Contract analysis

1. Introduction and Confirmation of Engagement Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("VMS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Auburn Hills, Michigan, to serve as defense counsel in the above-referenced patent infringement action currently pending before the United

2. Description of the Matter The matter to which this engagement relates is as follows: Pinnacle Innovations LLC ("Pinnacle"), a Texas limited liability company and non-practicing entity, has brought suit against VMS asserting infringement of United States Patent No. 9,847,312 B2 (the "'312 Patent"), entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," which was issu

3. Succession from Prior Counsel Calderwood & Harkness is assuming the defense of this matter from Hargrove Dunn LLP ("Hargrove Dunn"), which has withdrawn from the representation due to a conflict of interest that arose in connection with Hargrove Dunn's acceptance of an unrelated engagement. The Firm will coordinate directly with Hargrove Dunn to obtain a complete transfer of the case file, including all pleadings,

4. Scope of Representation The Firm's representation of VMS under this engagement is limited to the defense of VMS in the above-captioned patent infringement action. Specifically, the Firm will provide legal services in connection with the following: (a) All pre-trial proceedings, discovery (including fact and expert discovery), motion practice, and settlement negotiations in the Pinnacle Innovations LLC v. Vantage M

5. Engagement Team The following attorneys will be principally responsible for the Firm's work on this matter: Marcus Delgado — Responsible Partner. Mr. Delgado is a partner in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Mr. Delgado will have overall responsibility for the strategic direction of VMS's defense, client communications, and supervision of the engagement tea

6. Retention of Local Counsel Given that this action is venued in the Eastern District of Texas, Tyler Division, the Firm recommends—and VMS has agreed to—the retention of Caldwell Barrow LLP as local counsel for this matter. Caldwell Barrow LLP is a well-regarded litigation firm with significant experience practicing in the Eastern District of Texas, and its attorneys are fully admitted to practice before that court

7. Fee Arrangement 7.1 Hourly Rates The Firm will bill VMS for legal services rendered in connection with this engagement at the following standard hourly rates for the members of the engagement team identified in Section 5: Rates for any additional attorneys, paralegals, or litigation support personnel assigned to the matter will be communicated to VMS in advance and will reflect the Firm's then-current rate schedul

8. Retainer VMS agrees to deposit an evergreen retainer in the amount of Fifty Thousand Dollars ($50,000.00) with the Firm upon execution of this engagement letter. The retainer shall be remitted by wire transfer or check payable to "Calderwood & Harkness LLP Trust Account" and delivered to the Firm within ten (10) business days of the date VMS executes this Letter. The retainer will be deposited into and held in the

9. Billing and Payment Terms The Firm will issue invoices to VMS on a monthly basis. Each invoice will contain itemized time entries reflecting the date, timekeeper, hours worked, and a narrative description of the services performed, together with an itemized listing of all costs and disbursements incurred during the billing period. Invoices will be delivered electronically (in PDF format) to Rachel Nguyen at her VM

10. Insurance Coordination VMS has advised the Firm that the Company maintains a Commercial General Liability Policy issued by Northbridge Specialty Insurance Company, bearing Policy No. NSI-CGL-2024-08821, which includes an intellectual Property Infringement Defense sublimit that may provide coverage for certain costs associated with the defense of this action. Calderwood & Harkness will coordinate with Northbridge

11. Ridgeline Capital Partners — Approval Requirements VMS has informed the Firm that Ridgeline Capital Partners Fund IV, LP, acting through its general partner, Ridgeline Capital Management, LLC (collectively, "Ridgeline"), is the majority equity holder of VMS. Pursuant to Section 7.04(c) of the VMS Operating Agreement, as amended, any single litigation expenditure or settlement in excess of $250,000 requires the pr

12. Conflicts Check The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and consistent with the applicable Michigan Rules of Professional Conduct and the ABA Model Rules of Professional Conduct. Based on the Firm's records as of the date of this Letter, no conflicts of interest have been identified that would preclude the Firm from representing VMS in this matter. Specifi

13. Confidentiality and Privilege All communications between Calderwood & Harkness and VMS in connection with this engagement are intended to be, and shall be treated as, protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all information received from VMS in connection with this matter, subject to

14. Document Preservation VMS is reminded of its ongoing obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to the claims and defenses in this litigation. This obligation has been in effect since at least the time VMS was first placed on notice of the claims asserted in this action and is consistent with any litigation hold implemented by VMS and/or its pr

15. Termination Either VMS or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Such termination is subject to any applicable court rules, local rules, or orders governing the withdrawal or substitution of counsel in the Eastern District of Texas. The Firm will comply with all ethical and procedural obligations associated with any withdrawal from the representatio

16. Limitation of Engagement This engagement is limited solely to the matter described in Section 2 above, namely the defense of VMS in the action styled Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., No. 2:24-cv-00187-JRG, in the United States District Court for the Eastern District of Texas. The Firm is not undertaking to provide legal advice to VMS on any other matter, including but not limited to VMS

17. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-law principles that would require the application of the laws of any other jurisdiction. In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation of VMS, or the fe

18. Acceptance and Execution We ask that you confirm VMS's agreement to the terms set forth in this Letter by signing and dating the acknowledgment below and returning a signed copy to the Firm, either by email to mdelgado@calderwoodharkness.com or by mail to the address set forth above. Upon receipt of the signed Letter and the retainer deposit described in Section 8, the Firm will proceed with all necessary steps t