associated therewith, and all registrations and applications for registration thereof; (c) all copyrights, copyright registrations, and applications for registration thereof, and all works of authorship, whether or not copyrightable; (d) all trade secrets, know-how, confidential business information, inventions, discoveries, improvements, processes, techniques, methods, formulae, algorithms, databases, data compilations, and technical data; (e) all computer software (including source code, object code, firmware, operating systems, specifications, data, databases, and related documentation); and (f) all other proprietary rights relating to any of the foregoing.

"Knowledge" means (a) with respect to the Company or the Selling Stockholders, the actual knowledge of Graham Ellersick, Priya Chandrasekaran, and Nathan Vosburg, in each case after due inquiry of their respective direct reports, and (b) with respect to Buyer, the actual knowledge of Marcus Reinholt, Janine Calloway, Derek Winslow, and Tara Nishimura, in each case after due inquiry of their respective direct reports.

"Law" means any federal, state, local, municipal, foreign, supranational, or other law, statute, legislation, constitution, treaty, convention, principle of common law, resolution, ordinance, code, rule, regulation, ruling, order, executive order, decree, injunction, judgment, consent decree, requirement, guideline, directive, or determination of, or any agreement with, any Governmental Authority, in each case as in effect from time to time.

"Lien" means any mortgage, pledge, lien, charge, encumbrance, hypothecation, security interest, claim, option, right of first refusal, preemptive right, community property interest, restriction on transfer, conditional sale or other title retention agreement, or other similar restriction or limitation, whether imposed by agreement, understanding, Law, equity, or otherwise.

"Losses" means any and all losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation and remediation), in each case of every kind and nature, whether known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated.

"Material Adverse Effect" means any event, circumstance, development, change, occurrence, state of facts, condition, or effect that, individually or in the aggregate with all other events, circumstances, developments, changes, occurrences, states of facts, conditions, or effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, or results of operations of the Company and the Company Subsidiary, taken as a whole, or (b) would reasonably be expected to prevent or materially impair or delay the ability of the Company or any Selling Stockholder to consummate the transactions contemplated by this Agreement; provided, however, that in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, the following shall not be taken into account (either individually or in the aggregate): (i) changes in general economic, business, financial, or market conditions, including changes in prevailing interest rates, credit markets, or capital markets; (ii) changes affecting the automotive telematics industry generally and not disproportionately affecting the Company; (iii) changes in applicable Law or the interpretation thereof, or changes in GAAP or the interpretation thereof; (iv) acts of war, armed hostility, sabotage, terrorism, or military action, or any escalation or worsening thereof; (v) pandemics, epidemics, or disease outbreaks (including COVID-19 and any mutations thereof); (vi) any failure by the Company to meet internal projections, forecasts, or budgets (provided that the underlying causes of such failure may be considered); (vii) effects directly resulting from the announcement or pendency of this Agreement or the transactions contemplated hereby, including any loss of or change in customer, supplier, employee, or other business relationships; or (viii) any action taken or omitted to be taken at the request of or with the prior written consent of Buyer.

"Material Contracts" has the meaning set forth in Section 3.14.

"Net Working Capital" means, as of any applicable determination date, the amount (which may be positive or negative) equal to the current assets of the Company minus the current liabilities of the Company, in each case as determined in accordance with GAAP and the methodologies, principles, policies, and procedures set forth on Exhibit B. For the avoidance of doubt, Net Working Capital shall exclude (a) cash and cash equivalents, (b) any indebtedness for borrowed money, (c) Transaction Expenses, and (d) any income Tax liabilities or receivables.

"Non-Competition Agreement" means a Non-Competition and Non-Solicitation Agreement substantially in the form attached hereto as Exhibit D, to be executed by each Selling Stockholder holding five percent (5%) or more of the outstanding Shares as of the date hereof.

"Outside Date" means September 6, 2025.

"Permits" means all permits, licenses, approvals, authorizations, consents, registrations, certifications, franchises, and similar rights obtained from any Governmental Authority.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

"Post-Closing Tax Period" means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.

"Pre-Closing Taxes" means any Taxes of the Company or the Company Subsidiary attributable to any Pre-Closing Tax Period.

"Pro Rata Share" means, with respect to each Selling Stockholder, a fraction (expressed as a percentage), the numerator of which is the number of Shares held by such Selling Stockholder and the denominator of which is the total number of Shares (7,480,000), as set forth opposite such Selling Stockholder's name on Exhibit A.

"Purchase Price" means Thirty-Five Million Dollars ($35,000,000) in cash, subject to adjustment pursuant to Section 2.5.

"R&W Insurance Policy" means the representations and warranties insurance policy issued (or to be issued) by Northshore Indemnity Insurance Co., policy binder number NSI-RW-2025-3382, arranged through Resolute Underwriting Group, Inc., as broker, with a policy limit of Seven Million Seven Hundred Thousand Dollars ($7,700,000) and a retention of Five Hundred Twenty-Five Thousand Dollars ($525,000) (split equally between Buyer and Sellers, $262,500 each).

"Registered Agent" means Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801, serving as registered agent for both the Company and Buyer in the State of Delaware.

"Restricted Period" means the two (2)-year period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date.

"Review Period" has the meaning set forth in Section 2.5(c).

"Section 338(h)(10) Election" has the meaning set forth in Section 2.6(a).

"Seller Indemnified Parties" has the meaning set forth in Section 8.3.

"Sellers' Representative" means Graham Ellersick, in his capacity as the representative of the Selling Stockholders pursuant to Article X of this Agreement.

"Shares" has the meaning set forth in the Recitals, and means all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company.

"Straddle Period" means any taxable period that begins on or before and ends after the Closing Date.

"Target Net Working Capital" or "Target NWC" means Four Million Eight Hundred Thousand Dollars ($4,800,000).

"Tax" or "Taxes" means all taxes, charges, fees, levies, imposts, duties, or other assessments of any kind whatsoever, including all federal, state, local, and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property (tangible and intangible), registration, value added, alternative or add-on minimum, estimated, excise, goods and services, transfer, and withholding taxes, and including any interest, penalty, or addition thereto, whether disputed or not.

"Tax Return" means any return, declaration, report, claim for refund, statement, information return, or other document filed or required to be filed in connection with the determination, assessment, collection, or administration of any Tax, including any schedule or attachment thereto and any amendment thereof.

"Transaction Expenses" means, without duplication, all fees, costs, and expenses incurred by or on behalf of the Company or any Selling Stockholder in connection with the negotiation, preparation, execution, and consummation of this Agreement and the transactions contemplated hereby, including (a) all fees and disbursements of legal counsel, financial advisors, accountants, consultants, and other professionals retained by the Company or the Selling Stockholders, and (b) any change-of-control, transaction, stay, or similar bonuses payable to any employee of the Company, in each case to the extent not paid by the Company or the Selling Stockholders at or prior to the Closing.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement.

ARTICLE II — PURCHASE AND SALE; CLOSING; PURCHASE PRICE ADJUSTMENT

Section 2.1 — Purchase and Sale of Shares.

Subject to the terms and conditions of this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from each Selling Stockholder, all of such Selling Stockholder's right, title, and interest in and to all of the Shares owned by such Selling Stockholder as set forth on Exhibit A, free and clear of all Liens. The aggregate number of Shares being sold, transferred, and conveyed by the Selling Stockholders to Buyer pursuant to this Agreement is 7,480,000 shares of common stock, par value $0.001 per share, of the Company, representing one hundred percent (100%) of the issued and outstanding shares of common stock of the Company. The number of Shares to be sold by each Selling Stockholder, the percentage of the outstanding Shares represented thereby, and such Selling Stockholder's Pro Rata Share of the Purchase Price and the Escrow Amount are set forth on Exhibit A hereto.

Section 2.2 — Purchase Price; Payment at Closing.

(a) Aggregate Purchase Price. The aggregate purchase price for the Shares shall be Thirty-Five Million Dollars ($35,000,000) in cash (the "Purchase Price"), subject to adjustment as set forth in Section 2.5.

(b) Payment Mechanics at Closing. At the Closing, the Purchase Price shall be paid as follows:

(i) Escrow Deposit. Buyer shall deposit the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) with the Escrow Agent by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent (Account Reference: PT-ESC-2025-06197), to be held, administered, and disbursed in accordance with the terms of the Escrow Agreement.

(ii) Cash Payment to Sellers. The balance of the Purchase Price (i.e., Thirty-Five Million Dollars ($35,000,000) minus the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), equaling Thirty-One Million One Hundred Fifty Thousand Dollars ($31,150,000)), as adjusted by the Estimated NWC Adjustment Amount (positive or negative) in accordance with Section 2.2(c) below, shall be paid by Buyer to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares as set forth on Exhibit A, by wire transfer of immediately available funds to the bank accounts designated in writing by each Selling Stockholder (or, at the direction of the Sellers' Representative, to a paying agent designated by the Sellers' Representative for subsequent distribution to the Selling Stockholders in accordance with their respective Pro Rata Shares).

(c) Estimated NWC Adjustment. At the Closing, the Closing Cash Consideration payable to the Selling Stockholders shall be adjusted as follows:

(i) If the Estimated Net Working Capital exceeds the Target Net Working Capital, the amount of such excess (the "Estimated NWC Surplus") shall be added to the aggregate cash payable to the Selling Stockholders at the Closing. Based on the current estimate, the Estimated NWC Surplus is approximately Two Hundred Forty Thousand Dollars ($240,000), representing the excess of the Estimated Net Working Capital of Five Million Forty Thousand Dollars ($5,040,000) over the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000).

