Contract analysis

ARTICLE I — DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "ABR" means the Alternate Base Rate, as such term is defined in the applicable Credit Document. "Agents" means, collectively, the Term Agent and the Revolving Agent, and "Agent" means either of them. "Agreement" means this Equal Priority Intercreditor Agreement, as it may be amended, restated, supplement

Section 1.02 — Rules of Construction In this Agreement, unless the context otherwise requires: (a) References to "Sections," "Articles," "Exhibits," and "Schedules" are references to the sections, articles, exhibits, and schedules of this Agreement. (b) The table of contents and headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provisi

Section 1.03 — Relationship of Agents The parties hereto acknowledge and agree that the same legal entity, Pinnacle National Bank, National Association, serves as both the Term Agent (in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement) and the Revolving Agent (in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement). Notwithstandi

ARTICLE II — LIEN PRIORITY AND EQUALITY

Section 2.01 — Equal Priority Notwithstanding anything to the contrary in any Credit Document, any security document, any UCC financing statement, any intellectual property security agreement, or any other agreement or instrument, or any provision of the UCC or any other applicable law, the Liens on the Shared Collateral securing the Term Obligations and the Liens on the Shared Collateral securing the Revolving Oblig

Section 2.02 — No Alteration of Priority by Filing Order The lien priority established by this Article II shall not be altered, modified, impaired, or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, increase, decrease, refunding, replacement, restructuring, or refinancing of either the Existing Credit Agreement or the Revolving Credit Agreement, or any loan document or

Section 2.03 — Acknowledgment Regarding Existing Security Interests (a) The Revolving Secured Parties hereby acknowledge that the security interests securing the Term Obligations under the Existing Credit Agreement were granted, created, and perfected prior to the date hereof. The Existing Credit Agreement was executed and delivered on March 15, 2022, and the security interests created thereunder were perfected on or

Section 2.04 — Permitted Liens and Additional Collateral (a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not, and shall not direct any Secured Party to, contest, challenge, or otherwise object to the validity, perfection, priority, or enforceability of any Lien on the Shared Collateral granted to or held by the other Agent or the Secured Parties represented ther

ARTICLE III — ENFORCEMENT OF SECURITY INTERESTS; REMEDIES

Section 3.01 — Exercise of Remedies — General Provisions (a) Upon the occurrence and during the continuance of an Event of Default under the applicable Credit Document, the Agent under such Credit Document may commence or direct the commencement of an Enforcement Action with respect to the Shared Collateral, subject to the provisions of this Article III. (b) Prior to the commencement of any Enforcement Action (other

Section 3.02 — Right to Initiate Enforcement (a) Either Agent may initiate Enforcement Actions upon the occurrence and during the continuance of an Event of Default under the Credit Document for which such Agent acts. Neither Agent shall be required to obtain the consent of the other Agent prior to initiating an Enforcement Action, subject to the notice requirement set forth in Section 3.01(b). (b) In the event that

Section 3.03 — Standstill Provisions (a) If an Event of Default exists under one Credit Document but no Event of Default exists under the other Credit Document, the Agent under the non-defaulted Credit Document shall not be required to commence any Enforcement Action. Such non-acting Agent shall not, however, interfere with, obstruct, delay, or otherwise impede any Enforcement Action being taken by the Agent under th

Section 3.04 — Cooperation and Information Sharing (a) Each Agent agrees to cooperate reasonably with the other Agent in connection with any Enforcement Action, including, without limitation, by (i) providing reasonable access to books and records relating to the Shared Collateral, (ii) executing and delivering such documents, instruments, and agreements as may be reasonably necessary to facilitate the Enforcement Ac

Section 3.05 — No Separate Enforcement by Individual Lenders No individual Term Lender or Revolving Lender shall exercise, or attempt to exercise, any remedy against the Shared Collateral, or take any Enforcement Action with respect to the Shared Collateral, independently of and without the direction of the applicable Agent. All Enforcement Actions must be directed through the applicable Agent in accordance with the

Section 3.06 — Control of Deposit Account Control Agreements (a) The Agents shall coordinate with each other regarding the exercise of control rights under deposit account control agreements and securities account control agreements, including, without limitation, any control agreement with Lakeshore Trust Company relating to deposit accounts of VMS maintained at Lakeshore Trust Company (including the account ending

ARTICLE IV — APPLICATION OF PROCEEDS; PRO RATA SHARING

Section 4.01 — Application of Proceeds All Proceeds of Shared Collateral received by any Agent or any Secured Party from any Enforcement Action, insurance recovery (including, without limitation, any recovery under Northland Mutual Insurance Co. policy NMI-2025-041876), condemnation award, or distribution in any Insolvency Proceeding, or otherwise in connection with the realization upon, collection of, or foreclosure

Section 4.02 — Pro Rata Calculation (a) The Pro Rata Share of each Series shall be calculated as of the date of distribution (or such other date as may be expressly specified in this Agreement or agreed to by the Agents) as follows: (i) Term Obligations Pro Rata Share = Outstanding Term Obligations ÷ (Outstanding Term Obligations + Outstanding Revolving Obligations) (ii) Revolving Obligations Pro Rata Share = Outstan

Section 4.03 — Turnover and Sharing (a) If any Agent or any Secured Party receives Proceeds of Shared Collateral or any payment from any source in respect of the Equal Priority Obligations that, when taken together with all prior distributions and payments received by such Agent or Secured Party, results in such Agent or Secured Party having received an amount in excess of its Pro Rata Share of the aggregate Proceeds

