Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and schedules attached hereto, as the same may be amended, modified, or suppl

ARTICLE II — SETTLEMENT PAYMENT

Section 2.1 Payment by Vantage. In consideration of the mutual releases and other covenants contained herein, Vantage shall pay to Meridian a lump-sum settlement payment in the amount of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) (the "Settlement Payment"). The Settlement Payment shall be made by wire transfer of immediately available funds in United States dollars to the account designated by Me

Section 2.2 Characterization of Payment. The Parties acknowledge and agree that the Settlement Payment constitutes a one-time quality accommodation payment made by Vantage in the interest of resolving the disputed Chargebacks and preserving the ongoing commercial relationship between the Parties under the LTSA. The Settlement Payment does not constitute, and shall not be construed as, an admission of liability, fault

Section 2.3 Tax Treatment. Each Party shall be solely responsible for its own federal, state, local, and foreign tax obligations, if any, arising from or attributable to the Settlement Payment, including the obligation to report such payment to the applicable taxing authorities. No withholding shall be applied to the Settlement Payment by Vantage unless withholding is required by applicable law, in which case Vantage

ARTICLE III — REVERSAL OF CHARGEBACKS AND REMEDIAL MEASURES

Section 3.1 Reversal and Restoration of Chargebacks. Within ten (10) business days following Meridian's receipt and confirmation of the Settlement Payment in immediately available funds, Meridian shall reverse the full remaining balance of previously withheld Chargebacks in the aggregate amount of Two Million Nine Hundred Twenty Thousand Five Hundred Fifty Dollars and Twenty Cents ($2,920,550.20). Such amount represe

Section 3.2 Cessation of Further Deductions. Effective as of the Effective Date, Meridian shall not make, and shall cause its accounting and finance personnel to refrain from making, any further deductions, withholdings, set-offs, or offsets from Vantage's accounts receivable, invoices, or any other amounts otherwise payable to Vantage in connection with the Chargebacks, the Chargeback Notices, or the underlying alle

Section 3.3 Supplemental CT-Scan Porosity-Screening Protocol. As a remedial measure intended to enhance quality assurance and reduce the risk of future field failures, Vantage shall implement a supplemental porosity-screening protocol utilizing computed tomography (CT) scanning (the "CT-Scan Protocol") at its production facility located at 4280 Mound Road, Sterling Heights, Michigan 48310, for all Parts (Part Numbers

Section 3.4 LTSA Amendment No. 3. Concurrently with the execution and delivery of this Agreement, the Parties shall execute and deliver LTSA Amendment No. 3, effective November 1, 2022, which shall amend the LTSA as follows: (a) Inspection Deadline. Section 9.4(b) of the LTSA shall be amended to impose a mutual forty-five (45) day deadline (replacing the prior thirty (30) day unilateral deadline applicable solely to

ARTICLE IV — MUTUAL GENERAL RELEASE

Section 4.1 Release by Vantage. Effective upon receipt by Meridian of the Settlement Payment in full, Vantage, on behalf of itself, its officers, directors, employees, agents, representatives, successors, assigns, parent entities, subsidiaries, and affiliates (including, without limitation, Ironclad Capital Partners, LLC and Ironclad Capital Partners Fund III, L.P., solely with respect to the Released Claims), hereby

Section 4.2 Release by Meridian. Effective upon receipt by Meridian of the Settlement Payment in full, Meridian, on behalf of itself, its officers, directors, employees, agents, representatives, successors, assigns, parent entities, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases and forever discharges Vantage and its officers, directors, employees, agents, representatives, successors, a

Section 4.3 Scope of Release. The mutual releases set forth in Sections 4.1 and 4.2 above are limited exclusively to the Released Claims — that is, claims arising from or related to the Chargebacks and the Chargeback Notices — and do not extend to or release: (a) any claims, disputes, or causes of action arising from future production lots of Parts produced and delivered by Vantage after the Effective Date, or from w

Section 4.4 Waiver of Unknown Claims. Each Party expressly acknowledges and agrees that the releases set forth in this Article IV extend to and cover all Released Claims, whether or not such claims are presently known or suspected by such Party. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by any statute, regulation, or comm

