1007-00001 · Vantage Mobility Systems Corp · Engagement

engagement-letter-vms.docx DOCUMENT Finance & Banking

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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue, 31st Floor New York, NY 10022 Tel: (212) 554-7000

Fax: (212) 554-7001

www.calderwoodharkness.com

May 19, 2025

VIA EMAIL AND OVERNIGHT DELIVERY

Derek Wainwright, Esq. General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326

Dear Mr. Wainwright:

We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Vantage Mobility Systems Corp., a Delaware corporation ("VMS" or the "Company"), and to set forth the scope of our representation, the fee arrangements, and other terms and conditions governing our relationship. We ask that you review this engagement letter carefully and, if the terms are acceptable, execute and return a copy to us at your earliest convenience.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP is pleased to confirm its engagement by VMS in connection with the documentation and closing of a $45,000,000 Senior Secured Revolving Credit Facility (the "Facility"). The Facility is to be arranged by Pinnacle National Bank, N.A. ("Pinnacle"), acting as Sole Lead Arranger, Sole Bookrunner, Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, with a three-lender syndicate consisting of Pinnacle, Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC (collectively, the "Lenders"). The Firm will serve as borrower's counsel to VMS in connection with the Facility.

The purpose of the Facility, as described in the commitment letter executed on May 16, 2025, is to finance tooling capital expenditures associated with new and replacement program launches for VMS's original equipment manufacturer ("OEM") customer base. In addition, the Facility will be available for general corporate purposes, subject to a twenty-five percent (25%) sublimit on borrowings applied to general corporate use. We understand that VMS is a portfolio company of Ridgecrest Capital Partners, LP ("Ridgecrest" or the "Sponsor"), and that Ridgecrest Automotive Holdings, LLC serves as the direct parent and holding company of VMS.

The scope of work to be performed by the Firm under this engagement specifically includes the following:

(a) Credit Agreement. Drafting and negotiating the Credit Agreement, including all schedules, exhibits, and annexes thereto, reflecting the terms set forth in the commitment letter and the related term sheet, and all ancillary loan documents contemplated thereby, including promissory notes, borrowing notices, compliance certificates, and other operational documents required under the Facility.

(b) Guarantee and Collateral Agreement. Drafting the Guarantee and Collateral Agreement to be entered into by VMS and any subsidiary guarantors in favor of Pinnacle as Collateral Agent for the benefit of the Lenders, providing for a first-priority security interest in substantially all assets of VMS and the guarantors, including accounts receivable, inventory, equipment, general intangibles, intellectual property, and other personal property.

(c) Intercreditor Agreement. Reviewing and negotiating the Intercreditor Agreement, which will be an equal-priority intercreditor agreement between the Facility and the existing first-lien term loan outstanding under the Existing Credit Agreement dated March 15, 2022, among VMS, Pinnacle (as administrative agent), and the lenders party thereto (the "Existing Credit Agreement"). The Intercreditor Agreement will allocate rights and priorities between the two first-lien facilities and govern enforcement rights, standstill provisions, and proceeds-sharing arrangements.

(d) Sponsor Limited Guarantee. Reviewing and commenting on the Sponsor Limited Guarantee to be provided by Ridgecrest Automotive Holdings, LLC in favor of Pinnacle as Administrative Agent, which guarantee is expected to be capped at $5,000,000 and limited to certain specified obligations under the Credit Agreement.

(e) UCC-1 Financing Statements. Preparing UCC-1 financing statements for filing with the Delaware Secretary of State (as the jurisdiction of organization of VMS) and the Michigan Department of State (as the jurisdiction where certain collateral may be located or where filing may be required), and conducting appropriate lien searches in connection therewith.

(f) IP Security Agreements. Preparing intellectual property security agreements (covering patents, trademarks, and any other registrable intellectual property of VMS) for filing with the United States Patent and Trademark Office ("USPTO"), as necessary to perfect the Lenders' security interest in such intellectual property.

(g) Deposit Account Control Agreements. Reviewing and advising on deposit account control agreements ("DACAs") to be entered into among VMS, the applicable depository bank (Lakeshore Trust Company), and Pinnacle as Collateral Agent, in order to provide the Lenders with control over deposit accounts maintained by VMS at Lakeshore Trust Company.

(h) Closing Deliverables. Preparing closing deliverables, including the Secretary's Certificate (attaching certified copies of VMS's certificate of incorporation, bylaws, and board resolutions authorizing the Facility), the Officer's Closing Certificate (certifying the accuracy of representations and warranties and the absence of defaults as of the closing date), and the Funds Flow Memorandum detailing the disbursement of loan proceeds on the closing date.

(i) Legal Opinion. Delivering the Borrower's Counsel legal opinion at closing, which opinion will cover corporate authorization of VMS to enter into the Facility documentation, enforceability of the loan documents under the laws of the State of New York, no-conflicts with VMS's organizational documents and applicable law, and UCC perfection of the security interests granted under the Guarantee and Collateral Agreement.

(j) Closing Checklist. Preparing and maintaining a comprehensive Closing Checklist identifying all documents, certificates, filings, and other deliverables required in connection with the closing of the Facility, and updating the Closing Checklist as the transaction progresses.

(k) Coordination with Lenders' Counsel. Coordinating with Hargrove, Stein & Calloway LLP, counsel to Pinnacle and the Lender syndicate, on the negotiation and finalization of the Facility documentation, the resolution of open issues, and the logistics of closing.

