Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") represents Vantage Mobility Systems Corp. ("VMS" or the "Borrower"), a Michigan-headquartered automotive tooling and precision-machined components manufacturer, as borrower's counsel in the documentation and negotiation of a $45,000,000 senior secured revolving credit facility (the "Facility"). This memorandum is intended to serve as the primary int

II. PARTIES A. Borrower. Vantage Mobility Systems Corp. is a corporation organized under the laws of the State of Delaware and qualified to do business in the State of Michigan. VMS is primarily engaged in automotive tooling manufacturing, precision machining, and die-cast component production for a diversified OEM customer base. The company's principal executive offices are located at 4100 Industrial Parkway, Auburn

1. Pinnacle National Bank, N.A. Pinnacle serves as Administrative Agent, Collateral Agent, Issuing Lender, Swing Line Lender, and Lender under the Facility. In addition, Pinnacle is the Sole Lead Arranger and Sole Bookrunner. Pinnacle is an OCC-chartered national banking association with its principal office at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606. Pinnacle's commitment under the Facility is $2

2. Great Lakes Commercial Lending Corp. Great Lakes Commercial Lending Corp. ("GLCL") is a Delaware corporation with offices at 200 Renaissance Center, Suite 1800, Detroit, Michigan 48243. GLCL's commitment under the Facility is $13,500,000, representing 30.0% of the aggregate commitments. The relationship manager is Robert Shin, Vice President, Middle Market Lending. GLCL is a regional lending institution with a foc

3. Ironbridge Capital Finance, LLC Ironbridge Capital Finance, LLC ("Ironbridge") is a Delaware limited liability company with offices at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. Ironbridge's commitment under the Facility is $9,000,000, representing 20.0% of the aggregate commitments. The relationship manager is Vanessa Kwok, Director, Sponsor Finance. Ironbridge is a specialty finance platf

III. VMS CORPORATE STRUCTURE AND SUBSIDIARIES The following summarizes VMS's corporate organizational structure and its subsidiaries, each of which is relevant to the guarantee and collateral arrangements under the Facility. Organizational Chart: The ownership chain flows as follows: Ridgecrest Capital Partners Fund IV, LP (limited partner) → Ridgecrest Capital Partners, LP (general partner of the Fund) → Ridgecrest

IV. KEY FINANCIAL METRICS A. VMS Audited Financials (FYE December 31, 2024) The following summary financial data is derived from VMS's consolidated audited financial statements for the fiscal year ended December 31, 2024, as audited by Whitfield & Associates, CPAs, LLP, which issued an unqualified opinion thereon. These financials serve as the reference point for the Closing Date representations and the baseline for

V. FACILITY TERMS SUMMARY A. Structure and Purpose The Facility is structured as a senior secured revolving credit facility with aggregate commitments of $45,000,000. The following table summarizes the key structural features: The 25% sublimit on general corporate purpose borrowings is a meaningful structural feature that limits VMS's ability to use the Facility for purposes unrelated to Tooling Capex. The sublimit i

VI. FINANCIAL COVENANTS The Facility includes four financial covenants, each of which is tested on a quarterly basis (unless otherwise indicated). The financial covenants in the Facility are more restrictive than the corresponding covenants in the Existing Credit Agreement and will therefore be the binding constraints on VMS's financial performance. A. Maximum Total Net Leverage Ratio VMS is required to maintain a Ma

VII. SECURITY PACKAGE AND GUARANTEES A. Collateral. The Facility is secured by a first-priority perfected security interest (shared on a pari passu basis with the Existing Credit Agreement pursuant to the Intercreditor Agreement) in substantially all assets of VMS and each Subsidiary Guarantor. The collateral package includes, without limitation, the following categories of assets: (a) All tooling, dies, molds, fixtu

VIII. CONDITIONS PRECEDENT TO CLOSING The obligation of the Lenders to make the initial extension of credit under the Facility is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent on or prior to the Closing Date:

1. Execution of Credit Agreement and Loan Documents. Execution and delivery of the Credit Agreement and all related Loan Documents (including the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the Sponsor Limited Guarantee) by all parties thereto.

2. Legal Opinion. Delivery of the C&H legal opinion, addressing (i) New York law enforceability of the Credit Agreement and the other Loan Documents, (ii) Delaware corporate authorization of VMS and VMS Precision Machining, Inc., and (iii) UCC perfection of security interests in the collateral.

3. UCC Filings. Filing of UCC-1 financing statements with (i) the Delaware Secretary of State (as VMS's and VMS Precision Machining, Inc.'s jurisdiction of organization) and (ii) the Michigan Department of State (as applicable for the Michigan LLC subsidiaries and as the location of VMS's chief executive office).