ARTICLE V — NO ADMISSION OF LIABILITY

Section 5.1 No Admission. The Parties expressly acknowledge and agree that this Agreement, including the Settlement Payment, represents a compromise and settlement of disputed claims between the Parties. Nothing in this Agreement, including without limitation the payment of the Settlement Payment, the reversal of the Chargebacks, the implementation of the CT-Scan Protocol, or the execution of LTSA Amendment No. 3, sh

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as of the Effective Date as follows: (a) Due Organization. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization (in the case of Vantage, the State of Delaware; in the case of Meridian, the State of Illinois) and has all requisi

Section 6.2 Additional Representations by Vantage. Vantage hereby further represents and warrants to Meridian as of the Effective Date as follows: (a) No Assignment of Claims. Vantage has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any of the Released Claims or any interest therein to any third party. (b) Lender Disclosure. Vantage has disclosed, or will disclose prior to the pa

Section 6.3 Additional Representations by Meridian. Meridian hereby further represents and warrants to Vantage as of the Effective Date as follows: (a) No Assignment of Claims or Chargeback Rights. Meridian has not assigned, transferred, conveyed, pledged, encumbered, or otherwise disposed of any of the Released Claims, or any rights under the Chargeback Notices, to any third party, including without limitation any O

Section 7.1 Confidential Treatment. The Parties agree that the terms and conditions of this Agreement, including without limitation the amount of the Settlement Payment, the amounts of the Chargebacks to be reversed, and all negotiations, discussions, correspondence, proposals, counterproposals, technical data exchanges, and other communications between the Parties (or their respective representatives) leading to the

Section 7.2 Public Statements. Neither Party shall issue, authorize, or cause to be issued any press release, public announcement, marketing communication, trade publication article, or other public statement regarding this Agreement, the Settlement Payment, the Chargebacks, the underlying dispute, or the terms of the resolution thereof, without the prior written consent of the other Party. This restriction shall not

ARTICLE VIII — NON-DISPARAGEMENT

Section 8.1 Mutual Non-Disparagement. Each Party agrees that it shall not, and shall cause its officers, directors, and senior management personnel not to, make, publish, or cause to be made or published any disparaging, defamatory, derogatory, or otherwise harmful statements (whether oral, written, electronic, or otherwise) about the other Party, its products, services, quality processes, officers, directors, employ

ARTICLE IX — CONTINUATION OF LTSA

Section 9.1 LTSA Remains in Effect. The Parties acknowledge and agree that, except as expressly modified by LTSA Amendment No. 3, the LTSA (Reference Number LTSA-MPT-2020-0315) shall remain in full force and effect in accordance with its terms through its expiration on March 14, 2025. Nothing in this Agreement shall be construed to terminate, rescind, impair, or otherwise adversely affect the LTSA or the rights and o

Section 9.2 No Impact on Future Performance. This Agreement, the Settlement Payment, and the other transactions contemplated hereby shall not affect, modify, or otherwise alter the future pricing, volume commitments, delivery schedules, or other commercial terms under the LTSA (including annual volumes of approximately four hundred eighty thousand (480,000) units at a weighted average unit price of Seventy-Eight Doll

Section 10.1 Mutual Indemnification. Each Party (in such capacity, the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, judgments, costs, and expenses (including reasonable attorneys

Section 10.2 Third-Party Claims. In the event that any OEM customer, end user, dealer, or other third party asserts a claim, demand, or cause of action against either Party (or both Parties) relating to the field failures in MPT-8AT transmissions covered by the Chargeback Notices, the Parties shall cooperate in good faith to address, respond to, and, if appropriate, defend against such third-party claim. Such coopera

ARTICLE XI — DISPUTE RESOLUTION

Section 11.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination (a "Dispute"), the Parties shall first attempt in good faith to resolve such Dispute through direct negotiation between senior executives of the Parties (a

Section 11.2 Jurisdiction and Venue. If a Dispute is not resolved through negotiation pursuant to Section 11.1 within the thirty (30) day period specified therein, any action, suit, or proceeding to enforce, interpret, or adjudicate any rights or obligations arising under or in connection with this Agreement may be brought in any state court of general jurisdiction sitting in Cook County, Illinois, or in the United S

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

Section 12.2 Entire Agreement; Integration. This Agreement, together with LTSA Amendment No. 3, the LTSA (as amended), and the exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or writte

Section 12.3 Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, o

Section 12.4 Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. In the event that any provis

Section 12.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including .pdf format) or facsimile transmission shall be as effective as delivery of a manually executed counterpart. Electr