(ii) If the Estimated Net Working Capital is less than the Target Net Working Capital, the amount of such shortfall (the "Estimated NWC Deficit") shall be deducted from the aggregate cash payable to the Selling Stockholders at the Closing.

Section 2.3 — Closing.

(a) The closing of the purchase and sale of the Shares (the "Closing") shall take place on the date that is five (5) Business Days following the satisfaction or written waiver of all of the conditions set forth in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on such other date as Buyer and the Sellers' Representative shall mutually agree in writing (the "Closing Date"). Based on the anticipated satisfaction of conditions, the Parties anticipate that the Closing Date shall be June 13, 2025.

(b) The Closing shall take place remotely via the electronic exchange of documents and signatures, unless the Parties otherwise agree in writing to conduct the Closing at a mutually agreed-upon physical location. For all purposes of this Agreement, all proceedings to be taken and all documents to be executed and delivered at the Closing shall be deemed to have been taken, executed, and delivered simultaneously, and no proceeding shall be deemed to have been taken nor any document executed or delivered until all have been taken, executed, and delivered.

Section 2.4 — Escrow.

(a) At the Closing, Buyer, the Sellers' Representative (on behalf of the Selling Stockholders), and the Escrow Agent shall enter into an Escrow Agreement substantially in the form attached hereto as Exhibit C (the "Escrow Agreement"), providing for the establishment and maintenance of an escrow account with Pinnacle Trust Company, N.A. (the "Escrow Agent"), located at 135 South LaSalle Street, Suite 1100, Chicago, IL 60603 (Trust Officer: Angela Britten).

(b) At the Closing, Buyer shall deposit the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) with the Escrow Agent by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent (Account Reference: PT-ESC-2025-06197), to be held and administered in accordance with the terms of the Escrow Agreement.

(c) The Escrow Amount shall serve as security for the indemnification obligations of the Selling Stockholders pursuant to Article VIII of this Agreement. Any amounts released from the Escrow Amount in satisfaction of indemnification claims shall be deemed to have been paid by the Selling Stockholders in satisfaction of their indemnification obligations hereunder.

(d) On the Escrow Release Date (i.e., eighteen (18) months following the Closing Date, anticipated to be December 13, 2026), the Escrow Agent shall release to the Sellers' Representative (for distribution to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares) the balance of the Escrow Amount not then subject to any pending but unresolved indemnification claims. To the extent any indemnification claims remain pending as of the Escrow Release Date, the Escrow Agent shall retain a portion of the Escrow Amount in an amount reasonably estimated by Buyer to be sufficient to satisfy such pending claims, and shall release the remainder. Any amounts retained shall be released to the Sellers' Representative promptly upon the final resolution of such pending claims, net of any amounts required to satisfy such claims.

(e) Any interest, earnings, or other income accruing on the Escrow Amount shall be held and disbursed as part of the Escrow Amount in accordance with the terms of the Escrow Agreement.

Section 2.5 — Net Working Capital Adjustment.

Section 2.5(a) — Estimated Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth a good-faith estimate of Net Working Capital as of immediately prior to the Closing (without giving effect to the transactions contemplated by this Agreement), calculated in accordance with GAAP and the methodologies, principles, policies, and procedures set forth on Exhibit B (the "Accounting Principles"). The Estimated Closing Statement shall include reasonable supporting documentation and calculations. The Estimated Net Working Capital has been estimated at approximately Five Million Forty Thousand Dollars ($5,040,000). The Estimated NWC Adjustment Amount shall equal the difference between the Estimated Net Working Capital and the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000). If the Estimated NWC Adjustment Amount is a positive number (as currently estimated, approximately Two Hundred Forty Thousand Dollars ($240,000)), such amount shall be added to the Closing Cash Consideration payable to the Selling Stockholders at the Closing. If the Estimated NWC Adjustment Amount is a negative number, the absolute value of such amount shall be deducted from the Closing Cash Consideration payable to the Selling Stockholders at the Closing.

Section 2.5(b) — Final Closing Statement. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Closing Statement") setting forth Buyer's good-faith calculation of the final Net Working Capital as of immediately prior to the Closing, calculated in accordance with GAAP and the Accounting Principles used for the Estimated Closing Statement. The Closing Statement shall include reasonable supporting detail and workpapers. During the preparation of the Closing Statement, Buyer shall afford the Sellers' Representative and his representatives reasonable access to the books, records, workpapers, and personnel of the Company to the extent relevant to the preparation and review of the Closing Statement.

Section 2.5(c) — Review and Dispute Period. The Sellers' Representative shall have thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement. During the Review Period, Buyer shall cooperate with the Sellers' Representative and shall provide reasonable access to the books, records, workpapers, and personnel of the Company as reasonably requested by the Sellers' Representative in connection with his review. If the Sellers' Representative disagrees with any aspect of the Closing Statement, the Sellers' Representative shall, on or before the last day of the Review Period, deliver to Buyer a written notice of disagreement (a "Dispute Notice") setting forth in reasonable detail (i) each item or amount on the Closing Statement that the Sellers' Representative disputes, (ii) the Sellers' Representative's proposed adjustment with respect to each such disputed item, and (iii) the Sellers' Representative's calculation of the final Net Working Capital. If the Sellers' Representative does not deliver a timely Dispute Notice, the Closing Statement as prepared and delivered by Buyer shall be deemed final, conclusive, and binding upon all Parties for all purposes of this Agreement. If the Sellers' Representative delivers a timely Dispute Notice, Buyer and the Sellers' Representative shall negotiate in good faith for a period of thirty (30) days following delivery of the Dispute Notice (or such longer period as Buyer and the Sellers' Representative may mutually agree) to resolve the disputed items. Any items or amounts on the Closing Statement that are not specifically identified in the Dispute Notice as being in dispute shall be deemed accepted by the Sellers' Representative and shall be final and binding.

Section 2.5(d) — Independent Accounting Firm Resolution. If Buyer and the Sellers' Representative are unable to resolve all disputed items within the thirty (30)-day negotiation period described in Section 2.5(c) above (or such longer period as may be mutually agreed), then all unresolved disputed items shall be promptly submitted for determination to Calloway Price & Associates LLP, 221 North LaSalle Street, Suite 1600, Chicago, IL 60601 (the "Independent Accounting Firm"). The Independent Accounting Firm shall act as an expert (and not as an arbitrator) and shall determine only those items that remain in dispute. In making its determination, the Independent Accounting Firm shall consider only the written submissions and supporting materials provided by Buyer and the Sellers' Representative, and its determination of each disputed item shall not be outside the range of values established by the respective positions of Buyer and the Sellers' Representative (i.e., the Independent Accounting Firm's determination of each disputed item shall be equal to or between the value for such item claimed by Buyer, on the one hand, and the value for such item claimed by the Sellers' Representative, on the other hand). The Independent Accounting Firm shall render its written determination within forty-five (45) days of its engagement (or as soon thereafter as is reasonably practicable), and such determination shall be final, conclusive, and binding upon all Parties for all purposes of this Agreement absent manifest error. The fees and expenses of the Independent Accounting Firm shall be borne by Buyer, on the one hand, and the Selling Stockholders (from their respective Pro Rata Shares), on the other hand, in inverse proportion to the extent each party's position is not sustained by the Independent Accounting Firm. By way of example, if the Sellers' Representative's aggregate proposed adjustments total One Hundred Thousand Dollars ($100,000) and the Independent Accounting Firm determines that the correct aggregate adjustment is Sixty Thousand Dollars ($60,000), then sixty percent (60%) of the Independent Accounting Firm's fees and expenses shall be borne by Buyer and forty percent (40%) shall be borne by the Selling Stockholders.

Section 2.5(e) — Post-Closing Adjustment Payment. Within five (5) Business Days after the final determination of Net Working Capital pursuant to this Section 2.5 (whether by agreement of the Parties, deemed acceptance by the Sellers' Representative, or determination by the Independent Accounting Firm):

(i) If the final Net Working Capital exceeds the sum of the Estimated NWC Adjustment Amount plus the Target Net Working Capital (i.e., the final Net Working Capital exceeds the Estimated Net Working Capital), Buyer shall pay the amount of such excess to the Sellers' Representative (for distribution to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares) by wire transfer of immediately available funds.

(ii) If the final Net Working Capital is less than the sum of the Estimated NWC Adjustment Amount plus the Target Net Working Capital (i.e., the final Net Working Capital is less than the Estimated Net Working Capital), the Sellers' Representative shall cause the Selling Stockholders to pay the amount of such shortfall to Buyer by wire transfer of immediately available funds within five (5) Business Days of the final determination; provided, however, that at Buyer's election (by written notice to the Sellers' Representative and the Escrow Agent), Buyer may instruct the Escrow Agent to release such amount (or any portion thereof) from the Escrow Amount in satisfaction of all or part of such shortfall, with any remaining balance payable by the Selling Stockholders.

(iii) If the final Net Working Capital is equal to the Estimated Net Working Capital, no post-Closing adjustment payment shall be required.

Section 2.6 — Purchase Price Allocation; Section 338(h)(10) Election.

