Contract analysis

1. Introduction and Engagement We are pleased that Vantage Mobility Systems Corp. has selected Calderwood & Harkness LLP to serve as its legal counsel in connection with the transaction described below, and we thank you for your confidence in our firm. We look forward to working with you, your management team, and your advisors throughout this process. This letter confirms that Calderwood & Harkness LLP ("Calderwood

2. Scope of Representation Calderwood & Harkness will represent Vantage as buyer's counsel in connection with the Transaction. The scope of our representation will include the following: (a) Definitive Transaction Documentation. Structuring, drafting, and negotiating the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents in connection therewith. Ancillary documents are anticipated

3. Engagement Team The following attorneys will comprise the primary engagement team for this matter: Responsible Partner: Sandra Tung, Partner, Mergers & Acquisitions Practice Group. Sandra will have overall responsibility for and supervision of all aspects of the Firm's representation of Vantage in connection with the Transaction. She will serve as the primary relationship partner and will be involved in key strate

4. Fee Arrangements Hourly Rates. The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the standard billing rates of the attorneys and paraprofessionals assigned to the matter. The current applicable hourly rates for the categories of timekeepers likely to be staffed on this matter are as follows: The specific rate applicable to each individual timekeeper will

5. Conflicts of Interest The Firm has conducted a conflict of interest check in accordance with its standard procedures and the applicable Massachusetts Rules of Professional Conduct. Based on the information currently available to us, we are not aware of any conflict of interest that would prevent Calderwood & Harkness from representing Vantage in connection with the Transaction. Specifically, Calderwood & Harkness

6. Confidentiality Calderwood & Harkness will treat all information received from Vantage, Veltrano IV, and their respective affiliates, officers, directors, employees, and agents in connection with this engagement as confidential and will not disclose such information to any third party except as follows: (a) Disclosures required by law, regulation, or court order, provided that, to the extent permitted by applicabl

7. Document Retention The Firm will maintain all files, documents, and work product relating to this matter in accordance with Calderwood & Harkness's standard document retention policies, as in effect from time to time. At the conclusion of the engagement, original documents provided by the Client to the Firm will be returned to the Client upon written request. The Firm may retain copies of such documents, as well a

8. Limitation of Engagement; No Guarantee of Outcome The scope of this engagement is limited to the matters described in Section 2 above. Calderwood & Harkness has not been retained to provide legal advice or services to the Client on any matter other than the Transaction, and no attorney-client relationship shall be deemed to exist between the Firm and the Client with respect to any matter outside the scope of this

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, Vantage will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 above. Upon termination, whether initiated by the

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The rights and obligations of the parties hereunder shall be interpreted and enforced in accordance with Massachusetts law, including the Massachusetts Rules of Professional Conduct to the extent applicab

11. Acceptance and Execution We are excited about the opportunity to represent Vantage Mobility Systems Corp. in connection with this Transaction and are confident that our team has the experience and capability to deliver an excellent result for the Company. Please indicate Vantage's agreement to the terms and conditions set forth in this Engagement Letter by having the appropriate authorized representatives execute