Section 12.6 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by personal delivery or by nationally recognized overnight courier service, (b) on the date of transmission, if sent by electronic mail with confirmation of re

Section 12.7 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement, or any rights, interests, or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may, without the consent of the other Party, assign this Agre

Section 12.8 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Iro

Section 12.9 Costs and Expenses. Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement, including the fees and expenses of counsel, financial advisors, accountants, and other professionals retained by such Party. For the avoidance of doubt, this Section 12.9 does not apply to costs and expense

Section 12.10 Construction. This Agreement has been negotiated by the Parties and their respective legal counsel, and shall be construed fairly in accordance with its terms and without any strict construction in favor of or against either Party as the drafter. The headings and section titles used in this Agreement are included for convenience of reference only and shall not affect the meaning or interpretation of any

Section 12.11 Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such additional actions, as may be reasonably necessary or desirable to carry out and effectuate the provisions, purposes, and intent of this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Parties have caused

1. Purpose. This Exhibit C sets forth the technical specifications for the supplemental computed tomography (CT) scanning porosity-screening protocol (the "CT-Scan Protocol") to be implemented by Vantage Mobility Systems Corp. ("Vantage") at its Sterling Heights, Michigan production facility in accordance with Section 3.3 of the Settlement Agreement and Mutual Release dated October 28, 2022, between Vantage and Merid

2. Applicable Standard. All CT-scan inspections under this protocol shall be performed in accordance with, and evaluated against, ASTM E505, Standard Reference Radiographs for Inspection of Aluminum and Magnesium Die Castings (current edition as of the date of inspection), and any applicable customer-specific or drawing-level supplemental standards referenced in the LTSA or applicable PPAP documentation.

3. Maximum Porosity Threshold. The maximum acceptable porosity level for the Parts shall be ASTM E505 Level 2. Any unit exhibiting porosity exceeding ASTM E505 Level 2 shall be deemed non-conforming and shall be quarantined, dispositioned, and documented in accordance with Vantage's internal non-conformance procedures and the applicable provisions of the LTSA.

4. Parts Covered. The CT-Scan Protocol shall apply to all precision-machined aluminum valve body housings produced by Vantage for Meridian under the LTSA, specifically: • Part No. VMS-4400A • Part No. VMS-4400B • Part No. VMS-4400C • Part No. VMS-4400D • Part No. VMS-4400E • Part No. VMS-4400F

5. Sampling Frequency. The CT-scan sampling frequency shall be one (1) unit in every two hundred (200) units produced (a 1-in-200 sampling frequency). Samples shall be selected on a randomized basis from each production lot. In the event that a production lot consists of fewer than two hundred (200) units, at least one (1) unit from such lot shall be subjected to CT-scan inspection.

6. Facility. All CT-scan inspections under this protocol shall be performed at Vantage's production facility located at: Vantage Mobility Systems Corp. 4280 Mound Road Sterling Heights, MI 48310 Vantage may, with Meridian's prior written approval, utilize a qualified third-party laboratory to perform CT-scan inspections, provided that such laboratory meets the accreditation and competency requirements specified by Va

7. Implementation Deadline. The CT-Scan Protocol shall be fully implemented and operational within sixty (60) days following the Effective Date of the Agreement (i.e., no later than December 27, 2022).

8. Estimated Annual Cost. The estimated annual cost of the CT-Scan Protocol, including equipment depreciation or lease expense, operator labor, consumables, calibration, maintenance, and data management, is approximately One Hundred Eighty-Five Thousand Dollars ($185,000). All such costs shall be borne solely by Vantage.

9. Recordkeeping. Vantage shall maintain complete, accurate, and legible records of all CT-scan inspections conducted under this protocol, including at a minimum: (a) Date and time of inspection; (b) Part number and unit serial number of inspected unit; (c) Production lot identification number; (d) CT-scan image files and measurement data; (e) Porosity level determination (pass/fail against ASTM E505 Level 2 threshol

10. Supplemental Nature. The CT-Scan Protocol supplements and does not replace, supersede, or diminish any existing quality inspection, testing, measurement, or certification obligations of Vantage under the LTSA, applicable PPAP requirements, or any quality agreement between the Parties. [End of Exhibit C] [End of Settlement Agreement and Mutual Release] Item | Amount Aggregate Chargebacks (WCN-2021-1247 + WCN-2022-