(a) Section 338(h)(10) Election. Buyer and the Selling Stockholders agree to jointly make an election under Section 338(h)(10) of the Code (and any corresponding election under applicable state or local Tax Law) with respect to the acquisition of the Shares contemplated by this Agreement (the "Section 338(h)(10) Election"). Each Party shall cooperate fully with the other Parties in the timely making and filing of the Section 338(h)(10) Election and shall take all actions necessary or appropriate to effect such election, including executing IRS Form 8023 and any similar or corresponding forms required under applicable state or local Tax Law.

(b) Purchase Price Allocation. The Purchase Price (together with any assumed liabilities and other relevant items treated as consideration for applicable Tax purposes) shall be allocated among the assets of the Company in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.338-6 and 1.338-7).

(c) Preliminary Allocation. The Parties have agreed upon the following preliminary allocation (subject to finalization within one hundred twenty (120) days following the Closing Date and subject to adjustment for the final Net Working Capital determination):

(i) Tangible assets (including inventory, property, plant, and equipment): approximately Eight Million Two Hundred Thousand Dollars ($8,200,000);

(ii) Identified intangible assets (including customer relationships, developed technology, and trade names): approximately Eighteen Million Five Hundred Thousand Dollars ($18,500,000);

(iii) Goodwill: approximately Eleven Million Dollars ($11,000,000) (estimated as the Purchase Price of Thirty-Five Million Dollars ($35,000,000) minus Eight Million Two Hundred Thousand Dollars ($8,200,000) of tangible assets minus Eighteen Million Five Hundred Thousand Dollars ($18,500,000) of identified intangible assets, plus approximately Two Million Seven Hundred Thousand Dollars ($2,700,000) in net assumed liabilities); and

(iv) Assumed liabilities: approximately negative Two Million Seven Hundred Thousand Dollars (($2,700,000)).

(d) Preparation of Tax Forms. Buyer shall prepare a draft of IRS Form 8023 (or its successor form) and any required asset acquisition statements within ninety (90) days of the Closing Date, and shall provide such draft to the Sellers' Representative for review and comment. The Sellers' Representative shall have fifteen (15) days following receipt of such draft to review and provide any comments. The Parties shall cooperate in good faith to agree upon the final purchase price allocation and the final forms.

(e) Consistency. Buyer and each Selling Stockholder shall file all Tax Returns (including IRS Form 8883 and any corresponding state or local forms) consistent with the Section 338(h)(10) Election and the agreed purchase price allocation, and shall not take any position on any Tax Return, in any Tax proceeding, or otherwise that is inconsistent with such election or allocation, unless required to do so by a final determination (as defined in Section 1313 of the Code) of a Governmental Authority.

Section 2.7 — Withholding.

Buyer shall be entitled to deduct and withhold from any amounts payable under this Agreement to any Selling Stockholder such amounts as Buyer is required to deduct and withhold under the Code, or any applicable provision of state, local, or foreign Tax Law; provided, however, that prior to making any such deduction or withholding (other than withholding required with respect to compensatory payments), Buyer shall notify the Sellers' Representative of its intent to withhold and shall cooperate with the Sellers' Representative and the applicable Selling Stockholder to reduce or eliminate any such withholding to the extent permitted by applicable Law. Any amounts so withheld and timely remitted to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Selling Stockholder with respect to whom such deduction and withholding was made.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDERS

The Company and each Selling Stockholder, jointly and severally (subject to the limitations set forth in Section 8.5), represent and warrant to Buyer as of the date hereof and as of the Closing Date (except where a specific representation or warranty expressly speaks only as of a specific date, in which case such representation or warranty shall be made only as of such specific date), except as set forth in the Disclosure Schedules delivered by the Company and the Selling Stockholders to Buyer concurrently with the execution and delivery of this Agreement, as follows:

Section 3.1 — Organization and Good Standing.

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File Number 6174829). The Company has full corporate power and authority to own, operate, and lease its properties and assets and to carry on the Business as currently conducted. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of the Business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The jurisdictions in which the Company is qualified to do business include the State of Ohio. The Company's registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.

(b) The Company Subsidiary (Soluciones PulseLink de México, S. de R.L. de C.V.) is a sociedad de responsabilidad limitada de capital variable duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of Mexico (State of Jalisco). The Company Subsidiary has full corporate or entity power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted.

(c) Except for the Company Subsidiary, the Company does not own, directly or indirectly, any equity interest in any other Person.

(d) The Company has heretofore made available to Buyer true, correct, and complete copies of the certificate of incorporation and bylaws of the Company, each as currently in effect. The Company is not in violation of any provision of its certificate of incorporation or bylaws.

This Section 3.1 is a Fundamental Representation.

Section 3.2 — Authority; Binding Agreement.

(a) The Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Board of Directors and the stockholders of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

(c) This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by the other Parties hereto) this Agreement constitutes, and each Ancillary Agreement to which the Company is a party when duly executed and delivered by the Company will constitute, a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

This Section 3.2 is a Fundamental Representation.

Section 3.3 — Capitalization.

(a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock are authorized. As of the date hereof, 7,480,000 shares of common stock are issued and outstanding. All issued and outstanding shares of common stock have been duly authorized, are validly issued, are 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) Except for this Agreement, there are no outstanding options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom stock or similar rights, restricted stock units, performance awards, or other rights to acquire or receive capital stock of the Company or securities convertible into or exchangeable for capital stock of the Company, nor are there any outstanding contractual obligations of the Company to issue any shares of its capital stock or to repurchase, redeem, or otherwise acquire any of its outstanding shares of capital stock.

(c) There are no voting trusts, stockholder agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares, other than this Agreement.

(d) Schedule 3.3 sets forth the complete capitalization table of the Company, listing each holder of record of the Shares, the number of Shares held by each such holder, and the percentage of the outstanding Shares represented thereby, as follows: Graham Ellersick (3,290,000 shares, 43.98%), Priya Chandrasekaran (748,000 shares, 10.00%), Nathan Vosburg (374,000 shares, 5.00%), Clearwater Ventures II, L.P. (1,870,000 shares, 25.00%), and the remaining holders as identified on Schedule 3.3 (an aggregate of 1,198,000 shares, 16.02%).

This Section 3.3 is a Fundamental Representation.

Section 3.4 — Selling Stockholder Representations.

Each Selling Stockholder represents and warrants, severally and not jointly, as to itself, himself, or herself, as applicable:

(a) Ownership of Shares. Such Selling Stockholder is the record and beneficial owner of the number of Shares set forth opposite such Selling Stockholder's name on Exhibit A hereto. Such Selling Stockholder owns such Shares free and clear of all Liens (other than restrictions imposed by applicable federal and state securities Laws and Liens that will be released at or prior to the Closing). Upon the Closing, Buyer will acquire good and valid title to all of such Selling Stockholder's Shares, free and clear of all Liens (other than restrictions imposed by applicable federal and state securities Laws and any Liens created by or through Buyer).

(b) Authority and Capacity. Such Selling Stockholder (if an individual) has the legal capacity, and (if an entity) has full corporate, partnership, limited liability company, or other applicable organizational power and authority, to execute, deliver, and perform its, his, or her obligations under this Agreement and each Ancillary Agreement to which such Selling Stockholder is a party.

(c) Entity Selling Stockholders. If such Selling Stockholder is an entity (including Clearwater Ventures II, L.P.), such Selling Stockholder is duly organized, validly existing, and in good standing (or its equivalent) under the laws of its jurisdiction of formation. All requisite partnership, corporate, limited liability company, or other organizational action has been duly taken by such Selling Stockholder to authorize the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which such Selling Stockholder is a party and the consummation of the transactions contemplated hereby and thereby.

(d) Binding Obligation. This Agreement has been duly executed and delivered by such Selling Stockholder, and (assuming due authorization, execution, and delivery by the other Parties hereto) this Agreement constitutes, and each Ancillary Agreement to which such Selling Stockholder is a party when duly executed and delivered by such Selling Stockholder will constitute, a legal, valid, and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

This Section 3.4 sets forth Fundamental Representations.

Section 3.5 — No Conflicts; Consents.

(a) Except as set forth on Schedule 3.5, neither the execution, delivery, or performance of this Agreement or any Ancillary Agreement by the Company or any Selling Stockholder, nor the consummation of the transactions contemplated hereby or thereby, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws, or other organizational documents of the Company or the Company Subsidiary, (ii) conflict with, violate, or result in a breach of any Law applicable to the Company, the Company Subsidiary, or any Selling Stockholder, (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, or result in the creation of any Lien upon any of the assets or properties of the Company or the Company Subsidiary pursuant to, any Material Contract or any other agreement, instrument, license, permit, or order to which the Company, the Company Subsidiary, or any Selling Stockholder is a party or by which any of them or their respective assets or properties are bound, or (iv) require any consent, approval, authorization, order, filing, registration, or qualification of, with, or to any Governmental Authority, except in each case of clauses (ii) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) No filing is required under the HSR Act in connection with the transactions contemplated by this Agreement, as the aggregate amount of the Purchase Price is below the applicable size-of-transaction threshold of One Hundred Nineteen Million Five Hundred Thousand Dollars ($119,500,000) for the calendar year 2025.

(c) The consents that may be required in connection with the transactions contemplated by this Agreement include the landlord consent of Kellner Park Holdings LLC (with respect to the Company's principal office lease at 7120 Kellner Parkway, Dublin, OH 43017) and the customer contract consents noted on Schedule 3.5.

