Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("Vantage" or the "Company"), a Delaware corporation headquartered in Sterling Heights, Michigan, to represent and defend Vantage in connection with the warranty-chargeback dispute initiated by Meridian Powertrain Holdings, Inc. ("Meridian"), an Illinois corporation headquartered

2. Description of the Matter Based on the information provided to us to date, we understand the relevant background of the matter as follows. Vantage and Meridian are parties to a Long-Term Supply Agreement bearing reference number LTSA-MPT-2020-0315, which was executed on March 15, 2020, for a five-year term running through March 14, 2025 (the "LTSA"). Under the LTSA, Vantage supplies Meridian with, among other comp

3. Scope of Representation Subject to the terms and conditions of this Letter, Calderwood & Harkness will provide legal services to Vantage in connection with the following: (a) Defense of Warranty Chargebacks. Defense of Vantage against the warranty chargebacks totaling $4,870,550.20 issued by Meridian under the LTSA, including the preparation and pursuit of all defenses available to Vantage on both procedural and s

4. Engagement Team Calderwood & Harkness will staff this matter with the following professionals, who collectively bring significant experience in commercial litigation, automotive supply chain disputes, and contractual warranty matters: (a) Samuel Eklund — Responsible Partner, Litigation (General). Mr. Eklund will serve as the responsible partner on the matter. He will have overall responsibility for strategic direc

5. Billing Rates and Fee Arrangements 5.1 Hourly Rates The Firm will bill for professional services rendered in connection with this matter on an hourly basis. The current standard billing rates for the members of the engagement team are as follows: Time is recorded and billed in increments of one-tenth (0.1) of an hour. 5.2 Rate Adjustments Billing rates are subject to annual adjustment, typically effective as of Ja

6. Client Identification and Conflicts The Firm's client in this matter is Vantage Mobility Systems Corp. and Vantage Mobility Systems Corp. only. This engagement does not create an attorney-client relationship between Calderwood & Harkness LLP and any other person or entity, including, without limitation: (a) Ironclad Capital Partners, LLC, the private equity sponsor of Vantage; (b) Ironclad Capital Partners Fund II

7. Confidentiality and Privilege All communications between Calderwood & Harkness LLP and Vantage in connection with this matter, including oral and written communications, memoranda, legal analyses, strategy assessments, and other materials prepared by the Firm in the course of representing Vantage, are intended to be privileged and confidential under the attorney-client privilege, the work-product doctrine, and any

8. Governing Law This engagement letter and the attorney-client relationship established hereby shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to principles of conflicts of law. The Parties acknowledge that this governing law provision is consistent with the governing law provision set forth in Section 22.4 of the LTSA (Ref. No. LTSA-MPT-2020-0315), wh

9. Document Preservation and Cooperation 9.1 Litigation Hold In light of the pending warranty-chargeback dispute, Vantage is advised to implement and maintain a litigation hold to ensure the preservation of all documents, communications, data, and electronically stored information ("ESI") potentially relevant to the dispute. The obligation to preserve relevant materials extends to all custodians, departments, and sys

10. Termination Either Party may terminate this engagement at any time upon written notice to the other Party, subject in each case to the Firm's obligations under the applicable Illinois Rules of Professional Conduct regarding withdrawal from representation. If the Firm seeks to withdraw, it will do so only for reasons consistent with applicable ethical rules and will take all steps required to protect Vantage's int

11. Limitation of Scope and No Guarantee of Outcome The Firm will devote its best professional efforts to achieving a favorable outcome for Vantage in connection with the warranty-chargeback dispute with Meridian. However, the Firm cannot and does not guarantee any particular result, including, without limitation, the complete reversal of the chargebacks, the recovery of amounts already withheld by Meridian, or the a

12. Acceptance and Execution We respectfully request that Vantage confirm its agreement to the terms and conditions of this engagement by having an authorized representative countersign this Letter in the space provided below and returning a fully executed copy to the undersigned. This engagement shall be effective as of February 14, 2022, the date first written above. We look forward to working with you and the Vant