Contract analysis

1. Purpose and Scope of Engagement Calderwood & Harkness has been engaged to represent VMS in connection with the drafting, negotiation, and finalization of a Data Processing Agreement ("DPA") with Meridian Telematics Solutions, Inc. ("Meridian"), a Delaware corporation headquartered in Palo Alto, California. The DPA will govern the terms and conditions under which Meridian will process certain categories of personal

2. Firm Matter Number The Firm's internal matter number for this engagement is 1007-00007. All correspondence, invoices, time entries, and other communications from the Firm relating to this matter will reference this matter number. We respectfully request that VMS include this matter number on all communications directed to the Firm regarding this engagement to facilitate proper identification and routing of corresp

3. Engagement Team The following attorneys will be primarily responsible for this engagement: Rachel Bernstein, Partner, Privacy & Data Security Practice Group — Responsible Partner. Ms. Bernstein will have overall responsibility for the engagement, will supervise all work product generated in connection with this matter, and will serve as the primary relationship partner for VMS on this engagement. Ms. Bernstein has

4. Fees and Billing Arrangements 4.1 Hourly Rates Fees for professional services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the assigned engagement team members: The foregoing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide VMS with advanc

5. Client Identification and Conflicts The Firm's client in this engagement is Vantage Mobility Systems Corp. For the avoidance of doubt, the Firm does not represent Northgate Capital Partners LLC, Northgate Fund II, L.P., or any other Northgate affiliate, fund, general partner entity, management company, or portfolio company in this matter, unless the Firm is separately engaged in writing to provide legal services t

6. Confidentiality All information provided to Calderwood & Harkness by VMS in connection with this engagement will be treated as confidential and will be subject to the protections afforded by the attorney-client privilege and/or the work product doctrine, as applicable under governing law. The Firm recognizes the sensitivity of the information that VMS will share with the Firm in connection with the DPA negotiation

7. Governing Law This Letter and any disputes arising hereunder or relating hereto, including disputes regarding the Firm's fees, billing, or the scope of the engagement, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Oakland County,

8. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct, including any obligations to seek court approval of withdrawal in the event that the engagement involves pending proceedings before a court or tribunal. Upon termination of the engagement, VMS will remain responsible for payment

9. Limitation of Scope; No Guarantee of Outcome This engagement is limited to the scope described in Section 1 of this Letter. The Firm's representation of VMS in this matter does not extend to any other legal matters, transactions, disputes, or regulatory proceedings, whether currently existing or arising in the future, unless the Firm is separately engaged in writing to provide legal services with respect to any su

10. Document Retention Upon the conclusion of this engagement, the Firm will retain the engagement file (including all correspondence, work product, notes, memoranda, and related materials) in accordance with the Firm's document retention policies. The Firm's current document retention policies generally provide for the retention of closed engagement files for a period of seven (7) years following the date on which t

11. Acceptance and Execution If the foregoing terms and conditions are acceptable to VMS, we respectfully request that you indicate VMS's acceptance by signing and returning a copy of this Letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to rachel.bernstein@calderwoodharkness.com, with a hard copy to follow by mail to the Firm's address set forth ab