Section 3.6 — Financial Statements.

(a) The Company has delivered or made available to Buyer (i) the audited consolidated balance sheets of the Company as of December 31, 2022, December 31, 2023, and December 31, 2024, and the related audited consolidated statements of operations, stockholders' equity, and cash flows of the Company for the fiscal years then ended (collectively, the "Annual Financial Statements"), together with the reports of Hargrove & Lindt CPAs LLP, the Company's independent auditing firm (with offices at 250 West Street, Suite 500, Columbus, OH 43215), thereon, and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2025, and the related unaudited consolidated statements of operations and cash flows for the three-month period then ended (the "Interim Financial Statements" and, together with the Annual Financial Statements, the "Financial Statements"). Copies of the Financial Statements are set forth on Schedule 3.6.

(b) The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (except as may be noted therein or in the notes thereto, and except that the Interim Financial Statements do not contain footnotes and are subject to normal year-end adjustments, which are not, individually or in the aggregate, material), and fairly present in all material respects the financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company as of the dates and for the periods presented therein.

(c) For the avoidance of clarity, the Company's revenue for the fiscal year ended December 31, 2024, was approximately Forty-Two Million Three Hundred Thousand Dollars ($42,300,000), and the Company's Adjusted EBITDA for the fiscal year ended December 31, 2024, was approximately Five Million Nine Hundred Thousand Dollars ($5,900,000).

Section 3.7 — Absence of Undisclosed Liabilities.

The Company does not have any liabilities, obligations, or commitments of the type required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP (whether accrued, absolute, contingent, unliquidated, or otherwise), except (a) liabilities that are reflected or reserved against in the most recent audited consolidated balance sheet of the Company included in the Annual Financial Statements (the "Most Recent Balance Sheet"), (b) liabilities that have arisen since the date of the Most Recent Balance Sheet in the ordinary course of business consistent with past practice (none of which is, individually or in the aggregate, material), (c) liabilities set forth on Schedule 3.7, and (d) liabilities arising under this Agreement or any Ancillary Agreement.

Section 3.8 — Absence of Certain Changes.

Since December 31, 2024, through the date hereof:

(a) the Company has conducted the Business in the ordinary course consistent with past practice in all material respects;

(b) there has not been any event, condition, development, or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect; and

(c) neither the Company nor the Company Subsidiary has taken any action that, if this Agreement had been in effect during such period, would have required the prior written consent of Buyer pursuant to Section 5.1.

Section 3.9 — Tax Matters.

(a) The Company (EIN: 31-6084291) and the Company Subsidiary have timely filed (or have caused to be timely filed), taking into account any applicable extensions, all Tax Returns required to be filed by or with respect to them in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, correct, and complete in all material respects. Schedule 3.9 sets forth a list of all jurisdictions in which the Company and the Company Subsidiary file (or are required to file) Tax Returns.

(b) All Taxes due and payable by the Company and the Company Subsidiary (whether or not shown on any Tax Return) have been timely paid in full, and adequate reserves have been established in the Financial Statements in accordance with GAAP for any Taxes that have accrued but are not yet due and payable.

(c) There are no audits, examinations, investigations, or other proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Authority with respect to any Taxes of the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary has received any written notice from any Governmental Authority of any proposed deficiency, assessment, or claim for Taxes.

(d) Neither the Company nor the Company Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment, deficiency, or collection, and no such waiver or extension is currently in effect.

(e) Neither the Company nor the Company Subsidiary is a party to, or is bound by, or has any obligation under, any Tax sharing, Tax allocation, Tax indemnification, or similar agreement or arrangement (other than customary provisions in commercial agreements that are not primarily related to Taxes).

(f) The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company).

(g) There are no Liens for Taxes upon any of the assets or properties of the Company or the Company Subsidiary, other than Liens for Taxes not yet due and payable.

This Section 3.9 is a Fundamental Representation.

Section 3.10 — Real Property.