Section 4.04 — Insurance Proceeds All insurance proceeds received from policies covering the Shared Collateral, including, without limitation, proceeds received under Northland Mutual Insurance Co. policy NMI-2025-041876 (with coverage of Fifty Million Dollars ($50,000,000) per occurrence), shall be applied in accordance with Section 4.01. To the extent that the Existing Credit Agreement or the Revolving Credit Agree

Section 4.05 — No Double Recovery Nothing in this Agreement shall entitle any Secured Party to receive, in the aggregate, more than the full amount of its Equal Priority Obligations. If any Secured Party receives payments, distributions, or Proceeds in excess of the full amount of its Equal Priority Obligations, such excess shall be promptly returned or paid over to the Loan Parties (or such other Person as may be en

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.01 — Filing of Claims (a) Each Agent may file a proof of claim or other appropriate pleading in any Insolvency Proceeding involving any Loan Party on behalf of the Secured Parties for which it acts as agent, and each Agent shall have the right, but not the obligation, to file such claims in accordance with the applicable rules and procedures of the relevant court. (b) To the extent that only one Agent files

Section 5.02 — DIP Financing Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to, and shall not direct any Secured Party to object to, any DIP Financing obtained by any Loan Party in any Insolvency Proceeding, provided that each of the following conditions is satisfied: (a) such DIP Financing is secured by Liens on the Shared Collateral that prime the Lien

Section 5.03 — Adequate Protection (a) In any Insolvency Proceeding, each Agent agrees to seek adequate protection for the Secured Parties on a pro rata basis consistent with this Agreement. Neither Agent shall seek or accept adequate protection that provides a disproportionate benefit to one Series of Equal Priority Obligations over the other, unless both Agents consent in writing to such differential treatment. (b)

Section 5.04 — Sale of Collateral in Insolvency Proceedings (a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to any sale, transfer, or other disposition of Shared Collateral approved by the bankruptcy court pursuant to Section 363 of the Bankruptcy Code (whether under subsection (b), (f), or otherwise) or pursuant to any plan of reorganization confirme

Section 5.05 — Waivers in Insolvency Each Agent and the Secured Parties for which it acts hereby waive any right to object to any Insolvency Proceeding, or to any action taken or proposed to be taken in any Insolvency Proceeding, solely on the basis of the priority of Liens established by this Agreement or the provisions of this Agreement. Nothing in this Section 5.05 shall be construed to waive any other rights of t

ARTICLE VI — AGREEMENTS WITH RESPECT TO LIEN RELEASES; COLLATERAL MATTERS

Section 6.01 — Release of Liens If either Agent releases its Lien on any item of Shared Collateral in connection with any sale, transfer, lease, or other disposition of such Shared Collateral that is permitted under the terms of the applicable Credit Document (including any disposition permitted under the terms of the Existing Credit Agreement or the Revolving Credit Agreement), the other Agent shall simultaneously (

Section 6.02 — Amendment to Security Documents Each Agent shall, at the reasonable written request of the other Agent and at the sole cost and expense of the Loan Parties, execute and deliver, or cause to be executed and delivered, such documents, amendments, instruments, certificates, and agreements as may be reasonably necessary or desirable to (a) evidence the equal-priority status of the Liens on the Shared Colla

Section 6.03 — UCC Filing Coordination (a) The Agents shall coordinate with each other with respect to UCC-1 financing statements and any amendments, continuations, assignments, or terminations thereof, filed or to be filed with the Secretary of State of the State of Delaware and the Department of State of the State of Michigan (and any other relevant filing office), in each case in order to maintain and preserve the

Section 6.04 — Intellectual Property Filings The Agents shall coordinate with each other regarding intellectual property security agreement filings with the United States Patent and Trademark Office, the United States Copyright Office, and any other relevant intellectual property registry, in each case to ensure consistent and coordinated perfection and priority of the Liens on the intellectual property included with

Section 6.05 — Further Assurances Each party hereto agrees to take, at the sole cost and expense of the Loan Parties, all commercially reasonable actions and to execute and deliver all commercially reasonable documents and instruments as may be necessary or desirable to (a) maintain the security interests in the Shared Collateral contemplated by this Agreement and the Credit Documents, (b) preserve and protect the eq

ARTICLE VII — REFINANCING AND REPLACEMENT FACILITIES

Section 7.01 — Refinancing of Existing Credit Agreement If the Term Obligations under the Existing Credit Agreement (which matures on March 15, 2028) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes of th

Section 7.02 — Refinancing of Revolving Credit Agreement If the Revolving Obligations under the Revolving Credit Agreement (which matures on June 30, 2029) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes

Section 7.03 — Joinder Mechanics (a) Any replacement or additional agent may become a party to this Agreement by executing and delivering a joinder agreement substantially in the form attached hereto as Exhibit A, or in such other form as may be reasonably satisfactory to each existing Agent and acknowledged by VMS. (b) Upon the effectiveness of any such joinder agreement, the replacement or additional agent shall be

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.01 — Each Agent's Representations Each Agent represents and warrants to the other Agent and to the Loan Parties, as of the date hereof, as follows: (a) Organization and Good Standing. Such Agent is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. Pinnacle National Bank, National Association is a national banking association chartered by the Offic

Section 8.02 — Loan Parties' Representations VMS and each Subsidiary Guarantor represent and warrant to each Agent and to the Secured Parties, as of the date hereof, as follows: (a) VMS. Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 38-4271956), and is qualified to do business and in good standing in the State of