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Smart scan / 1007-00006
Vantage Mobility Systems Corp
M&A / Corporate
Document types detected
Contract / agreement9
Correspondence1
Analysis / memo1
Engagement letter1
Parties across the matter
Associates LLPCallahan LLPColón LLPCounsel Vantage Mobility Systems CorpDelaware General CorpEmployee Retirement IncHARKNESS LLPHarkness LLPKellner Park Holdings LLCLindt CPAs LLPM. AldridgeM. Aldridge TitleMercer Peak Advisors LLCOfficer Vantage Mobility Systems Corp
Chronology
2027-12-31 · bring-down-diligence-letter.docx
… approximate annual contract value ("ACV") of $12.4 million, expiring December 31, 2027; (ii) Supply Agreement between the Company and Trident Motor Corporation, with an approxi …
2027-12-31 · closing-checklist.xlsx
… Prior to closing | Not Started | Annual volume ~$12,400,000; expires December 31, 2027. Review SPA consent requirements. 5.3 | Third-Party Consents | Consent under Supply Agree …
2027-03-31 · bring-down-diligence-letter.docx
… Solutions LLC, with an approximate SaaS ACV of $3.1 million, expiring March 31, 2027; (iv) Lease Agreement between the Company and Kellner Park Holdings LLC for the Company's …
2027-03-31 · closing-checklist.xlsx
… g | Not Started | Annual SaaS revenue ~$3,100,000; 3-year term ending March 31, 2027. Review SPA consent requirements. 5.5 | Third-Party Consents | HSR Act Filing — Pre-Merge …
2026-12-13 · closing-checklist.xlsx
… T-ESC-2025-06197. Trust Officer: Angela Britten. Escrow release date: December 13, 2026 (18 months post-closing). 1.4 | Transaction Documents | Non-Competition and Non-Solicitat …
2026-12-13 · funds-flow-memorandum.xlsx
… indemnification cap ($7,700,000 × 50%); held 18 months; release date December 13, 2026; Trust Officer: Angela Britten 1b | Plus: Estimated Net Working Capital Excess | Selling …
2026-12-13 · secretarys-certificate-buyer.docx
… ghteen (18) months following the Closing and scheduled for release on December 13, 2026, subject to the terms thereof; WHEREAS, in connection with the Acquisition, the Company p …
2026-12-13 · section-338h10-election-memo.docx
… or a period of eighteen (18) months (anticipated escrow release date: December 13, 2026). • Indemnification basket: $262,500 (tipping basket; once the aggregate amount of Losse …
2026-12-13 · escrow-agreement.docx
… ccount in accordance with this Agreement. "Escrow Release Date" means December 13, 2026, which is the date that is eighteen (18) months after the Closing Date. "Independent Acco …
2026-12-13 · stock-purchase-agreement-execution.docx
… g 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 Ne …
2026-06-30 · bring-down-diligence-letter.docx
… Motor Corporation, with an approximate ACV of $8.7 million, expiring June 30, 2026, subject to a renewal option in favor of the parties; (iii) Software Licensing & Services …
2026-06-30 · closing-checklist.xlsx
… | Prior to closing | Not Started | Annual volume ~$8,700,000; expires June 30, 2026 (renewal option). Review SPA consent requirements. 5.4 | Third-Party Consents | Consent u …
2025-09-06 · stock-purchase-agreement-execution.docx
… of the outstanding Shares as of the date hereof. "Outside Date" means September 6, 2025. "Permits" means all permits, licenses, approvals, authorizations, consents, registration …
2025-06-13 · bring-down-diligence-letter.docx
… n Article II of the Agreement. The Closing is anticipated to occur on June 13, 2025 (the "Anticipated Closing Date"), which is three (3) business days from the date of this …
2025-06-13 · closing-checklist.xlsx
… aper & Colón LLP (Sellers' counsel) | Signing: June 6, 2025; Closing: June 13, 2025 | In Progress | Execution version; first draft delivered to WDC on May 14, 2025. Governed …
2025-06-13 · funds-flow-memorandum.xlsx
… ,000,000 Governing Law | State of Delaware Anticipated Closing Date | June 13, 2025 C&H Matter Number | 1001-00004 Prepared By | Naomi Petersen / Ryan Kowalski, Calderwood & …
2025-06-13 · officers-certificate-buyer.docx
… to Section 8.2(c) of the Stock Purchase Agreement Closing Deliverable June 13, 2025 I, Marcus Reinholt, hereby certify as follows: RECITALS I am the duly elected, qualified, …
2025-06-13 · secretarys-certificate-buyer.docx
… ursuant to Section 8.2(d) of the Stock Purchase Agreement Dated as of June 13, 2025 The undersigned, Catherine M. Aldridge, hereby certifies that she is the duly elected and …
2025-06-13 · section-338h10-election-memo.docx