The Facility is governed by, and all documentation in connection therewith will be prepared under, the laws of the State of New York. The targeted closing date for the Facility is June 30, 2025, and the Firm will use commercially reasonable efforts to deliver its work product in a manner consistent with that timeline, subject to the cooperation of VMS, the Lenders, and their respective counsel.

2. Scope Limitations and Exclusions

The engagement described in Section 1 is limited to the documentation and closing of the Facility. Our representation does not extend to, and VMS should not rely upon the Firm for advice in connection with, the following matters, which are expressly excluded from the scope of this engagement:

(a) Regulatory Matters. Regulatory advice regarding the Office of the Comptroller of the Currency ("OCC"), the Federal Reserve, the Federal Deposit Insurance Corporation, or any other banking or financial regulatory authority, including any regulatory approvals or compliance obligations of the Lenders.

(b) Tax Advice. Tax advice of any nature, including federal, state, local, or foreign income tax, franchise tax, sales and use tax, transfer tax, or withholding tax matters. VMS should consult with its own tax advisors regarding the tax implications of the Facility and the transactions contemplated thereby.

(c) Existing Credit Agreement. Any advice relating to the Existing Credit Agreement dated March 15, 2022, including the interpretation, enforcement, amendment, or waiver of any provision thereof, except as is strictly necessary for the purpose of coordinating the Intercreditor Agreement with the terms and conditions of the Existing Credit Agreement.

(d) Environmental, Employment, Real Property, and ERISA Matters. Advice concerning environmental law and compliance, employment and labor matters, real property title, survey, zoning, or environmental site assessments, or matters arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or related pension or benefit plan matters.

(e) Post-Closing Matters. Any future amendments, restatements, supplements, waivers, consents, forbearances, or workouts under the Facility following the closing date, unless the Firm is separately engaged in writing to perform such services.

(f) Litigation and Disputes. Representation in any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or related to the Facility, the Credit Agreement, or any of the ancillary loan documents.

We wish to make clear that the Firm represents only VMS in its capacity as borrower under the Facility. The Firm does not represent, and this engagement does not create an attorney-client relationship with, Ridgecrest Capital Partners, LP, Ridgecrest Automotive Holdings, LLC, any subsidiary or affiliate of VMS, or any officer, director, employee, or equityholder of VMS in their individual capacities. If any such entity or person requires separate legal counsel in connection with the Facility or any related matter, we recommend that they engage independent counsel.

3. Engagement Team

The Firm has assembled the following team to handle this engagement:

Responsible Partner: Claudia Merritt, Partner, Banking & Finance Practice Group. Ms. Merritt will have overall responsibility for the engagement, including the client relationship, strategic direction, and quality of all work product delivered to VMS. Ms. Merritt will participate in key negotiations and will review all principal documents prior to delivery.

Billing Partner: Ian Blackwood, Partner, Banking & Finance Practice Group. Mr. Blackwood will be responsible for billing, fee arrangements, and the financial administration of the engagement, including the preparation and review of invoices and the monitoring of fees against the Fee Cap described in Section 4 below.

Lead Associate: Marcus Leung, Banking & Finance Practice Group. Mr. Leung will be responsible for the day-to-day management of the engagement, including the drafting of documents, the coordination of negotiations with Hargrove, Stein & Calloway LLP, the management of due diligence, and the preparation of closing deliverables.

Working Associate: Sophie Tremblay, Banking & Finance Practice Group. Ms. Tremblay will support the engagement by assisting with drafting, managing the Closing Checklist, preparing ancillary documents (including UCC-1 financing statements, IP security agreements, and the Secretary's Certificate), and coordinating filings.

Additional attorneys, paralegals, or other support staff may be assigned to the engagement as needed to ensure timely and efficient completion of the work. VMS will be informed of any material changes to the core engagement team identified above. Should VMS have any concerns about staffing, we encourage you to raise them promptly with Claudia Merritt.

For day-to-day matters, including the exchange of document drafts, scheduling of calls, and coordination of closing logistics, VMS's primary point of contact at the Firm will be Marcus Leung. For substantive legal questions and strategic issues relating to the Facility, VMS should contact Claudia Merritt directly.

4. Fees and Billing Arrangements

4.1 Hourly Rates

The Firm's current standard hourly rates applicable to this engagement are as follows:

Paralegal and legal assistant time, if applicable, will be billed at the Firm's then-current rates, which currently fall within the range of $350 to $450 per hour depending on the experience and seniority of the individual. The hourly rates set forth above are subject to annual adjustment in accordance with the Firm's standard rate-setting process; provided, however, that the rates applicable to this engagement will not be adjusted during the term of this engagement unless the engagement extends beyond December 31, 2025.

4.2 Fee Cap

Notwithstanding the hourly rate structure described in Section 4.1 above, the aggregate documentation fees charged by the Firm for this engagement shall not exceed One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Fee Cap"). The Fee Cap represents the maximum amount that will be billed for professional services (i.e., attorney and paralegal time) in connection with the engagement.

The Fee Cap is exclusive of disbursements, expenses, and any charges described in Section 4.3 below, which will be billed separately. The Fee Cap covers all work described in Section 1, from the opening of the engagement through and including the closing of the Facility, which is currently targeted for June 30, 2025.

