Contract analysis

I. Purpose of Memorandum This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Vantage Mobility Systems Corp. ("VMS" or "Vantage") in connection with the negotiation, execution, and ongoing advisory work related to a Master Embedded Software License and Services Agreement (the "MESLSA

II. Description of the Proposed Engagement A. Client Identification The proposed client is identified as follows: Ownership Structure. VMS is a portfolio company of Kestrel Capital Partners, LP ("Ashgrove Equity Partners" or "BCP"), a Delaware limited partnership that serves as the private equity sponsor. Cobalt Ridge Partners GP, LLC, a Delaware limited liability company, serves as the general partner of Ashgrove Eq

III. Identification of Adverse and Related Parties Searched The following parties were identified in connection with the proposed engagement and searched against the Firm's conflicts database, as described in Section IV below. For each party, the search was conducted using all known names, short names, variants, ticker symbols (where applicable), employer identification numbers, and individual names. A. Adverse Party

I. Arbitration Forum Midwest Arbitration Institute (and all known variants: MAI) The Midwest Arbitration Institute is an institutional arbitration forum and is not a client, prospective client, or adverse party. It is included in the conflict search as a matter of completeness and best practice.

IV. Conflict Search Methodology The conflict search was conducted in accordance with the Firm's Conflicts Policy and encompassed the following procedures:

1. Firm Conflicts Database. All entity names, short names, known variants, ticker symbols (where applicable), employer identification numbers, and individual names identified in Section III above were searched against the Firm's proprietary conflicts database, which includes records of all current and former client relationships, adverse party records, and related-party indices maintained by the Firm across all offic

2. Active Matter Review. The search results were cross-referenced against the Firm's current active matter list and engagement records across all C&H offices, including the Detroit, New York, Chicago, Los Angeles, San Francisco, Washington, D.C., and London offices, to identify any currently active engagements involving any of the searched parties.

3. Subsidiary and Affiliate Search. The search encompassed all known subsidiaries, affiliates, and predecessor entities of each searched party, to the extent such information was available through the Firm's database, publicly available records (including SEC filings for MeridianCode), and information provided by VMS.

4. Financial Interest Disclosures. Given that the adverse party, Meridian Code Technologies, Inc., is publicly traded on the Nasdaq Stock Market under ticker symbol MCDT, the Firm's partner and associate financial interest disclosure records were reviewed to identify any engagement team member or Firm attorney with a personal financial interest in MCDT securities exceeding the Firm's de minimis threshold (currently d

5. Personnel Relationship Review. The engagement team members were individually consulted to confirm whether they have any personal, familial, or prior professional relationships with any individual or entity identified in Section III that could create an actual or apparent conflict of interest. The search was completed on the date of this memorandum, and the results are reported in Section V below. No limitations or

V. Results of Conflict Search The results of the conflict search are reported below, organized by searched party. For each party, the results include a summary of any matters identified, an assessment of whether any identified matter creates a disqualifying conflict, and any recommended conditions or prophylactic measures. A. Meridian Code Technologies, Inc. (Adverse Party) No current or former client relationship ha

VI. Engagement Team The following attorneys have been designated as the engagement team for this matter, subject to Conflicts Committee clearance: All engagement team members have been individually consulted and have confirmed the following: (a) No personal conflicts of interest with respect to any party or individual identified in Section III of this memorandum; (b) No ownership of MCDT securities or any other finan

VII. Scope-of-Representation and Privilege Considerations The engagement team's attention is drawn to the following scope-of-representation and privilege considerations, which are noted here for the Conflicts Committee's reference and for the engagement team's ongoing compliance. Client is VMS Only. Kestrel Capital Partners, LP is the private equity sponsor and majority equity holder of VMS, and Katherine "Kate" Drum

VIII. Conclusion and Recommendation Based on the comprehensive conflict search described in this memorandum, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Vantage Mobility Systems Corp. in Matter No. 1007-00008 — the proposed advisory and transactional engagement in connection with the MESLSA with Meridian Code Technolo

1. Ethical Screen — Pinnacle National Bank. The Firm shall implement an ethical screen to ensure that no attorney who participated in the closed Pinnacle National Bank regulatory advisory matter (Matter No. 1007-00008) is assigned to, or participates in, any aspect of the VMS engagement that involves credit facility covenant compliance, lender notifications, or any other interaction with Pinnacle National Bank, N.A.

2. MCDT Restricted Trading List. All engagement team members have been, and shall remain, on the Firm's restricted trading list for Meridian Code Technologies, Inc. (Nasdaq: MCDT) securities for the duration of the engagement. Any additional attorneys or staff who are subsequently added to the engagement team or who otherwise gain access to MNPI regarding MeridianCode shall be promptly added to the restricted list.

3. Supplemental Conflict Check — Commonwealth Surety & Insurance Co. If the scope of the VMS engagement expands at any time to include direct adversity against Commonwealth Surety & Insurance Co. — including, without limitation, coverage litigation, declaratory judgment proceedings, or bad faith claims in connection with Technology E&O Policy No. TEO-2022-7891 — a supplemental conflict check shall be conducted and su

4. Engagement Letter — Client Identification. The engagement letter for Matter No. 1007-00008 shall clearly and unambiguously state that Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. only, and that Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and all other Ashgrove Equity Partners-affiliated entities are not clients or co-clients of the Firm in connection with this engagement. Th

IX. Approval CONFLICTS COMMITTEE ACTION Matter No.: 1007-00008 Client: Vantage Mobility Systems Corp. Matter Description: Proposed Representation in Connection with Master Embedded Software License and Services Agreement with Meridian Code Technologies, Inc. Conflicts Committee Determination: APPROVED — Clearance granted, subject to the conditions stated herein and any additional conditions noted below. APPROVED WITH