… rget signing date of June 6, 2025, and an anticipated closing date of June 13, 2025, expressly provides for the parties to make the joint Section 338(h)(10) election and set …
2025-06-13 · legal-due-diligence-memorandum.docx
… since that date. The anticipated closing date for the Transaction is June 13, 2025 (the "Closing Date"), subject to satisfaction of all conditions precedent to be set forth …
2025-06-13 · engagement-letter-vms.docx
… the definitive SPA on or about June 6, 2025, and closing on or about June 13, 2025), a reasonable and cooperative due diligence process, and a customary level of negotiatio …
2025-06-13 · escrow-agreement.docx
… ESCROW AGREEMENT Dated as of June 13, 2025 among VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation (the "Buyer") GRAHAM ELLERSI …
2025-06-13 · stock-purchase-agreement-execution.docx
… 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 State …
2025-06-12 · officers-certificate-buyer.docx
… y available funds in accordance with the Funds Flow Memorandum, dated June 12, 2025, executed by Buyer, the Sellers' Representative, the Escrow Agent, and Buyer's legal coun …
2025-06-11 · funds-flow-memorandum.xlsx
… ewed By | Sandra Tung, Calderwood & Harkness LLP Date of Memorandum | June 11, 2025 (subject to update at closing) CONFIDENTIAL | Attorney Work Product — Privileged & Confid …
2025-06-10 · bring-down-diligence-letter.docx
… o, Illinois 60606 Telephone: (312) 555-7400 Facsimile: (312) 555-7401 June 10, 2025 Via Email and Overnight Courier Mr. Graham Ellersick Founder & Chief Executive Officer Pu …
2025-06-10 · officers-certificate-buyer.docx
… n the Estimated Closing Statement delivered by the Target to Buyer on June 10, 2025, the estimated Net Working Capital of the Target as of the close of business on the day i …
2025-06-06 · bring-down-diligence-letter.docx
… own Due Diligence Confirmation — Stock Purchase Agreement dated as of June 6, 2025 (the "Agreement"), by and among Vantage Mobility Systems Corp. ("Buyer"), the Selling Sto …
2025-06-06 · closing-checklist.xlsx
… ounsel) / Whitfield, Draper & Colón LLP (Sellers' counsel) | Signing: June 6, 2025; Closing: June 13, 2025 | In Progress | Execution version; first draft delivered to WDC o …
2025-06-06 · officers-certificate-buyer.docx
… that certain Stock Purchase Agreement (the "Agreement"), dated as of June 6, 2025, by and among: (i) Vantage Mobility Systems Corp., a Delaware corporation, as Buyer; (ii) …
2025-06-06 · secretarys-certificate-buyer.docx
… Section 8.2(d) of that certain Stock Purchase Agreement, dated as of June 6, 2025 (the "Agreement"), by and among (i) the Company, (ii) the Selling Stockholders named ther …
2025-06-06 · section-338h10-election-memo.docx
… ow provisions. The definitive SPA, which has a target signing date of June 6, 2025, and an anticipated closing date of June 13, 2025, expressly provides for the parties to …
2025-06-06 · engagement-letter-vms.docx
… current expectations (i.e., signing of the definitive SPA on or about June 6, 2025, and closing on or about June 13, 2025), a reasonable and cooperative due diligence proce …
2025-06-06 · disclosure-schedules-buyer-form.docx
… tion with the Stock Purchase Agreement (the "Agreement"), dated as of June 6, 2025, by and among: VANTAGE MOBILITY SYSTEMS CORP. a Delaware corporation ("Buyer") THE SELLIN …
2025-06-06 · escrow-agreement.docx
… have entered into that certain Stock Purchase Agreement, dated as of June 6, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time in …
2025-06-06 · stock-purchase-agreement-execution.docx
… MENT REQUESTED STOCK PURCHASE AGREEMENT Execution Version Dated as of June 6, 2025 Among VANTAGE MOBILITY SYSTEMS CORP. (a Delaware corporation), as Buyer, THE SELLING STOC …
2025-06-05 · secretarys-certificate-buyer.docx
… ") by unanimous written consent in lieu of a meeting, effective as of June 5, 2025, in accordance with Section 141(f) of the Delaware General Corporation Law, Article III, …
2025-06-04 · officers-certificate-buyer.docx
… . The Board of Directors of Buyer, by unanimous written consent dated June 4, 2025, duly authorized the execution and delivery of the Agreement and all ancillary documents …
2025-05-22 · secretarys-certificate-buyer.docx
… Facility"), pursuant to the terms of a Commitment Letter dated as of May 22, 2025 (Commitment Letter Reference ANB-CL-2025-0843) and the definitive credit agreement and re …
2025-05-14 · closing-checklist.xlsx
… 25 | In Progress | Execution version; first draft delivered to WDC on May 14, 2025. Governed by Delaware law. Purchase Price: $35,000,000. 1.2 | Transaction Documents | Dis …