In the event that (i) the closing of the Facility is delayed beyond September 30, 2025, or (ii) the scope of the engagement materially changes from that described in Section 1, the Firm reserves the right to discuss an adjustment to the Fee Cap with VMS. For the avoidance of doubt, a material change in scope shall include, without limitation, additional documentation requests by the Lenders or their counsel that are not reasonably contemplated by the term sheet or commitment letter as of the date hereof, material changes to the structure of the Facility (including, for example, the addition of a term loan tranche, a change in the collateral package, or a restructuring of the guarantee arrangements), or the addition of new lenders to the syndicate beyond the current three-lender group. Any adjustment to the Fee Cap will require the prior written agreement of VMS and the Firm.

4.3 Disbursements and Expenses

In addition to professional fees, VMS will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Reimbursable disbursements and expenses include, but are not limited to, the following:

(a) Filing fees, including UCC-1 filing fees with the Delaware Secretary of State and the Michigan Department of State, USPTO filing fees for IP security agreements, and fees for good standing certificates, certified copies, and lien searches;

(b) Online research charges, including charges for legal databases such as Westmark Data Systems and Sundial Solutions, to the extent incurred in connection with work performed for VMS;

(d) Travel expenses, if required in connection with the engagement, including airfare (at coach class), reasonable hotel accommodations, ground transportation, and meals, in each case subject to the Firm's standard travel expense policy;

(e) Photocopying and document production costs, including costs associated with the reproduction and binding of closing binders; and

(f) Closing expenses, including notary fees and other charges directly attributable to the closing of the Facility.

Based on our experience with transactions of this nature and size, we estimate that total disbursements for this engagement will be in the range of $5,000 to $10,000. We will endeavor to keep disbursements to a minimum and will consult with VMS before incurring any single disbursement in excess of $1,000 (excluding routine filing fees).

4.4 Billing and Payment

The Firm will render monthly invoices to VMS for professional fees and disbursements incurred during the preceding calendar month. The first invoice is expected to be rendered in June 2025, reflecting services performed during the month of May 2025 and the initial period of the engagement.

Payment of each invoice is due within thirty (30) days of the date of such invoice. Invoices will contain reasonable detail regarding the nature of services performed, the identity of the attorneys and other timekeepers performing such services, the time spent by each timekeeper, and the applicable hourly rate. Time entries will be described in sufficient detail to enable VMS to evaluate the reasonableness of the charges.

All invoices shall be sent to:

Derek Wainwright, Esq. General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326

with a copy to:

Linda S. Nakamura Chief Financial Officer Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326

VMS may, at any time, designate an alternative delivery method for invoices, including an electronic billing portal or email address, by providing written notice to the Firm. The Firm will comply with reasonable electronic billing requirements of VMS, including submission through any third-party e-billing platform that VMS may utilize.

4.5 Payment of Third-Party Fees

We note for the avoidance of doubt that VMS, as borrower under the Facility, is expected to bear certain fees and expenses payable to third parties in connection with the closing of the Facility. These obligations are set forth in the commitment letter executed on May 16, 2025, and include, among other items:

(a) The legal fees and disbursements of Hargrove, Stein & Calloway LLP, counsel to Pinnacle and the Lender syndicate;

(b) The upfront fee of $450,000 payable to the Lenders at closing;

(d) The annual administrative agent fee of $75,000 payable to Pinnacle as Administrative Agent; and

(e) Other closing costs, including title insurance premiums, appraisal fees, and similar charges, as set forth in the commitment letter.

These third-party fees and expenses are not included in, and are entirely separate from, the C&H Fee Cap. The Firm's fees under this engagement letter are independent of VMS's obligations to pay such third-party fees and expenses, and VMS's obligation to pay the Firm's fees is not contingent upon or affected by the status of any such third-party payments.

5. Confidentiality

The Firm will maintain the confidentiality of all information provided by VMS, its officers, directors, employees, agents, and advisors in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party without VMS's prior consent, except to the extent that disclosure is:

(a) required by applicable law, regulation, court order, or subpoena;

(b) required by professional regulatory requirements, including the rules of professional conduct governing the Firm's attorneys;

(c) necessary in the ordinary course of performing services under this engagement, including, without limitation, the sharing of information with Hargrove, Stein & Calloway LLP in connection with the negotiation and documentation of the Facility, or the provision of information to filing offices (such as the Delaware Secretary of State, the Michigan Department of State, and the USPTO) in connection with UCC filings and other public filings contemplated by the engagement; or

(d) authorized by VMS in writing.

The Firm's obligation of confidentiality as described in this Section 5 shall survive the termination or conclusion of this engagement and shall continue in full force and effect regardless of the reason for termination.

6. Conflicts of Interest

The Firm has conducted a conflicts check with respect to this engagement based on the information currently available to it, including the identities of VMS, Ridgecrest Capital Partners, LP, Ridgecrest Automotive Holdings, LLC, Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., Ironbridge Capital Finance, LLC, and Hargrove, Stein & Calloway LLP. Based on the results of that conflicts check, the Firm is not aware of any conflict of interest that would prevent or limit its ability to represent VMS in connection with the Facility documentation.

We wish to disclose, however, that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a broad range of clients across numerous industries and practice areas. The Firm may from time to time represent other clients, including financial institutions, private equity sponsors, and their respective portfolio companies and affiliates, in matters that are unrelated to this engagement. By executing this engagement letter, VMS acknowledges and consents to such representations, provided that they do not involve the Facility or any matter that is directly adverse to VMS in connection with the Facility. This consent does not extend to any representation that would involve the assertion of a claim against VMS, the defense of a claim by VMS, or the negotiation of a transaction in which the interests of another client are directly opposed to those of VMS with respect to the Facility.