(a) The Company does not own, and has never owned, any real

CONFIDENTIAL TREATMENT REQUESTED
STOCK PURCHASE AGREEMENT
Execution Version
Dated as of June 6, 2025
Among
VANTAGE MOBILITY SYSTEMS CORP. (a Delaware corporation), as Buyer,
THE SELLING STOCKHOLDERS IDENTIFIED ON EXHIBIT A HERETO
and
PULSELINK TELEMATICS, INC. (a Delaware corporation), as the Company
TABLE OF CONTENTS
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of June 6, 2025, by and among:
VANTAGE MOBILITY SYSTEMS CORP., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 4800 Innovation Drive, Auburn Hills, MI 48326 (the "Buyer" or "VMS");
Each of the stockholders of PulseLink Telematics, Inc. identified on Exhibit A attached hereto (each, a "Seller" and, collectively, the "Sellers" or the "Selling Stockholders"), including the following principal stockholders:
(a) Graham Ellersick, an individual, holding 3,290,000 shares of common stock of the Company, representing approximately 43.98% of the issued and outstanding shares;
(b) Priya Chandrasekaran, an individual, holding 748,000 shares of common stock of the Company, representing approximately 10.00% of the issued and outstanding shares;
(c) Nathan Vosburg, an individual, holding 374,000 shares of common stock of the Company, representing approximately 5.00% of the issued and outstanding shares;
(d) Clearwater Ventures II, L.P., a limited partnership duly organized and existing under the laws of the State of Delaware, holding 1,870,000 shares of common stock of the Company, representing approximately 25.00% of the issued and outstanding shares; and
(e) Each of the other individual and entity holders of an aggregate of 1,198,000 shares of common stock of the Company, representing approximately 16.02% of the issued and outstanding shares, as more fully identified on Exhibit A hereto; and
PULSELINK TELEMATICS, INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 7120 Kellner Parkway, Dublin, OH 43017 (the "Company" or "PulseLink").
Buyer, the Selling Stockholders, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
The Selling Stockholders collectively are the record and beneficial owners of all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), constituting 100% of the issued and outstanding shares of common stock of the Company. The Company's authorized capital stock consists of 10,000,000 shares of common stock, par value $0.001 per share, of which 7,480,000 shares are issued and outstanding as of the date hereof. No shares of preferred stock are authorized or outstanding as of the date hereof.
The Selling Stockholders desire to sell, and Buyer desires to purchase, all of the Shares for the Purchase Price (as defined herein), upon the terms and subject to the conditions set forth in this Agreement.
RECITALS
WHEREAS, the Company is a Delaware corporation engaged in the business of designing, manufacturing, and selling embedded telematics hardware and fleet-intelligence software, including the PulseCore® embedded telematics control unit, the FleetIQ® analytics platform, and the V2X data bridge module (collectively, the "Business");
WHEREAS, the Selling Stockholders are the record and beneficial owners of all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the "Shares"), which Shares constitute all of the issued and outstanding capital stock of the Company;
WHEREAS, the Company has no shares of preferred stock authorized or outstanding and no outstanding options, warrants, convertible notes, stock appreciation rights, phantom stock awards, or other rights to acquire or receive capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company;
WHEREAS, Buyer desires to purchase from each Selling Stockholder, and each Selling Stockholder desires to sell to Buyer, all of such Selling Stockholder's Shares, for the consideration and on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, concurrently with the execution and delivery of this Agreement, certain Selling Stockholders are entering into Non-Competition and Non-Solicitation Agreements with Buyer, substantially in the form attached hereto as Exhibit D;
WHEREAS, concurrently with or promptly following the Closing, the Parties intend to enter into an Escrow Agreement with Pinnacle Trust Company, N.A., a national trust company, as Escrow Agent, substantially in the form attached hereto as Exhibit C (the "Escrow Agreement");
WHEREAS, Graham Ellersick has been designated by the Selling Stockholders as the Sellers' Representative to act on behalf of the Selling Stockholders following the Closing with respect to all matters arising under or relating to this Agreement, as more fully set forth in Article X hereof; and
WHEREAS, the Parties intend to make a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with respect to the acquisition of the Shares, as more fully described in Section 2.6 hereof.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities of such other Person.
"Agreement" means this Stock Purchase Agreement, including all Exhibits and Schedules attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
"Ancillary Agreements" means the Escrow Agreement, the Non-Competition and Non-Solicitation Agreements, the Employment Agreements, the Retention Agreement, and each other agreement, certificate, instrument, or document executed and delivered in connection with the transactions contemplated by this Agreement.
"Arbor National Credit Facility" means the senior secured credit facility provided by Arbor National Bank, N.A. to Buyer pursuant to that certain Credit Agreement, dated as of or about the Closing Date, by and among Buyer, the Company, and Arbor National Bank, N.A., as administrative agent and lender, in an aggregate principal amount of Twenty-Four Million Five Hundred Thousand Dollars ($24,500,000), consisting of (a) a Nineteen Million Five Hundred Thousand Dollar ($19,500,000) Term Loan A facility (bearing interest at SOFR plus 3.25%) and (b) a Five Million Dollar ($5,000,000) Revolving Credit Facility (bearing interest at SOFR plus 3.00%), as referenced in the commitment letter dated May 6, 2025 (Reference: ANB-CL-2025-0843).
"Basket Amount" means Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500), representing 0.75% of the Purchase Price.
"Business" has the meaning set forth in the Recitals, and shall include, without limitation, the business of designing, manufacturing, and selling embedded telematics hardware and fleet-intelligence software, including the PulseCore® embedded telematics control unit, the FleetIQ® analytics platform, and the V2X data bridge module, as conducted by the Company and the Company Subsidiary as of the date hereof and as of the Closing Date.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banking institutions in New York, New York are authorized or required by applicable Law to be closed.
"Buyer" has the meaning set forth in the Preamble to this Agreement.
"Buyer Indemnified Parties" has the meaning set forth in Section 8.2.
"Claim Notice" has the meaning set forth in Section 8.6(a).
"Closing" has the meaning set forth in Section 2.3.
"Closing Cash Consideration" means an amount equal to (a) the Purchase Price, minus (b) the Escrow Amount, plus or minus (as applicable) (c) the Estimated NWC Adjustment Amount.
"Closing Date" has the meaning set forth in Section 2.3.
"Closing Statement" has the meaning set forth in Section 2.5(b).
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. References to any section of the Code shall include any successor provision thereto.
"Company" has the meaning set forth in the Preamble to this Agreement.
"Company Subsidiary" means Soluciones PulseLink de México, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable duly organized and existing under the laws of Mexico, with offices located at Av. Vallarta 6503, Piso 4, Col. Ciudad Granja, Zapopan, Jalisco 45010, Mexico, which is a wholly owned subsidiary of the Company.
"Confidentiality Agreement" means the Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 10, 2025, by and between Buyer and the Company.
"De Minimis Threshold" means Twenty-Five Thousand Dollars ($25,000) per individual claim.
"Delaware Secretary of State" means the Secretary of State of the State of Delaware.
"Disclosure Schedules" means the disclosure schedules delivered by the Sellers and the Company to Buyer concurrently with the execution and delivery of this Agreement, which schedules form a part of this Agreement. The Disclosure Schedules are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections of Article III of this Agreement.
"Dispute Notice" has the meaning set forth in Section 2.5(c).
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
"Escrow Agent" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States, with offices located at 135 South LaSalle Street, Suite 1100, Chicago, IL 60603.
"Escrow Agreement" has the meaning set forth in the Recitals and as further described in Section 2.4.
"Escrow Amount" means Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000).
"Escrow Release Date" means the date that is eighteen (18) months following the Closing Date. Based on the anticipated Closing Date of June 13, 2025, the Escrow Release Date is anticipated to be December 13, 2026.
"Estimated Closing Statement" has the meaning set forth in Section 2.5(a).
"Estimated Net Working Capital" means the Company's estimated Net Working Capital as set forth in the Estimated Closing Statement, currently estimated at approximately Five Million Forty Thousand Dollars ($5,040,000).
"Estimated NWC Adjustment Amount" means the amount (positive or negative) by which the Estimated Net Working Capital exceeds (or is less than) the Target Net Working Capital. Based on the current estimates, the Estimated NWC Adjustment Amount is approximately Two Hundred Forty Thousand Dollars ($240,000) (being $5,040,000 minus $4,800,000).
"Fundamental Representations" has the meaning set forth in Section 8.1(a).
"GAAP" means United States generally accepted accounting principles, consistently applied throughout the periods involved, except as otherwise expressly provided in this Agreement.
"General Cap" means Seven Million Seven Hundred Thousand Dollars ($7,700,000), representing twenty-two percent (22%) of the Purchase Price.
"Governmental Authority" means any federal, state, local, municipal, foreign, supranational, or other governmental or quasi-governmental authority of any nature, including any governmental or regulatory body, agency, department, board, commission, court, tribunal, or instrumentality, and shall include, without limitation, the United States Securities and Exchange Commission ("SEC"), the Federal Trade Commission ("FTC"), the Department of Justice ("DOJ"), the Internal Revenue Service ("IRS"), and any state Secretary of State.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. The Parties acknowledge that, as of the date hereof, no filing is required under the HSR Act in connection with the transactions contemplated by this Agreement, as the size-of-transaction test is below the applicable 2025 threshold of One Hundred Nineteen Million Five Hundred Thousand Dollars ($119,500,000).
"Indemnified Party" means a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, as further defined in Article VIII.
"Indemnifying Party" means, with respect to any claim for indemnification hereunder, the Party or Parties from whom indemnification is sought, as further defined in Article VIII.
"Independent Accounting Firm" means Calloway Price & Associates LLP, with offices located at 221 North LaSalle Street, Suite 1600, Chicago, IL 60601, or such other nationally or regionally recognized independent accounting firm as Buyer and the Sellers' Representative may mutually agree.
"intellectual Property" means all intellectual property and proprietary rights of any kind, including: (a) all patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof; (b) all trademarks, service marks, trade names, trade dress, logos, slogans, and Internet domain names, together with all goodwill associated therewith, and all registrations and applications for registration thereof; (c) all copyrights, copyright registrations, and applications for registration thereof, and all works of authorship, whether or not copyrightable; (d) all trade secrets, know-how, confidential business information, inventions, discoveries, improvements, processes, techniques, methods, formulae, algorithms, databases, data compilations, and technical data; (e) all computer software (including source code, object code, firmware, operating systems, specifications, data, databases, and related documentation); and (f) all other proprietary rights relating to any of the foregoing.
"Knowledge" means (a) with respect to the Company or the Selling Stockholders, the actual knowledge of Graham Ellersick, Priya Chandrasekaran, and Nathan Vosburg, in each case after due inquiry of their respective direct reports, and (b) with respect to Buyer, the actual knowledge of Marcus Reinholt, Janine Calloway, Derek Winslow, and Tara Nishimura, in each case after due inquiry of their respective direct reports.
