Contract analysis

1. ENGAGEMENT AND SCOPE OF REPRESENTATION 1.1 Engagement Confirmation Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," the "Company," or the "Client"), to serve as legal counsel to VMS in connection with the matters described herein. This engagement shall be effective as of March 28, 2022. We understand that VMS is a

2. STAFFING 2.1 Key Personnel The following attorneys and professionals are initially assigned to the Matter: Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will have overall supervisory responsibility for the engagement and will serve as the primary relationship contact for VMS and its authorized contacts. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Practice Group and has extensive expe

3. FEES AND BILLING ARRANGEMENTS 3.1 Hourly Rates The Firm's fees for professional services rendered in connection with the Matter will be computed on the basis of time expended by each attorney and paralegal at such person's then-current standard hourly rate. The current hourly rates for personnel assigned to this Matter are set forth in the following table: The Firm records time in increments of one-tenth of an hou

4. RETAINER 4.1 Retainer Amount and Structure The Client shall provide to the Firm an initial retainer in the amount of $150,000 (the "Retainer") within ten (10) business days of execution of this engagement letter. Payment of the Retainer should be made by wire transfer of immediately available funds to the following account: Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP Cl

5. BILLING AND PAYMENT TERMS 5.1 Invoicing. The Firm will render invoices to the Client on a monthly basis, with invoices typically issued within fifteen (15) days following the close of each calendar month. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper during the billing period, the time expended, and the applicable hourly rate for each timekeeper, together w

6. DISBURSEMENTS AND EXPENSES 6.1 Reimbursable Expenses In addition to professional fees, the Client shall reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the Matter, including but not limited to the following: • Court filing fees and service of process costs; • Travel expenses, including air, rail, and ground transportation, lodging, and meals, incurred in conne

7. CLIENT RESPONSIBILITIES AND AUTHORIZED CONTACTS 7.1 Authorized Contacts The following individuals are authorized to provide instructions, direction, and approvals on behalf of the Client in connection with the Matter, including approvals with respect to strategy, settlement, bidding decisions, and the execution of transaction documents: • Gerald "Gerry" Hartsfield, Chief Executive Officer, Vantage Mobility Systems

8. CONFLICTS OF INTEREST 8.1 Conflicts Check The Firm has conducted a conflicts of interest check in accordance with its standard procedures and applicable rules of professional conduct. Based on currently available information, including the names and identities of the parties provided to us by VMS and Ridgepoint, the Firm has identified no conflicts of interest that would preclude the Firm from representing VMS in

9. CONFIDENTIALITY 9.1 Duty of Confidentiality All information communicated to the Firm by the Client, its officers, employees, agents, and authorized contacts in connection with the Matter will be treated as confidential in accordance with applicable rules of professional conduct, including Rule 1.6 of the New York Rules of Professional Conduct, and the attorney-client privilege. The Firm will not disclose such info

10. TERMINATION 10.1 Right to Terminate Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct (including the obligation to take reasonable steps to protect the Client's interests upon withdrawal) and any orders of the Bankruptcy Court governing the sale process, the bidding timeli

11. DOCUMENT RETENTION Upon conclusion of the engagement, the Firm will return to the Client, upon the Client's written request, any original documents provided by the Client to the Firm in connection with the Matter. The Firm's own files — including attorney work product, internal memoranda, research files, correspondence, notes, and other materials generated by the Firm in the course of the engagement — will be mai

12. LIMITATION OF LIABILITY To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the Matter. This limitation of

13. GOVERNING LAW AND DISPUTE RESOLUTION This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or the relationship betw

14. MISCELLANEOUS PROVISIONS 14.1 Entire Agreement This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the Firm's engagement in connection with the Matter and supersedes all prior and contemporaneous oral or written communications, proposals, representations, and understandings between the parties with respect to the subject matter hereof

15. ACCEPTANCE AND EXECUTION If the foregoing terms of engagement are acceptable to VMS, please indicate your agreement by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned at your earliest convenience. Upon execution by both parties, this engagement letter shall be deemed effective as of March 28, 2022, the date first written above. We also request that