4. IP Security Filings. Filing of intellectual property security agreements with the United States Patent and Trademark Office.

5. Deposit Account Control Agreements. Execution and delivery of deposit account control agreements with Lakeshore Trust Company with respect to VMS's principal operating deposit account (account ending in 7841) and all other deposit accounts maintained by VMS and the Subsidiary Guarantors.

6. Intercreditor Agreement. Execution and delivery of the Intercreditor Agreement by Pinnacle (in its dual capacity as agent under both the Facility and the Existing Credit Agreement) and acknowledged by VMS and the Subsidiary Guarantors.

7. Evidence of Insurance. Delivery of evidence of insurance from Northland Mutual Insurance Co. (policy number NMI-2025-041876), confirming coverage of at least $50,000,000 per occurrence, with Pinnacle (as Administrative Agent and Collateral Agent) named as loss payee and additional insured, in form and substance reasonably satisfactory to the Administrative Agent.

8. Officer's Certificate. Delivery of an officer's closing certificate executed by Linda S. Nakamura, Chief Financial Officer of VMS, certifying, among other things, the accuracy of VMS's representations and warranties, the absence of any Event of Default, and pro forma compliance with all financial covenants after giving effect to the initial borrowing under the Facility.

9. Secretary's Certificate. Delivery of a secretary's certificate from VMS and each Subsidiary Guarantor, attaching certified copies of (i) the certificate of incorporation or formation (as applicable), (ii) bylaws or operating agreement (as applicable), (iii) board resolutions (or equivalent) authorizing the execution and delivery of the Loan Documents, and (iv) incumbency certificates for each authorized signatory.

10. Good Standing Certificates. Delivery of certificates of good standing (or equivalent) from (i) the Delaware Secretary of State (for VMS, VMS Precision Machining, Inc., and RAH) and (ii) the Michigan Department of Licensing and Regulatory Affairs (for VMS (as a foreign corporation qualified in Michigan), VMS Tooling Solutions, LLC, and VMS Die Cast Technologies, LLC).

11. Payment of Fees and Expenses. Payment of all fees and expenses due at closing, including: • Upfront Fee: $450,000 (allocated pro rata among the Lenders) • Arrangement Fee: $125,000 (payable to Pinnacle) • Administrative Agent Fee: $75,000 (payable to Pinnacle) • Legal Fees: As incurred by C&H and HSC, subject to C&H's fee cap of $185,000

12. No Material Adverse Effect. Certification that no Material Adverse Effect has occurred with respect to VMS or any of its subsidiaries since December 31, 2024 (the date of the most recent audited financial statements).

13. Pro Forma Covenant Compliance. Demonstration of pro forma compliance with all financial covenants, including: • Maximum Total Net Leverage Ratio: 4.07x (pro forma) vs. 4.75x (threshold) • Minimum Interest Coverage Ratio: in compliance • Minimum Liquidity: ≥ $12,500,000

14. Solvency Certificate. Delivery of a solvency certificate from the Chief Financial Officer of VMS, certifying the solvency of VMS and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement.

15. Other Customary Conditions. Satisfaction of such other customary conditions precedent as may be specified in the Credit Agreement, including delivery of customary know-your-customer ("KYC") and anti-money laundering ("AML") documentation, Beneficial Ownership Certification, and OFAC/sanctions clearance.

IX. KEY TIMELINE The following timeline summarizes the key dates for the transaction, from initial term sheet to post-closing compliance milestones: The period between the circulation of the first draft Credit Agreement (May 27, 2025) and the targeted closing date (June 30, 2025) provides approximately 34 days for negotiation, documentation, and closing preparation. This is a compressed but achievable timeline for a

X. KEY NEGOTIATION POINTS WITH HARGROVE, STEIN & CALLOWAY LLP The following section identifies the key negotiation points that C&H anticipates arising during the mark-up process with HSC. For each point, we summarize the expected lender position, C&H's recommended position on behalf of VMS, and the strategic significance of the issue. A. EBITDA Add-Back Caps HSC, on behalf of Pinnacle and the lender syndicate, is exp

XI. RISK FLAGS The following risk factors have been identified by the C&H deal team and should be actively monitored throughout the documentation process and the life of the Facility. A. Pro Forma Leverage Headroom At full draw, VMS's pro forma net leverage ratio is 4.07x, compared to the initial Maximum Total Net Leverage Ratio of 4.75x. This provides approximately 0.68x of headroom at inception, which corresponds t