"Law" means any federal, state, local, municipal, foreign, supranational, or other law, statute, legislation, constitution, treaty, convention, principle of common law, resolution, ordinance, code, rule, regulation, ruling, order, executive order, decree, injunction, judgment, consent decree, requirement, guideline, directive, or determination of, or any agreement with, any Governmental Authority, in each case as in effect from time to time.
"Lien" means any mortgage, pledge, lien, charge, encumbrance, hypothecation, security interest, claim, option, right of first refusal, preemptive right, community property interest, restriction on transfer, conditional sale or other title retention agreement, or other similar restriction or limitation, whether imposed by agreement, understanding, Law, equity, or otherwise.
"Losses" means any and all losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses and reasonable costs of investigation and remediation), in each case of every kind and nature, whether known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated.
"Material Adverse Effect" means any event, circumstance, development, change, occurrence, state of facts, condition, or effect that, individually or in the aggregate with all other events, circumstances, developments, changes, occurrences, states of facts, conditions, or effects, (a) is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities, or results of operations of the Company and the Company Subsidiary, taken as a whole, or (b) would reasonably be expected to prevent or materially impair or delay the ability of the Company or any Selling Stockholder to consummate the transactions contemplated by this Agreement; provided, however, that in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur, the following shall not be taken into account (either individually or in the aggregate): (i) changes in general economic, business, financial, or market conditions, including changes in prevailing interest rates, credit markets, or capital markets; (ii) changes affecting the automotive telematics industry generally and not disproportionately affecting the Company; (iii) changes in applicable Law or the interpretation thereof, or changes in GAAP or the interpretation thereof; (iv) acts of war, armed hostility, sabotage, terrorism, or military action, or any escalation or worsening thereof; (v) pandemics, epidemics, or disease outbreaks (including COVID-19 and any mutations thereof); (vi) any failure by the Company to meet internal projections, forecasts, or budgets (provided that the underlying causes of such failure may be considered); (vii) effects directly resulting from the announcement or pendency of this Agreement or the transactions contemplated hereby, including any loss of or change in customer, supplier, employee, or other business relationships; or (viii) any action taken or omitted to be taken at the request of or with the prior written consent of Buyer.
"Material Contracts" has the meaning set forth in Section 3.14.
"Net Working Capital" means, as of any applicable determination date, the amount (which may be positive or negative) equal to the current assets of the Company minus the current liabilities of the Company, in each case as determined in accordance with GAAP and the methodologies, principles, policies, and procedures set forth on Exhibit B. For the avoidance of doubt, Net Working Capital shall exclude (a) cash and cash equivalents, (b) any indebtedness for borrowed money, (c) Transaction Expenses, and (d) any income Tax liabilities or receivables.
"Non-Competition Agreement" means a Non-Competition and Non-Solicitation Agreement substantially in the form attached hereto as Exhibit D, to be executed by each Selling Stockholder holding five percent (5%) or more of the outstanding Shares as of the date hereof.
"Outside Date" means September 6, 2025.
"Permits" means all permits, licenses, approvals, authorizations, consents, registrations, certifications, franchises, and similar rights obtained from any Governmental Authority.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity or group (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).
"Post-Closing Tax Period" means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.
"Pre-Closing Taxes" means any Taxes of the Company or the Company Subsidiary attributable to any Pre-Closing Tax Period.
"Pro Rata Share" means, with respect to each Selling Stockholder, a fraction (expressed as a percentage), the numerator of which is the number of Shares held by such Selling Stockholder and the denominator of which is the total number of Shares (7,480,000), as set forth opposite such Selling Stockholder's name on Exhibit A.
"Purchase Price" means Thirty-Five Million Dollars ($35,000,000) in cash, subject to adjustment pursuant to Section 2.5.
"R&W Insurance Policy" means the representations and warranties insurance policy issued (or to be issued) by Northshore Indemnity Insurance Co., policy binder number NSI-RW-2025-3382, arranged through Resolute Underwriting Group, Inc., as broker, with a policy limit of Seven Million Seven Hundred Thousand Dollars ($7,700,000) and a retention of Five Hundred Twenty-Five Thousand Dollars ($525,000) (split equally between Buyer and Sellers, $262,500 each).
"Registered Agent" means Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801, serving as registered agent for both the Company and Buyer in the State of Delaware.
"Restricted Period" means the two (2)-year period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date.
"Review Period" has the meaning set forth in Section 2.5(c).
"Section 338(h)(10) Election" has the meaning set forth in Section 2.6(a).
"Seller Indemnified Parties" has the meaning set forth in Section 8.3.
"Sellers' Representative" means Graham Ellersick, in his capacity as the representative of the Selling Stockholders pursuant to Article X of this Agreement.
"Shares" has the meaning set forth in the Recitals, and means all 7,480,000 issued and outstanding shares of common stock, par value $0.001 per share, of the Company.
"Straddle Period" means any taxable period that begins on or before and ends after the Closing Date.
"Target Net Working Capital" or "Target NWC" means Four Million Eight Hundred Thousand Dollars ($4,800,000).
"Tax" or "Taxes" means all taxes, charges, fees, levies, imposts, duties, or other assessments of any kind whatsoever, including all federal, state, local, and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property (tangible and intangible), registration, value added, alternative or add-on minimum, estimated, excise, goods and services, transfer, and withholding taxes, and including any interest, penalty, or addition thereto, whether disputed or not.
"Tax Return" means any return, declaration, report, claim for refund, statement, information return, or other document filed or required to be filed in connection with the determination, assessment, collection, or administration of any Tax, including any schedule or attachment thereto and any amendment thereof.
"Transaction Expenses" means, without duplication, all fees, costs, and expenses incurred by or on behalf of the Company or any Selling Stockholder in connection with the negotiation, preparation, execution, and consummation of this Agreement and the transactions contemplated hereby, including (a) all fees and disbursements of legal counsel, financial advisors, accountants, consultants, and other professionals retained by the Company or the Selling Stockholders, and (b) any change-of-control, transaction, stay, or similar bonuses payable to any employee of the Company, in each case to the extent not paid by the Company or the Selling Stockholders at or prior to the Closing.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them elsewhere in this Agreement.
ARTICLE II — PURCHASE AND SALE; CLOSING; PURCHASE PRICE ADJUSTMENT
Section 2.1 — Purchase and Sale of Shares.
Subject to the terms and conditions of this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from each Selling Stockholder, all of such Selling Stockholder's right, title, and interest in and to all of the Shares owned by such Selling Stockholder as set forth on Exhibit A, free and clear of all Liens. The aggregate number of Shares being sold, transferred, and conveyed by the Selling Stockholders to Buyer pursuant to this Agreement is 7,480,000 shares of common stock, par value $0.001 per share, of the Company, representing one hundred percent (100%) of the issued and outstanding shares of common stock of the Company. The number of Shares to be sold by each Selling Stockholder, the percentage of the outstanding Shares represented thereby, and such Selling Stockholder's Pro Rata Share of the Purchase Price and the Escrow Amount are set forth on Exhibit A hereto.
Section 2.2 — Purchase Price; Payment at Closing.
(a) Aggregate Purchase Price. The aggregate purchase price for the Shares shall be Thirty-Five Million Dollars ($35,000,000) in cash (the "Purchase Price"), subject to adjustment as set forth in Section 2.5.
(b) Payment Mechanics at Closing. At the Closing, the Purchase Price shall be paid as follows:
(i) Escrow Deposit. Buyer shall deposit the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) with the Escrow Agent by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent (Account Reference: PT-ESC-2025-06197), to be held, administered, and disbursed in accordance with the terms of the Escrow Agreement.
(ii) Cash Payment to Sellers. The balance of the Purchase Price (i.e., Thirty-Five Million Dollars ($35,000,000) minus the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000), equaling Thirty-One Million One Hundred Fifty Thousand Dollars ($31,150,000)), as adjusted by the Estimated NWC Adjustment Amount (positive or negative) in accordance with Section 2.2(c) below, shall be paid by Buyer to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares as set forth on Exhibit A, by wire transfer of immediately available funds to the bank accounts designated in writing by each Selling Stockholder (or, at the direction of the Sellers' Representative, to a paying agent designated by the Sellers' Representative for subsequent distribution to the Selling Stockholders in accordance with their respective Pro Rata Shares).
(c) Estimated NWC Adjustment. At the Closing, the Closing Cash Consideration payable to the Selling Stockholders shall be adjusted as follows:
(i) If the Estimated Net Working Capital exceeds the Target Net Working Capital, the amount of such excess (the "Estimated NWC Surplus") shall be added to the aggregate cash payable to the Selling Stockholders at the Closing. Based on the current estimate, the Estimated NWC Surplus is approximately Two Hundred Forty Thousand Dollars ($240,000), representing the excess of the Estimated Net Working Capital of Five Million Forty Thousand Dollars ($5,040,000) over the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000).
(ii) If the Estimated Net Working Capital is less than the Target Net Working Capital, the amount of such shortfall (the "Estimated NWC Deficit") shall be deducted from the aggregate cash payable to the Selling Stockholders at the Closing.
Section 2.3 — Closing.
(a) The closing of the purchase and sale of the Shares (the "Closing") shall take place on the date that is five (5) Business Days following the satisfaction or written waiver of all of the conditions set forth in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on such other date as Buyer and the Sellers' Representative shall mutually agree in writing (the "Closing Date"). Based on the anticipated satisfaction of conditions, the Parties anticipate that the Closing Date shall be June 13, 2025.
(b) The Closing shall take place remotely via the electronic exchange of documents and signatures, unless the Parties otherwise agree in writing to conduct the Closing at a mutually agreed-upon physical location. For all purposes of this Agreement, all proceedings to be taken and all documents to be executed and delivered at the Closing shall be deemed to have been taken, executed, and delivered simultaneously, and no proceeding shall be deemed to have been taken nor any document executed or delivered until all have been taken, executed, and delivered.
Section 2.4 — Escrow.
(a) At the Closing, Buyer, the Sellers' Representative (on behalf of the Selling Stockholders), and the Escrow Agent shall enter into an Escrow Agreement substantially in the form attached hereto as Exhibit C (the "Escrow Agreement"), providing for the establishment and maintenance of an escrow account with Pinnacle Trust Company, N.A. (the "Escrow Agent"), located at 135 South LaSalle Street, Suite 1100, Chicago, IL 60603 (Trust Officer: Angela Britten).
(b) At the Closing, Buyer shall deposit the Escrow Amount of Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) with the Escrow Agent by wire transfer of immediately available funds to the escrow account designated by the Escrow Agent (Account Reference: PT-ESC-2025-06197), to be held and administered in accordance with the terms of the Escrow Agreement.
(c) The Escrow Amount shall serve as security for the indemnification obligations of the Selling Stockholders pursuant to Article VIII of this Agreement. Any amounts released from the Escrow Amount in satisfaction of indemnification claims shall be deemed to have been paid by the Selling Stockholders in satisfaction of their indemnification obligations hereunder.