If, during the course of this engagement, the Firm becomes aware of any actual or potential conflict of interest that may affect its ability to continue representing VMS, the Firm will promptly notify VMS and take appropriate steps in accordance with the applicable rules of professional conduct, which may include, depending on the circumstances, obtaining informed written consent from the affected parties, implementing an ethical screen within the Firm, or, if necessary, withdrawing from the engagement.

7. Document Retention

Upon the conclusion of this engagement, whether by closing of the Facility, termination, or otherwise, the Firm will retain the engagement files (including electronic and paper files) in accordance with its document retention policies. The Firm's current policy provides for a minimum retention period of seven (7) years from the closing date of the Facility (or, if the engagement is terminated prior to closing, seven years from the date of termination).

Notwithstanding the foregoing, VMS should maintain its own copies of all original documents, executed agreements, closing deliverables, and other materials received from the Firm or generated in connection with the Facility. The Firm's retention of engagement files is for the Firm's own records and does not relieve VMS of the obligation to maintain its own files.

Following the expiration of the retention period, the Firm may, upon not less than sixty (60) days' prior written notice to VMS (at VMS's last known address), destroy or dispose of engagement files without further obligation to VMS. If VMS requests the return of any documents or files prior to or following the expiration of the retention period, the Firm will make commercially reasonable efforts to comply with such request, and VMS shall bear any costs associated with the retrieval, copying, and delivery of such files.

8. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by VMS shall be effective upon the Firm's receipt of written notice. Termination by the Firm shall be effective upon VMS's receipt of written notice, subject to the Firm's professional obligations to provide reasonable notice and to avoid material prejudice to VMS's interests.

In the event of termination, VMS shall be responsible for payment of all fees earned and disbursements incurred by the Firm through the date of termination, subject to the Fee Cap. If the engagement is terminated prior to the completion of the work described in Section 1, the Fee Cap shall be applied on a pro rata basis in proportion to the services rendered through the date of termination relative to the total scope of services contemplated by the engagement.

Upon termination, the Firm will take reasonable steps to protect VMS's interests, including cooperating in the orderly transition of the matter to successor counsel (if any), providing copies of work product and files to VMS or its successor counsel, and complying with any applicable court or regulatory requirements regarding withdrawal of counsel. VMS shall reimburse the Firm for reasonable costs incurred in connection with such transition.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to VMS and its affiliates, successors, and assigns arising from or related to the services performed (or failed to be performed) under this engagement, whether based on contract, tort, negligence, strict liability, professional malpractice, or any other legal or equitable theory, shall not exceed the total amount of professional fees actually paid by VMS to the Firm under this engagement letter.

In no event shall the Firm be liable to VMS or any other person or entity for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, loss of business opportunity, diminution in value, or loss of data, arising from or related to this engagement, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the form of action.

Nothing in this Section 9 shall be construed to limit or restrict the Firm's liability for fraud, willful misconduct, or gross negligence, or to limit any rights or remedies that may not be waived or limited under applicable law or the rules of professional conduct.

10. Governing Law and Dispute Resolution

This engagement letter and the relationship between the Firm and VMS shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the services provided hereunder, or the breach, termination, or validity hereof, shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator mutually agreed upon by the parties (or, failing agreement, appointed in accordance with such rules). The arbitrator shall have the authority to award any remedy available under applicable law, subject to the limitations set forth in Section 9. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Alternatively, the parties may agree in writing to resolve any such dispute through mediation or other mutually agreed-upon dispute resolution mechanism prior to or in lieu of arbitration.

Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that the claims or defenses of the non-prevailing party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.

11. Entire Agreement and Amendments

This engagement letter, together with the Calderwood & Harkness LLP Standard Terms of Business enclosed herewith and incorporated herein by reference, constitutes the entire agreement between the Firm and VMS with respect to the subject matter hereof and sets forth the complete understanding of the parties regarding the terms and conditions of the Firm's engagement. This engagement letter supersedes all prior discussions, negotiations, understandings, proposals, and agreements, whether written or oral, between the Firm and VMS relating to the engagement described herein.

This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Firm and VMS. No waiver of any provision of this engagement letter shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of either party to enforce any provision of this engagement letter shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.

12. Acceptance and Counterparts

We respectfully request that VMS acknowledge and accept the terms of this engagement letter by having an authorized representative sign and return a copy to the Firm at the address set forth above, or by electronic means as described below.

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered by electronic means, including by Portable Document Format (PDF) transmission via email or through the DocuSign electronic signature platform, and any such electronically delivered counterpart shall have the same legal force and effect as an original ink-signed counterpart.

This engagement shall be deemed effective as of May 19, 2025, the date first written above, regardless of the date on which VMS executes and returns this letter.

