Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," "Vantage," or the "Client"), to provide legal representation in connection with the matters described herein. We value the confidence that Vantage has placed in our Firm, and we are committed to delivering the highest quality legal counsel thr

2. Scope of Representation The Firm is engaged to advise VMS in connection with the negotiation, review, and execution of a Master Embedded Software License and Services Agreement (the "MESLSA") with Meridian Code Technologies, Inc., a California corporation ("MeridianCode" or "MCT"), for the licensing of embedded real-time operating system software marketed under the trade name ATLAS-RT™. It is our understanding tha

3. Matter Number and Internal Reference This engagement will be tracked within the Firm's internal systems under C&H Matter No. 1007-00008. All invoices, correspondence, memoranda, and internal records generated in connection with this engagement will reference this matter number. The Client is requested to reference Matter No. 1007-00008 in all communications with the Firm regarding this engagement, including withou

4. Engagement Team and Responsible Attorneys The Firm has assembled the following team of attorneys to staff this engagement. Each member of the team has been selected for their relevant experience and expertise in the areas of technology transactions, commercial contracts, and intellectual property licensing. Responsible Partner — Bernard Crawford. Mr. Crawford will serve as the partner with overall supervisory resp

5. Billing Rates and Fee Arrangements The Firm will bill the Client for legal services rendered in connection with this engagement on an hourly basis at the following standard rates, which are effective for calendar year 2022: Paralegal and legal assistant time, if applicable, will be billed at rates ranging from $225.00 to $350.00 per hour depending on the experience level and seniority of the individual performing

6. Billing and Payment Terms The Firm will issue monthly invoices for fees and disbursements incurred during the preceding calendar month. Invoices will be rendered in reasonable detail, including a description of the services performed, the identity of the timekeeper, the time expended, and the applicable billing rate. Invoices will be directed to Sandra M. Okafor, CFO, unless the Client directs otherwise in writing

7. Conflicts of Interest Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check in accordance with its standard internal procedures and the requirements of the Michigan Rules of Professional Conduct. The conflicts check encompassed VMS, MeridianCode Technologies, Inc. (Nasdaq: MCDT), Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and their respective known affiliates, off

8. Confidentiality and Privilege All communications between the Firm and the Client in connection with this engagement, including oral and written communications, memoranda, analyses, drafts, and other work product, are intended to be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm takes seriously its obligation to preserve the confi

9. Document Retention The Firm will maintain files related to this engagement, including correspondence, memoranda, drafts, research, and other work product, in accordance with the Firm's standard document retention policies. These policies comply with all applicable legal and ethical requirements governing the retention of client files and records. Upon the conclusion of the engagement, whether by completion, termin

10. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's ethical obligations under the Michigan Rules of Professional Conduct and any other applicable rules of professional conduct, including without limitation the Firm's obligation to provide reasonable notice of withdrawal, to tak

11. Limitation of Liability The Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Client to the Firm in connection with the specific matter giving rise to the claim. This limitation applies to all claims and

12. Governing Law This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's

13. Counterparty and Opposing Counsel Identification For the Firm's records and for purposes of ongoing conflicts monitoring, the Client has identified the following counterparty and opposing counsel in connection with the MESLSA transaction: Counterparty: Meridian Code Technologies, Inc. (Nasdaq: MCDT), a California corporation. Counterparty Counsel: Redstone Whitaker LLP, headquartered at 555 Mission Street, Suite

14. Client Contacts and Authorization The Firm understands that Martin G. Cross, General Counsel, is the primary Client contact for this engagement and is authorized to provide instructions, directions, and decisions to the Firm on behalf of VMS with respect to all aspects of the representation. Unless otherwise directed, the Firm will direct all substantive communications regarding the engagement to Mr. Cross. In ad

15. Acceptance and Execution We respectfully request that you review the terms set forth in this engagement letter and, if acceptable, execute and return a signed copy of this letter to the Firm. A duplicate original is enclosed for your records. Execution may be accomplished by signing in the space provided below and returning the signed copy by email (PDF) to Bernard Crawford at b.crawford@calderwoodharkness.com, w