(d) On the Escrow Release Date (i.e., eighteen (18) months following the Closing Date, anticipated to be December 13, 2026), the Escrow Agent shall release to the Sellers' Representative (for distribution to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares) the balance of the Escrow Amount not then subject to any pending but unresolved indemnification claims. To the extent any indemnification claims remain pending as of the Escrow Release Date, the Escrow Agent shall retain a portion of the Escrow Amount in an amount reasonably estimated by Buyer to be sufficient to satisfy such pending claims, and shall release the remainder. Any amounts retained shall be released to the Sellers' Representative promptly upon the final resolution of such pending claims, net of any amounts required to satisfy such claims.
(e) Any interest, earnings, or other income accruing on the Escrow Amount shall be held and disbursed as part of the Escrow Amount in accordance with the terms of the Escrow Agreement.
Section 2.5 — Net Working Capital Adjustment.
Section 2.5(a) — Estimated Closing Statement.  Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth a good-faith estimate of Net Working Capital as of immediately prior to the Closing (without giving effect to the transactions contemplated by this Agreement), calculated in accordance with GAAP and the methodologies, principles, policies, and procedures set forth on Exhibit B (the "Accounting Principles"). The Estimated Closing Statement shall include reasonable supporting documentation and calculations. The Estimated Net Working Capital has been estimated at approximately Five Million Forty Thousand Dollars ($5,040,000). The Estimated NWC Adjustment Amount shall equal the difference between the Estimated Net Working Capital and the Target Net Working Capital of Four Million Eight Hundred Thousand Dollars ($4,800,000). If the Estimated NWC Adjustment Amount is a positive number (as currently estimated, approximately Two Hundred Forty Thousand Dollars ($240,000)), such amount shall be added to the Closing Cash Consideration payable to the Selling Stockholders at the Closing. If the Estimated NWC Adjustment Amount is a negative number, the absolute value of such amount shall be deducted from the Closing Cash Consideration payable to the Selling Stockholders at the Closing.
Section 2.5(b) — Final Closing Statement.  Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Closing Statement") setting forth Buyer's good-faith calculation of the final Net Working Capital as of immediately prior to the Closing, calculated in accordance with GAAP and the Accounting Principles used for the Estimated Closing Statement. The Closing Statement shall include reasonable supporting detail and workpapers. During the preparation of the Closing Statement, Buyer shall afford the Sellers' Representative and his representatives reasonable access to the books, records, workpapers, and personnel of the Company to the extent relevant to the preparation and review of the Closing Statement.
Section 2.5(c) — Review and Dispute Period.  The Sellers' Representative shall have thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement. During the Review Period, Buyer shall cooperate with the Sellers' Representative and shall provide reasonable access to the books, records, workpapers, and personnel of the Company as reasonably requested by the Sellers' Representative in connection with his review. If the Sellers' Representative disagrees with any aspect of the Closing Statement, the Sellers' Representative shall, on or before the last day of the Review Period, deliver to Buyer a written notice of disagreement (a "Dispute Notice") setting forth in reasonable detail (i) each item or amount on the Closing Statement that the Sellers' Representative disputes, (ii) the Sellers' Representative's proposed adjustment with respect to each such disputed item, and (iii) the Sellers' Representative's calculation of the final Net Working Capital. If the Sellers' Representative does not deliver a timely Dispute Notice, the Closing Statement as prepared and delivered by Buyer shall be deemed final, conclusive, and binding upon all Parties for all purposes of this Agreement. If the Sellers' Representative delivers a timely Dispute Notice, Buyer and the Sellers' Representative shall negotiate in good faith for a period of thirty (30) days following delivery of the Dispute Notice (or such longer period as Buyer and the Sellers' Representative may mutually agree) to resolve the disputed items. Any items or amounts on the Closing Statement that are not specifically identified in the Dispute Notice as being in dispute shall be deemed accepted by the Sellers' Representative and shall be final and binding.
Section 2.5(d) — Independent Accounting Firm Resolution.  If Buyer and the Sellers' Representative are unable to resolve all disputed items within the thirty (30)-day negotiation period described in Section 2.5(c) above (or such longer period as may be mutually agreed), then all unresolved disputed items shall be promptly submitted for determination to Calloway Price & Associates LLP, 221 North LaSalle Street, Suite 1600, Chicago, IL 60601 (the "Independent Accounting Firm"). The Independent Accounting Firm shall act as an expert (and not as an arbitrator) and shall determine only those items that remain in dispute. In making its determination, the Independent Accounting Firm shall consider only the written submissions and supporting materials provided by Buyer and the Sellers' Representative, and its determination of each disputed item shall not be outside the range of values established by the respective positions of Buyer and the Sellers' Representative (i.e., the Independent Accounting Firm's determination of each disputed item shall be equal to or between the value for such item claimed by Buyer, on the one hand, and the value for such item claimed by the Sellers' Representative, on the other hand). The Independent Accounting Firm shall render its written determination within forty-five (45) days of its engagement (or as soon thereafter as is reasonably practicable), and such determination shall be final, conclusive, and binding upon all Parties for all purposes of this Agreement absent manifest error. The fees and expenses of the Independent Accounting Firm shall be borne by Buyer, on the one hand, and the Selling Stockholders (from their respective Pro Rata Shares), on the other hand, in inverse proportion to the extent each party's position is not sustained by the Independent Accounting Firm. By way of example, if the Sellers' Representative's aggregate proposed adjustments total One Hundred Thousand Dollars ($100,000) and the Independent Accounting Firm determines that the correct aggregate adjustment is Sixty Thousand Dollars ($60,000), then sixty percent (60%) of the Independent Accounting Firm's fees and expenses shall be borne by Buyer and forty percent (40%) shall be borne by the Selling Stockholders.
Section 2.5(e) — Post-Closing Adjustment Payment.  Within five (5) Business Days after the final determination of Net Working Capital pursuant to this Section 2.5 (whether by agreement of the Parties, deemed acceptance by the Sellers' Representative, or determination by the Independent Accounting Firm):
(i) If the final Net Working Capital exceeds the sum of the Estimated NWC Adjustment Amount plus the Target Net Working Capital (i.e., the final Net Working Capital exceeds the Estimated Net Working Capital), Buyer shall pay the amount of such excess to the Sellers' Representative (for distribution to the Selling Stockholders pro rata in accordance with their respective Pro Rata Shares) by wire transfer of immediately available funds.
(ii) If the final Net Working Capital is less than the sum of the Estimated NWC Adjustment Amount plus the Target Net Working Capital (i.e., the final Net Working Capital is less than the Estimated Net Working Capital), the Sellers' Representative shall cause the Selling Stockholders to pay the amount of such shortfall to Buyer by wire transfer of immediately available funds within five (5) Business Days of the final determination; provided, however, that at Buyer's election (by written notice to the Sellers' Representative and the Escrow Agent), Buyer may instruct the Escrow Agent to release such amount (or any portion thereof) from the Escrow Amount in satisfaction of all or part of such shortfall, with any remaining balance payable by the Selling Stockholders.
(iii) If the final Net Working Capital is equal to the Estimated Net Working Capital, no post-Closing adjustment payment shall be required.
Section 2.6 — Purchase Price Allocation; Section 338(h)(10) Election.
(a) Section 338(h)(10) Election. Buyer and the Selling Stockholders agree to jointly make an election under Section 338(h)(10) of the Code (and any corresponding election under applicable state or local Tax Law) with respect to the acquisition of the Shares contemplated by this Agreement (the "Section 338(h)(10) Election"). Each Party shall cooperate fully with the other Parties in the timely making and filing of the Section 338(h)(10) Election and shall take all actions necessary or appropriate to effect such election, including executing IRS Form 8023 and any similar or corresponding forms required under applicable state or local Tax Law.
(b) Purchase Price Allocation. The Purchase Price (together with any assumed liabilities and other relevant items treated as consideration for applicable Tax purposes) shall be allocated among the assets of the Company in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.338-6 and 1.338-7).
(c) Preliminary Allocation. The Parties have agreed upon the following preliminary allocation (subject to finalization within one hundred twenty (120) days following the Closing Date and subject to adjustment for the final Net Working Capital determination):
(i) Tangible assets (including inventory, property, plant, and equipment): approximately Eight Million Two Hundred Thousand Dollars ($8,200,000);
(ii) Identified intangible assets (including customer relationships, developed technology, and trade names): approximately Eighteen Million Five Hundred Thousand Dollars ($18,500,000);
(iii) Goodwill: approximately Eleven Million Dollars ($11,000,000) (estimated as the Purchase Price of Thirty-Five Million Dollars ($35,000,000) minus Eight Million Two Hundred Thousand Dollars ($8,200,000) of tangible assets minus Eighteen Million Five Hundred Thousand Dollars ($18,500,000) of identified intangible assets, plus approximately Two Million Seven Hundred Thousand Dollars ($2,700,000) in net assumed liabilities); and
(iv) Assumed liabilities: approximately negative Two Million Seven Hundred Thousand Dollars (($2,700,000)).
(d) Preparation of Tax Forms. Buyer shall prepare a draft of IRS Form 8023 (or its successor form) and any required asset acquisition statements within ninety (90) days of the Closing Date, and shall provide such draft to the Sellers' Representative for review and comment. The Sellers' Representative shall have fifteen (15) days following receipt of such draft to review and provide any comments. The Parties shall cooperate in good faith to agree upon the final purchase price allocation and the final forms.
(e) Consistency. Buyer and each Selling Stockholder shall file all Tax Returns (including IRS Form 8883 and any corresponding state or local forms) consistent with the Section 338(h)(10) Election and the agreed purchase price allocation, and shall not take any position on any Tax Return, in any Tax proceeding, or otherwise that is inconsistent with such election or allocation, unless required to do so by a final determination (as defined in Section 1313 of the Code) of a Governmental Authority.
Section 2.7 — Withholding.
Buyer shall be entitled to deduct and withhold from any amounts payable under this Agreement to any Selling Stockholder such amounts as Buyer is required to deduct and withhold under the Code, or any applicable provision of state, local, or foreign Tax Law; provided, however, that prior to making any such deduction or withholding (other than withholding required with respect to compensatory payments), Buyer shall notify the Sellers' Representative of its intent to withhold and shall cooperate with the Sellers' Representative and the applicable Selling Stockholder to reduce or eliminate any such withholding to the extent permitted by applicable Law. Any amounts so withheld and timely remitted to the applicable Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the Selling Stockholder with respect to whom such deduction and withholding was made.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDERS
The Company and each Selling Stockholder, jointly and severally (subject to the limitations set forth in Section 8.5), represent and warrant to Buyer as of the date hereof and as of the Closing Date (except where a specific representation or warranty expressly speaks only as of a specific date, in which case such representation or warranty shall be made only as of such specific date), except as set forth in the Disclosure Schedules delivered by the Company and the Selling Stockholders to Buyer concurrently with the execution and delivery of this Agreement, as follows:
Section 3.1 — Organization and Good Standing.
(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File Number 6174829). The Company has full corporate power and authority to own, operate, and lease its properties and assets and to carry on the Business as currently conducted. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of the Business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The jurisdictions in which the Company is qualified to do business include the State of Ohio. The Company's registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.
(b) The Company Subsidiary (Soluciones PulseLink de México, S. de R.L. de C.V.) is a sociedad de responsabilidad limitada de capital variable duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of Mexico (State of Jalisco). The Company Subsidiary has full corporate or entity power and authority to own, operate, and lease its properties and assets and to carry on its business as currently conducted.
(c) Except for the Company Subsidiary, the Company does not own, directly or indirectly, any equity interest in any other Person.
(d) The Company has heretofore made available to Buyer true, correct, and complete copies of the certificate of incorporation and bylaws of the Company, each as currently in effect. The Company is not in violation of any provision of its certificate of incorporation or bylaws.
This Section 3.1 is a Fundamental Representation.
Section 3.2 — Authority; Binding Agreement.
(a) The Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(b) The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Board of Directors and the stockholders of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.
(c) This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by the other Parties hereto) this Agreement constitutes, and each Ancillary Agreement to which the Company is a party when duly executed and delivered by the Company will constitute, a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
This Section 3.2 is a Fundamental Representation.
Section 3.3 — Capitalization.
(a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock are authorized. As of the date hereof, 7,480,000 shares of common stock are issued and outstanding. All issued and outstanding shares of common stock have been duly authorized, are validly issued, are 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) Except for this Agreement, there are no outstanding options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom stock or similar rights, restricted stock units, performance awards, or other rights to acquire or receive capital stock of the Company or securities convertible into or exchangeable for capital stock of the Company, nor are there any outstanding contractual obligations of the Company to issue any shares of its capital stock or to repurchase, redeem, or otherwise acquire any of its outstanding shares of capital stock.
(c) There are no voting trusts, stockholder agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares, other than this Agreement.
(d) Schedule 3.3 sets forth the complete capitalization table of the Company, listing each holder of record of the Shares, the number of Shares held by each such holder, and the percentage of the outstanding Shares represented thereby, as follows: Graham Ellersick (3,290,000 shares, 43.98%), Priya Chandrasekaran (748,000 shares, 10.00%), Nathan Vosburg (374,000 shares, 5.00%), Clearwater Ventures II, L.P. (1,870,000 shares, 25.00%), and the remaining holders as identified on Schedule 3.3 (an aggregate of 1,198,000 shares, 16.02%).
This Section 3.3 is a Fundamental Representation.
Section 3.4 — Selling Stockholder Representations.
Each Selling Stockholder represents and warrants, severally and not jointly, as to itself, himself, or herself, as applicable:
(a) Ownership of Shares. Such Selling Stockholder is the record and beneficial owner of the number of Shares set forth opposite such Selling Stockholder's name on Exhibit A hereto. Such Selling Stockholder owns such Shares free and clear of all Liens (other than restrictions imposed by applicable federal and state securities Laws and Liens that will be released at or prior to the Closing). Upon the Closing, Buyer will acquire good and valid title to all of such Selling Stockholder's Shares, free and clear of all Liens (other than restrictions imposed by applicable federal and state securities Laws and any Liens created by or through Buyer).
(b) Authority and Capacity. Such Selling Stockholder (if an individual) has the legal capacity, and (if an entity) has full corporate, partnership, limited liability company, or other applicable organizational power and authority, to execute, deliver, and perform its, his, or her obligations under this Agreement and each Ancillary Agreement to which such Selling Stockholder is a party.
(c) Entity Selling Stockholders. If such Selling Stockholder is an entity (including Clearwater Ventures II, L.P.), such Selling Stockholder is duly organized, validly existing, and in good standing (or its equivalent) under the laws of its jurisdiction of formation. All requisite partnership, corporate, limited liability company, or other organizational action has been duly taken by such Selling Stockholder to authorize the execution, delivery, and performance of this Agreement and each Ancillary Agreement to which such Selling Stockholder is a party and the consummation of the transactions contemplated hereby and thereby.
(d) Binding Obligation. This Agreement has been duly executed and delivered by such Selling Stockholder, and (assuming due authorization, execution, and delivery by the other Parties hereto) this Agreement constitutes, and each Ancillary Agreement to which such Selling Stockholder is a party when duly executed and delivered by such Selling Stockholder will constitute, a legal, valid, and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
This Section 3.4 sets forth Fundamental Representations.
Section 3.5 — No Conflicts; Consents.
(a) Except as set forth on Schedule 3.5, neither the execution, delivery, or performance of this Agreement or any Ancillary Agreement by the Company or any Selling Stockholder, nor the consummation of the transactions contemplated hereby or thereby, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws, or other organizational documents of the Company or the Company Subsidiary, (ii) conflict with, violate, or result in a breach of any Law applicable to the Company, the Company Subsidiary, or any Selling Stockholder, (iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, or result in the creation of any Lien upon any of the assets or properties of the Company or the Company Subsidiary pursuant to, any Material Contract or any other agreement, instrument, license, permit, or order to which the Company, the Company Subsidiary, or any Selling Stockholder is a party or by which any of them or their respective assets or properties are bound, or (iv) require any consent, approval, authorization, order, filing, registration, or qualification of, with, or to any Governmental Authority, except in each case of clauses (ii) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) No filing is required under the HSR Act in connection with the transactions contemplated by this Agreement, as the aggregate amount of the Purchase Price is below the applicable size-of-transaction threshold of One Hundred Nineteen Million Five Hundred Thousand Dollars ($119,500,000) for the calendar year 2025.
(c) The consents that may be required in connection with the transactions contemplated by this Agreement include the landlord consent of Kellner Park Holdings LLC (with respect to the Company's principal office lease at 7120 Kellner Parkway, Dublin, OH 43017) and the customer contract consents noted on Schedule 3.5.
Section 3.6 — Financial Statements.
(a) The Company has delivered or made available to Buyer (i) the audited consolidated balance sheets of the Company as of December 31, 2022, December 31, 2023, and December 31, 2024, and the related audited consolidated statements of operations, stockholders' equity, and cash flows of the Company for the fiscal years then ended (collectively, the "Annual Financial Statements"), together with the reports of Hargrove & Lindt CPAs LLP, the Company's independent auditing firm (with offices at 250 West Street, Suite 500, Columbus, OH 43215), thereon, and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2025, and the related unaudited consolidated statements of operations and cash flows for the three-month period then ended (the "Interim Financial Statements" and, together with the Annual Financial Statements, the "Financial Statements"). Copies of the Financial Statements are set forth on Schedule 3.6.
(b) The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (except as may be noted therein or in the notes thereto, and except that the Interim Financial Statements do not contain footnotes and are subject to normal year-end adjustments, which are not, individually or in the aggregate, material), and fairly present in all material respects the financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company as of the dates and for the periods presented therein.
(c) For the avoidance of clarity, the Company's revenue for the fiscal year ended December 31, 2024, was approximately Forty-Two Million Three Hundred Thousand Dollars ($42,300,000), and the Company's Adjusted EBITDA for the fiscal year ended December 31, 2024, was approximately Five Million Nine Hundred Thousand Dollars ($5,900,000).
Section 3.7 — Absence of Undisclosed Liabilities.
The Company does not have any liabilities, obligations, or commitments of the type required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP (whether accrued, absolute, contingent, unliquidated, or otherwise), except (a) liabilities that are reflected or reserved against in the most recent audited consolidated balance sheet of the Company included in the Annual Financial Statements (the "Most Recent Balance Sheet"), (b) liabilities that have arisen since the date of the Most Recent Balance Sheet in the ordinary course of business consistent with past practice (none of which is, individually or in the aggregate, material), (c) liabilities set forth on Schedule 3.7, and (d) liabilities arising under this Agreement or any Ancillary Agreement.
Section 3.8 — Absence of Certain Changes.
Since December 31, 2024, through the date hereof:
(a) the Company has conducted the Business in the ordinary course consistent with past practice in all material respects;
(b) there has not been any event, condition, development, or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect; and
(c) neither the Company nor the Company Subsidiary has taken any action that, if this Agreement had been in effect during such period, would have required the prior written consent of Buyer pursuant to Section 5.1.
Section 3.9 — Tax Matters.
(a) The Company (EIN: 31-6084291) and the Company Subsidiary have timely filed (or have caused to be timely filed), taking into account any applicable extensions, all Tax Returns required to be filed by or with respect to them in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, correct, and complete in all material respects. Schedule 3.9 sets forth a list of all jurisdictions in which the Company and the Company Subsidiary file (or are required to file) Tax Returns.
(b) All Taxes due and payable by the Company and the Company Subsidiary (whether or not shown on any Tax Return) have been timely paid in full, and adequate reserves have been established in the Financial Statements in accordance with GAAP for any Taxes that have accrued but are not yet due and payable.
(c) There are no audits, examinations, investigations, or other proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Authority with respect to any Taxes of the Company or the Company Subsidiary. Neither the Company nor the Company Subsidiary has received any written notice from any Governmental Authority of any proposed deficiency, assessment, or claim for Taxes.
(d) Neither the Company nor the Company Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment, deficiency, or collection, and no such waiver or extension is currently in effect.
(e) Neither the Company nor the Company Subsidiary is a party to, or is bound by, or has any obligation under, any Tax sharing, Tax allocation, Tax indemnification, or similar agreement or arrangement (other than customary provisions in commercial agreements that are not primarily related to Taxes).
(f) The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company).
(g) There are no Liens for Taxes upon any of the assets or properties of the Company or the Company Subsidiary, other than Liens for Taxes not yet due and payable.
This Section 3.9 is a Fundamental Representation.
Section 3.10 — Real Property.
(a) The Company does not own, and has never owned, any real

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