Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by VMS in connection with the documentation and closing of a $45,000,000 Senior Secured Revolving Credit Facility (the "Facility"). The Facility is to be arranged by Pinnacle National Bank, N.A. ("Pinnacle"), acting as Sole Lead Arranger, Sole Bookrunner, Administrative Agent, Collateral Agent, Issuing Lender, and

2. Scope Limitations and Exclusions The engagement described in Section 1 is limited to the documentation and closing of the Facility. Our representation does not extend to, and VMS should not rely upon the Firm for advice in connection with, the following matters, which are expressly excluded from the scope of this engagement: (a) Regulatory Matters. Regulatory advice regarding the Office of the Comptroller of the C

3. Engagement Team The Firm has assembled the following team to handle this engagement: Responsible Partner: Claudia Merritt, Partner, Banking & Finance Practice Group. Ms. Merritt will have overall responsibility for the engagement, including the client relationship, strategic direction, and quality of all work product delivered to VMS. Ms. Merritt will participate in key negotiations and will review all principal d

4. Fees and Billing Arrangements 4.1 Hourly Rates The Firm's current standard hourly rates applicable to this engagement are as follows: Paralegal and legal assistant time, if applicable, will be billed at the Firm's then-current rates, which currently fall within the range of $350 to $450 per hour depending on the experience and seniority of the individual. The hourly rates set forth above are subject to annual adju

5. Confidentiality The Firm will maintain the confidentiality of all information provided by VMS, its officers, directors, employees, agents, and advisors in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party without VMS's prior consent, excep

6. Conflicts of Interest The Firm has conducted a conflicts check with respect to this engagement based on the information currently available to it, including the identities of VMS, Ridgecrest Capital Partners, LP, Ridgecrest Automotive Holdings, LLC, Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., Ironbridge Capital Finance, LLC, and Hargrove, Stein & Calloway LLP. Based on the results of that c

7. Document Retention Upon the conclusion of this engagement, whether by closing of the Facility, termination, or otherwise, the Firm will retain the engagement files (including electronic and paper files) in accordance with its document retention policies. The Firm's current policy provides for a minimum retention period of seven (7) years from the closing date of the Facility (or, if the engagement is terminated pr

8. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by VMS shall be effective upon the Firm's receipt of written notice. Termination by the Firm shall be effective upon VMS's receipt of written notice, subject to the Firm's professional obligations to provide reasonable notice and to avoid material prejudice to VMS's interes

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to VMS and its affiliates, successors, and assigns arising from or related to the services performed (or failed to be performed) under this engagement, whether based on contract, tort, negligence, strict liability, professional malpractice, or any other legal or equitable theory, shall not exceed the total amo

10. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and VMS shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engag

11. Entire Agreement and Amendments This engagement letter, together with the Calderwood & Harkness LLP Standard Terms of Business enclosed herewith and incorporated herein by reference, constitutes the entire agreement between the Firm and VMS with respect to the subject matter hereof and sets forth the complete understanding of the parties regarding the terms and conditions of the Firm's engagement. This engagement

12. Acceptance and Counterparts We respectfully request that VMS acknowledge and accept the terms of this engagement letter by having an authorized representative sign and return a copy to the Firm at the address set forth above, or by electronic means as described below. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall cons