We look forward to working with you and the VMS team on this matter. Please do not hesitate to contact Claudia Merritt at (212) 554-7120 or cmerritt@calderwoodharkness.com, or Marcus Leung at (212) 554-7245 or mleung@calderwoodharkness.com, with any questions regarding this engagement letter or the Facility documentation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner, Banking & Finance Practice Group

By: ________

Name: Ian Blackwood

Title: Partner, Banking & Finance Practice Group

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this engagement letter on behalf of the Company, and accepts and agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND ACCEPTED:

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Derek Wainwright

Title: General Counsel

Date: ________

Enclosure: Calderwood & Harkness LLP Standard Terms of Business (incorporated herein by reference)

Timekeeper Category	Hourly Rate
Partners	$1,350
Associates	$850
Paralegals / Legal Assistants	$350 – $450

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 31st Floor New York, NY 10022 Tel: (212) 554-7000
Fax: (212) 554-7001
www.calderwoodharkness.com
May 19, 2025
VIA EMAIL AND OVERNIGHT DELIVERY
Derek Wainwright, Esq. General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326
Dear Mr. Wainwright:
We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Vantage Mobility Systems Corp., a Delaware corporation ("VMS" or the "Company"), and to set forth the scope of our representation, the fee arrangements, and other terms and conditions governing our relationship. We ask that you review this engagement letter carefully and, if the terms are acceptable, execute and return a copy to us at your earliest convenience.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP is pleased to confirm its engagement by VMS in connection with the documentation and closing of a $45,000,000 Senior Secured Revolving Credit Facility (the "Facility"). The Facility is to be arranged by Pinnacle National Bank, N.A. ("Pinnacle"), acting as Sole Lead Arranger, Sole Bookrunner, Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, with a three-lender syndicate consisting of Pinnacle, Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC (collectively, the "Lenders"). The Firm will serve as borrower's counsel to VMS in connection with the Facility.
The purpose of the Facility, as described in the commitment letter executed on May 16, 2025, is to finance tooling capital expenditures associated with new and replacement program launches for VMS's original equipment manufacturer ("OEM") customer base. In addition, the Facility will be available for general corporate purposes, subject to a twenty-five percent (25%) sublimit on borrowings applied to general corporate use. We understand that VMS is a portfolio company of Ridgecrest Capital Partners, LP ("Ridgecrest" or the "Sponsor"), and that Ridgecrest Automotive Holdings, LLC serves as the direct parent and holding company of VMS.
The scope of work to be performed by the Firm under this engagement specifically includes the following:
(a) Credit Agreement. Drafting and negotiating the Credit Agreement, including all schedules, exhibits, and annexes thereto, reflecting the terms set forth in the commitment letter and the related term sheet, and all ancillary loan documents contemplated thereby, including promissory notes, borrowing notices, compliance certificates, and other operational documents required under the Facility.
(b) Guarantee and Collateral Agreement. Drafting the Guarantee and Collateral Agreement to be entered into by VMS and any subsidiary guarantors in favor of Pinnacle as Collateral Agent for the benefit of the Lenders, providing for a first-priority security interest in substantially all assets of VMS and the guarantors, including accounts receivable, inventory, equipment, general intangibles, intellectual property, and other personal property.
(c) Intercreditor Agreement. Reviewing and negotiating the Intercreditor Agreement, which will be an equal-priority intercreditor agreement between the Facility and the existing first-lien term loan outstanding under the Existing Credit Agreement dated March 15, 2022, among VMS, Pinnacle (as administrative agent), and the lenders party thereto (the "Existing Credit Agreement"). The Intercreditor Agreement will allocate rights and priorities between the two first-lien facilities and govern enforcement rights, standstill provisions, and proceeds-sharing arrangements.
(d) Sponsor Limited Guarantee. Reviewing and commenting on the Sponsor Limited Guarantee to be provided by Ridgecrest Automotive Holdings, LLC in favor of Pinnacle as Administrative Agent, which guarantee is expected to be capped at $5,000,000 and limited to certain specified obligations under the Credit Agreement.
(e) UCC-1 Financing Statements. Preparing UCC-1 financing statements for filing with the Delaware Secretary of State (as the jurisdiction of organization of VMS) and the Michigan Department of State (as the jurisdiction where certain collateral may be located or where filing may be required), and conducting appropriate lien searches in connection therewith.
(f) IP Security Agreements. Preparing intellectual property security agreements (covering patents, trademarks, and any other registrable intellectual property of VMS) for filing with the United States Patent and Trademark Office ("USPTO"), as necessary to perfect the Lenders' security interest in such intellectual property.
(g) Deposit Account Control Agreements. Reviewing and advising on deposit account control agreements ("DACAs") to be entered into among VMS, the applicable depository bank (Lakeshore Trust Company), and Pinnacle as Collateral Agent, in order to provide the Lenders with control over deposit accounts maintained by VMS at Lakeshore Trust Company.
(h) Closing Deliverables. Preparing closing deliverables, including the Secretary's Certificate (attaching certified copies of VMS's certificate of incorporation, bylaws, and board resolutions authorizing the Facility), the Officer's Closing Certificate (certifying the accuracy of representations and warranties and the absence of defaults as of the closing date), and the Funds Flow Memorandum detailing the disbursement of loan proceeds on the closing date.
(i) Legal Opinion. Delivering the Borrower's Counsel legal opinion at closing, which opinion will cover corporate authorization of VMS to enter into the Facility documentation, enforceability of the loan documents under the laws of the State of New York, no-conflicts with VMS's organizational documents and applicable law, and UCC perfection of the security interests granted under the Guarantee and Collateral Agreement.
(j) Closing Checklist. Preparing and maintaining a comprehensive Closing Checklist identifying all documents, certificates, filings, and other deliverables required in connection with the closing of the Facility, and updating the Closing Checklist as the transaction progresses.
