Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("Vantage," "VMS," or the "Company"), a Delaware corporation registered to do business in the States of California and Michigan, to serve as defense counsel in the above-referenced putative wage-and-hour class action and representative action brought under the Private Atto

2. Description of the Matter The following is a summary of the matter as we understand it based upon our review of the Complaint and our initial consultations with VMS's in-house legal and human resources teams. This summary is provided for purposes of defining the scope of this engagement and is not intended as a comprehensive factual recitation or case assessment; a formal case assessment memorandum will be prepare

1. First Cause of Action — Meal Period Violations (Cal. Lab. Code §§ 226.7 and 512): Plaintiff alleges that VMS failed to provide lawful, timely, and uninterrupted meal periods to non-exempt employees, and failed to pay one additional hour of premium pay for each meal period violation.

2. Second Cause of Action — Rest Period Violations (Cal. Lab. Code § 226.7): Plaintiff alleges that VMS failed to authorize and permit compliant rest periods and failed to pay one additional hour of premium pay for each rest period violation.

3. Third Cause of Action — Unpaid Wages (Cal. Lab. Code §§ 204 and 1194): Plaintiff alleges that the auto-deduction and time-rounding policies resulted in systematic underpayment of regular and overtime wages owed to non-exempt employees.

4. Fourth Cause of Action — Inaccurate Wage Statements (Cal. Lab. Code § 226): Plaintiff alleges that VMS issued wage statements that failed to accurately reflect total hours worked and wages earned, in violation of the itemized wage statement requirements.

5. Fifth Cause of Action — Waiting Time Penalties (Cal. Lab. Code § 203): Plaintiff alleges that VMS willfully failed to pay all wages due upon separation from employment, triggering waiting time penalties of up to 30 days' wages for former employees.

6. Sixth Cause of Action — Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.): Plaintiff brings an "unlawful" prong UCL claim predicated on the alleged violations of the California Labor Code, seeking restitution and injunctive relief.

7. Seventh Cause of Action — PAGA Penalties (Cal. Lab. Code § 2698 et seq.): Plaintiff seeks civil penalties under PAGA for each alleged pay period violation, asserting representative standing on behalf of the State of California and all aggrieved employees. Central Factual Allegations. The core of Plaintiff's theory rests on two principal practices at the Fontana Plant: (a) Automatic Meal Period Deduction. The Compl

3. Scope of Representation Matters Included. C&H's engagement is limited to the defense of VMS in Reyes v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, pending in the Superior Court of California, County of San Bernardino, together with any appeals or writ proceedings arising directly therefrom. Within the context of this matter, the scope of C&H's representation includes, without limitation, the follow

4. Engagement Team C&H will staff this matter with experienced labor and employment litigators drawn from the Firm's Los Angeles office. The following attorneys have been assigned to the engagement team: Renata Vasquez — Responsible Partner, Labor & Employment. Ms. Vasquez will serve as the primary relationship partner and lead attorney on this engagement. She will maintain overall supervisory responsibility for all

5. Billing Rates and Fee Arrangement C&H will bill VMS for legal services rendered in this matter at the Firm's standard hourly rates for 2025. The applicable rates for the members of the current engagement team are as follows: The billing arrangement for this engagement is standard hourly. No alternative fee arrangement, contingency fee, success fee, flat fee, blended rate, or other non-standard billing structure is

6. Budget Estimate To assist VMS with financial planning and insurance reporting, C&H provides the following preliminary budget estimates for the defense of this matter. These estimates are based on our initial assessment of the case and our experience in similar wage-and-hour class action and PAGA matters in California. They reflect reasonable assumptions regarding the scope and pace of litigation, but are subject t

7. Billing and Payment Terms C&H will render monthly invoices for legal services performed and costs advanced during the preceding calendar month. Invoices will be addressed to Priya Nandakumar, General Counsel, Vantage Mobility Systems Corp., 4200 Industrial Parkway, Auburn Hills, MI 48326, and will reference C&H Matter No. 1007-00004. Invoices may be delivered by U.S. Mail, electronic mail, or through any billing p

8. Insurance Carrier Coordination C&H understands that VMS has reported this matter to its Employment Practices Liability Insurance ("EPLI") carrier, Ridgeway National Insurance Company, a company domiciled in the State of Connecticut with offices at 100 Constitution Plaza, Hartford, Connecticut 06103. The applicable policy is EPL Policy No. EPL-VMS-2024-07821, with a policy period running from July 1, 2024, through

9. Confidentiality and Privilege All communications between C&H and VMS relating to this engagement, including oral and written communications, memoranda, strategy documents, legal analyses, case assessments, and draft materials, are protected by the attorney-client privilege and the attorney work product doctrine. These protections are vital to the effective defense of this matter and must be carefully preserved. VM

10. Conflict of Interest Disclosure and Waiver C&H has conducted a thorough conflicts check in accordance with the Firm's internal conflict-clearance procedures and the applicable California Rules of Professional Conduct. Based on this review, the Firm has identified no conflicts of interest that would prevent C&H from representing VMS in the defense of Reyes v. Vantage Mobility Systems Corp. Specifically, C&H does n

11. Document Preservation Obligations Effective and comprehensive document preservation is essential to VMS's defense of this matter and to the Company's compliance with its legal obligations. On August 5, 2025, C&H issued a separate Litigation Hold Memorandum to Priya Nandakumar (General Counsel), Sandra Olsen (Vice President of Human Resources), and Marcus Gutierrez (Fontana Plant Manager), directing the immediate

12. Termination of Engagement Either VMS or C&H may terminate this engagement at any time upon written notice to the other party. Such termination is subject to applicable ethical obligations under the California Rules of Professional Conduct and any court rules or orders that may require leave of court before C&H may withdraw as counsel of record in Reyes v. Vantage Mobility Systems Corp. C&H will not seek to withdr

13. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, C&H's aggregate liability to VMS arising out of or in connection with this engagement — whether based in contract, tort, negligence, professional malpractice, or any other theory — shall not exceed the total amount of professional fees actually paid by VMS to C&H for the services giving rise

14. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Engagement Letter, or to the legal serv

15. Acceptance and Execution We ask that you review this Engagement Letter carefully and contact Renata Vasquez or James Underwood if you have any questions regarding its terms. To confirm VMS's agreement to the terms set forth herein, please have an authorized representative countersign this letter in the space provided below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, U.S.