Contract analysis

1. Purpose of Engagement and Retention Context Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. ("Vantage" or "VMS"), a Delaware corporation with its principal place of business at 4280 Mound Road, Sterling Heights, Michigan 48310, in connection with a commercial warranty-chargeback dispute initiated by Meridian Powertrain Holdings, Inc. ("Meridian"), an Illinois corporation with its principal plac

2. Attorney-Client Privilege and Work-Product Protection The protections described in this Section are of critical importance to the engagement and must be carefully observed at all times. Apex's retention is made at the express direction of counsel, Calderwood & Harkness LLP, in anticipation of potential litigation between Vantage and Meridian. While no formal litigation or arbitration proceeding has been filed as o

3. Background Summary for Expert's Reference The following background summary is provided for Apex's reference in connection with the engagement. This summary is based on information currently available to Calderwood & Harkness and is subject to supplementation as additional facts are developed. This summary is itself privileged and confidential and should be treated accordingly. 3.1 The Supply Relationship Vantage a

4. Scope of Work The scope of work for this engagement encompasses the tasks described in Sections 4.1 through 4.6 below. Apex shall perform all work in accordance with generally accepted metallurgical engineering standards and practices and in a manner consistent with the independence and objectivity requirements set forth in Section 10 of this letter. 4.1 Metallurgical Examination of Returned Parts Apex shall perfo

5. Materials to Be Provided Calderwood & Harkness will arrange for the following materials to be provided to Apex in connection with the engagement: (a) Returned valve body housings — the physical sample set of returned units, to be coordinated through Calderwood & Harkness's discussions with opposing counsel and made available for examination in accordance with an agreed-upon inspection protocol and chain-of-custody

6. Fee Structure and Budget 6.1 Hourly Rates Apex's services under this engagement shall be compensated on an hourly basis at the following rates: These hourly rates shall apply to all work performed in connection with the engagement, including but not limited to examination and testing, data analysis, report preparation, communications with counsel, and travel time (billed at 50% of the applicable hourly rate). Shou

7. Term and Termination The engagement shall commence on the date of Apex's countersignature of this letter and shall continue until the scope of work described herein is completed or the engagement is terminated in accordance with this Section. Either party may terminate the engagement upon fifteen (15) days' prior written notice to the other party. Termination by Calderwood & Harkness shall be without prejudice to

8. Confidentiality Apex shall maintain in strict confidence all information, documents, and materials received from Calderwood & Harkness or any other source in connection with this engagement, as well as all findings, opinions, analyses, and work product generated by Apex in connection with this engagement (collectively, "Confidential Information"). The confidentiality obligations set forth in this Section are in ad

9. Conflicts of Interest Apex represents and warrants that it has conducted a reasonable conflict check and that, as of the date of its countersignature of this letter, Apex has no current engagement, financial interest, or other relationship with Meridian Powertrain Holdings, Inc., Pratt, Givens & Lowell LLP, or any other known party to the dispute that would create a conflict of interest or compromise Apex's indepe

10. Independent Expert Obligations Apex acknowledges that, notwithstanding its retention by counsel for Vantage and the direction it receives from Calderwood & Harkness regarding scope and methodology, Apex's overriding obligation is to provide objective, independent, and scientifically sound opinions based on the evidence examined and the application of accepted metallurgical engineering principles. Apex's findings

11. Insurance Apex shall maintain professional liability insurance (errors and omissions coverage) in an amount not less than $2,000,000 per occurrence throughout the term of the engagement. Such coverage shall be provided by a carrier rated A- or better by A.M. Best Company. Apex shall provide Calderwood & Harkness with a certificate of insurance evidencing the required coverage upon request and shall notify Calderw

12. Governing Law This engagement letter, and any disputes arising out of or relating to this letter or the engagement, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its choice-of-law or conflict-of-laws principles.

13. Entire Agreement and Amendments This letter constitutes the entire agreement between Calderwood & Harkness LLP and Apex Metallurgical Consulting, Inc. with respect to the subject matter hereof. It supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the engagement. No amendment, modification, or waiver of any provision of this let

14. Counterparts and Acceptance This letter may be executed in counterparts, including by facsimile or electronic (PDF) transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If the foregoing terms are acceptable to Apex, please indicate your acceptance by having Dr. Vorhaus countersign this letter in the space provided below and return one full