(k) Coordination with Lenders' Counsel. Coordinating with Hargrove, Stein & Calloway LLP, counsel to Pinnacle and the Lender syndicate, on the negotiation and finalization of the Facility documentation, the resolution of open issues, and the logistics of closing.
The Facility is governed by, and all documentation in connection therewith will be prepared under, the laws of the State of New York. The targeted closing date for the Facility is June 30, 2025, and the Firm will use commercially reasonable efforts to deliver its work product in a manner consistent with that timeline, subject to the cooperation of VMS, the Lenders, and their respective counsel.
2. Scope Limitations and Exclusions
The engagement described in Section 1 is limited to the documentation and closing of the Facility. Our representation does not extend to, and VMS should not rely upon the Firm for advice in connection with, the following matters, which are expressly excluded from the scope of this engagement:
(a) Regulatory Matters. Regulatory advice regarding the Office of the Comptroller of the Currency ("OCC"), the Federal Reserve, the Federal Deposit Insurance Corporation, or any other banking or financial regulatory authority, including any regulatory approvals or compliance obligations of the Lenders.
(b) Tax Advice. Tax advice of any nature, including federal, state, local, or foreign income tax, franchise tax, sales and use tax, transfer tax, or withholding tax matters. VMS should consult with its own tax advisors regarding the tax implications of the Facility and the transactions contemplated thereby.
(c) Existing Credit Agreement. Any advice relating to the Existing Credit Agreement dated March 15, 2022, including the interpretation, enforcement, amendment, or waiver of any provision thereof, except as is strictly necessary for the purpose of coordinating the Intercreditor Agreement with the terms and conditions of the Existing Credit Agreement.
(d) Environmental, Employment, Real Property, and ERISA Matters. Advice concerning environmental law and compliance, employment and labor matters, real property title, survey, zoning, or environmental site assessments, or matters arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or related pension or benefit plan matters.
(e) Post-Closing Matters. Any future amendments, restatements, supplements, waivers, consents, forbearances, or workouts under the Facility following the closing date, unless the Firm is separately engaged in writing to perform such services.
(f) Litigation and Disputes. Representation in any litigation, arbitration, mediation, or other dispute resolution proceeding arising from or related to the Facility, the Credit Agreement, or any of the ancillary loan documents.
We wish to make clear that the Firm represents only VMS in its capacity as borrower under the Facility. The Firm does not represent, and this engagement does not create an attorney-client relationship with, Ridgecrest Capital Partners, LP, Ridgecrest Automotive Holdings, LLC, any subsidiary or affiliate of VMS, or any officer, director, employee, or equityholder of VMS in their individual capacities. If any such entity or person requires separate legal counsel in connection with the Facility or any related matter, we recommend that they engage independent counsel.
3. Engagement Team
The Firm has assembled the following team to handle this engagement:
Responsible Partner: Claudia Merritt, Partner, Banking & Finance Practice Group. Ms. Merritt will have overall responsibility for the engagement, including the client relationship, strategic direction, and quality of all work product delivered to VMS. Ms. Merritt will participate in key negotiations and will review all principal documents prior to delivery.
Billing Partner: Ian Blackwood, Partner, Banking & Finance Practice Group. Mr. Blackwood will be responsible for billing, fee arrangements, and the financial administration of the engagement, including the preparation and review of invoices and the monitoring of fees against the Fee Cap described in Section 4 below.
Lead Associate: Marcus Leung, Banking & Finance Practice Group. Mr. Leung will be responsible for the day-to-day management of the engagement, including the drafting of documents, the coordination of negotiations with Hargrove, Stein & Calloway LLP, the management of due diligence, and the preparation of closing deliverables.
Working Associate: Sophie Tremblay, Banking & Finance Practice Group. Ms. Tremblay will support the engagement by assisting with drafting, managing the Closing Checklist, preparing ancillary documents (including UCC-1 financing statements, IP security agreements, and the Secretary's Certificate), and coordinating filings.
Additional attorneys, paralegals, or other support staff may be assigned to the engagement as needed to ensure timely and efficient completion of the work. VMS will be informed of any material changes to the core engagement team identified above. Should VMS have any concerns about staffing, we encourage you to raise them promptly with Claudia Merritt.
For day-to-day matters, including the exchange of document drafts, scheduling of calls, and coordination of closing logistics, VMS's primary point of contact at the Firm will be Marcus Leung. For substantive legal questions and strategic issues relating to the Facility, VMS should contact Claudia Merritt directly.
4. Fees and Billing Arrangements
4.1 Hourly Rates
The Firm's current standard hourly rates applicable to this engagement are as follows:
Paralegal and legal assistant time, if applicable, will be billed at the Firm's then-current rates, which currently fall within the range of $350 to $450 per hour depending on the experience and seniority of the individual. The hourly rates set forth above are subject to annual adjustment in accordance with the Firm's standard rate-setting process; provided, however, that the rates applicable to this engagement will not be adjusted during the term of this engagement unless the engagement extends beyond December 31, 2025.
4.2 Fee Cap
Notwithstanding the hourly rate structure described in Section 4.1 above, the aggregate documentation fees charged by the Firm for this engagement shall not exceed One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Fee Cap"). The Fee Cap represents the maximum amount that will be billed for professional services (i.e., attorney and paralegal time) in connection with the engagement.
The Fee Cap is exclusive of disbursements, expenses, and any charges described in Section 4.3 below, which will be billed separately. The Fee Cap covers all work described in Section 1, from the opening of the engagement through and including the closing of the Facility, which is currently targeted for June 30, 2025.
In the event that (i) the closing of the Facility is delayed beyond September 30, 2025, or (ii) the scope of the engagement materially changes from that described in Section 1, the Firm reserves the right to discuss an adjustment to the Fee Cap with VMS. For the avoidance of doubt, a material change in scope shall include, without limitation, additional documentation requests by the Lenders or their counsel that are not reasonably contemplated by the term sheet or commitment letter as of the date hereof, material changes to the structure of the Facility (including, for example, the addition of a term loan tranche, a change in the collateral package, or a restructuring of the guarantee arrangements), or the addition of new lenders to the syndicate beyond the current three-lender group. Any adjustment to the Fee Cap will require the prior written agreement of VMS and the Firm.
4.3 Disbursements and Expenses
In addition to professional fees, VMS will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Reimbursable disbursements and expenses include, but are not limited to, the following:
(a) Filing fees, including UCC-1 filing fees with the Delaware Secretary of State and the Michigan Department of State, USPTO filing fees for IP security agreements, and fees for good standing certificates, certified copies, and lien searches;
(b) Online research charges, including charges for legal databases such as Westmark Data Systems and Sundial Solutions, to the extent incurred in connection with work performed for VMS;
(c) Courier, overnight delivery (e.g., Severin Partners LLC, Halcyon Partners LLC), and postage charges;
(d) Travel expenses, if required in connection with the engagement, including airfare (at coach class), reasonable hotel accommodations, ground transportation, and meals, in each case subject to the Firm's standard travel expense policy;
(e) Photocopying and document production costs, including costs associated with the reproduction and binding of closing binders; and
(f) Closing expenses, including notary fees and other charges directly attributable to the closing of the Facility.
Based on our experience with transactions of this nature and size, we estimate that total disbursements for this engagement will be in the range of $5,000 to $10,000. We will endeavor to keep disbursements to a minimum and will consult with VMS before incurring any single disbursement in excess of $1,000 (excluding routine filing fees).
4.4 Billing and Payment
The Firm will render monthly invoices to VMS for professional fees and disbursements incurred during the preceding calendar month. The first invoice is expected to be rendered in June 2025, reflecting services performed during the month of May 2025 and the initial period of the engagement.
Payment of each invoice is due within thirty (30) days of the date of such invoice. Invoices will contain reasonable detail regarding the nature of services performed, the identity of the attorneys and other timekeepers performing such services, the time spent by each timekeeper, and the applicable hourly rate. Time entries will be described in sufficient detail to enable VMS to evaluate the reasonableness of the charges.
All invoices shall be sent to:
Derek Wainwright, Esq. General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326
with a copy to:
Linda S. Nakamura Chief Financial Officer Vantage Mobility Systems Corp. 4100 Industrial Parkway Auburn Hills, MI 48326
VMS may, at any time, designate an alternative delivery method for invoices, including an electronic billing portal or email address, by providing written notice to the Firm. The Firm will comply with reasonable electronic billing requirements of VMS, including submission through any third-party e-billing platform that VMS may utilize.
4.5 Payment of Third-Party Fees
We note for the avoidance of doubt that VMS, as borrower under the Facility, is expected to bear certain fees and expenses payable to third parties in connection with the closing of the Facility. These obligations are set forth in the commitment letter executed on May 16, 2025, and include, among other items:
(a) The legal fees and disbursements of Hargrove, Stein & Calloway LLP, counsel to Pinnacle and the Lender syndicate;
(b) The upfront fee of $450,000 payable to the Lenders at closing;
(c) The arrangement fee of $125,000 payable to Pinnacle as Sole Lead Arranger at closing;
(d) The annual administrative agent fee of $75,000 payable to Pinnacle as Administrative Agent; and
(e) Other closing costs, including title insurance premiums, appraisal fees, and similar charges, as set forth in the commitment letter.
These third-party fees and expenses are not included in, and are entirely separate from, the C&H Fee Cap. The Firm's fees under this engagement letter are independent of VMS's obligations to pay such third-party fees and expenses, and VMS's obligation to pay the Firm's fees is not contingent upon or affected by the status of any such third-party payments.
5. Confidentiality
The Firm will maintain the confidentiality of all information provided by VMS, its officers, directors, employees, agents, and advisors in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. The Firm will not disclose confidential information to any third party without VMS's prior consent, except to the extent that disclosure is:
(a) required by applicable law, regulation, court order, or subpoena;
(b) required by professional regulatory requirements, including the rules of professional conduct governing the Firm's attorneys;
(c) necessary in the ordinary course of performing services under this engagement, including, without limitation, the sharing of information with Hargrove, Stein & Calloway LLP in connection with the negotiation and documentation of the Facility, or the provision of information to filing offices (such as the Delaware Secretary of State, the Michigan Department of State, and the USPTO) in connection with UCC filings and other public filings contemplated by the engagement; or
(d) authorized by VMS in writing.
The Firm's obligation of confidentiality as described in this Section 5 shall survive the termination or conclusion of this engagement and shall continue in full force and effect regardless of the reason for termination.
6. Conflicts of Interest
The Firm has conducted a conflicts check with respect to this engagement based on the information currently available to it, including the identities of VMS, Ridgecrest Capital Partners, LP, Ridgecrest Automotive Holdings, LLC, Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., Ironbridge Capital Finance, LLC, and Hargrove, Stein & Calloway LLP. Based on the results of that conflicts check, the Firm is not aware of any conflict of interest that would prevent or limit its ability to represent VMS in connection with the Facility documentation.
We wish to disclose, however, that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a broad range of clients across numerous industries and practice areas. The Firm may from time to time represent other clients, including financial institutions, private equity sponsors, and their respective portfolio companies and affiliates, in matters that are unrelated to this engagement. By executing this engagement letter, VMS acknowledges and consents to such representations, provided that they do not involve the Facility or any matter that is directly adverse to VMS in connection with the Facility. This consent does not extend to any representation that would involve the assertion of a claim against VMS, the defense of a claim by VMS, or the negotiation of a transaction in which the interests of another client are directly opposed to those of VMS with respect to the Facility.
If, during the course of this engagement, the Firm becomes aware of any actual or potential conflict of interest that may affect its ability to continue representing VMS, the Firm will promptly notify VMS and take appropriate steps in accordance with the applicable rules of professional conduct, which may include, depending on the circumstances, obtaining informed written consent from the affected parties, implementing an ethical screen within the Firm, or, if necessary, withdrawing from the engagement.
7. Document Retention
Upon the conclusion of this engagement, whether by closing of the Facility, termination, or otherwise, the Firm will retain the engagement files (including electronic and paper files) in accordance with its document retention policies. The Firm's current policy provides for a minimum retention period of seven (7) years from the closing date of the Facility (or, if the engagement is terminated prior to closing, seven years from the date of termination).
Notwithstanding the foregoing, VMS should maintain its own copies of all original documents, executed agreements, closing deliverables, and other materials received from the Firm or generated in connection with the Facility. The Firm's retention of engagement files is for the Firm's own records and does not relieve VMS of the obligation to maintain its own files.
Following the expiration of the retention period, the Firm may, upon not less than sixty (60) days' prior written notice to VMS (at VMS's last known address), destroy or dispose of engagement files without further obligation to VMS. If VMS requests the return of any documents or files prior to or following the expiration of the retention period, the Firm will make commercially reasonable efforts to comply with such request, and VMS shall bear any costs associated with the retrieval, copying, and delivery of such files.
8. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination by VMS shall be effective upon the Firm's receipt of written notice. Termination by the Firm shall be effective upon VMS's receipt of written notice, subject to the Firm's professional obligations to provide reasonable notice and to avoid material prejudice to VMS's interests.
In the event of termination, VMS shall be responsible for payment of all fees earned and disbursements incurred by the Firm through the date of termination, subject to the Fee Cap. If the engagement is terminated prior to the completion of the work described in Section 1, the Fee Cap shall be applied on a pro rata basis in proportion to the services rendered through the date of termination relative to the total scope of services contemplated by the engagement.
Upon termination, the Firm will take reasonable steps to protect VMS's interests, including cooperating in the orderly transition of the matter to successor counsel (if any), providing copies of work product and files to VMS or its successor counsel, and complying with any applicable court or regulatory requirements regarding withdrawal of counsel. VMS shall reimburse the Firm for reasonable costs incurred in connection with such transition.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to VMS and its affiliates, successors, and assigns arising from or related to the services performed (or failed to be performed) under this engagement, whether based on contract, tort, negligence, strict liability, professional malpractice, or any other legal or equitable theory, shall not exceed the total amount of professional fees actually paid by VMS to the Firm under this engagement letter.
In no event shall the Firm be liable to VMS or any other person or entity for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, loss of business opportunity, diminution in value, or loss of data, arising from or related to this engagement, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the form of action.
Nothing in this Section 9 shall be construed to limit or restrict the Firm's liability for fraud, willful misconduct, or gross negligence, or to limit any rights or remedies that may not be waived or limited under applicable law or the rules of professional conduct.
10. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Firm and VMS shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the services provided hereunder, or the breach, termination, or validity hereof, shall be resolved by binding arbitration administered in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator mutually agreed upon by the parties (or, failing agreement, appointed in accordance with such rules). The arbitrator shall have the authority to award any remedy available under applicable law, subject to the limitations set forth in Section 9. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Alternatively, the parties may agree in writing to resolve any such dispute through mediation or other mutually agreed-upon dispute resolution mechanism prior to or in lieu of arbitration.
Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that the claims or defenses of the non-prevailing party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.
11. Entire Agreement and Amendments
This engagement letter, together with the Calderwood & Harkness LLP Standard Terms of Business enclosed herewith and incorporated herein by reference, constitutes the entire agreement between the Firm and VMS with respect to the subject matter hereof and sets forth the complete understanding of the parties regarding the terms and conditions of the Firm's engagement. This engagement letter supersedes all prior discussions, negotiations, understandings, proposals, and agreements, whether written or oral, between the Firm and VMS relating to the engagement described herein.
This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Firm and VMS. No waiver of any provision of this engagement letter shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of either party to enforce any provision of this engagement letter shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.
12. Acceptance and Counterparts
We respectfully request that VMS acknowledge and accept the terms of this engagement letter by having an authorized representative sign and return a copy to the Firm at the address set forth above, or by electronic means as described below.
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered by electronic means, including by Portable Document Format (PDF) transmission via email or through the DocuSign electronic signature platform, and any such electronically delivered counterpart shall have the same legal force and effect as an original ink-signed counterpart.
This engagement shall be deemed effective as of May 19, 2025, the date first written above, regardless of the date on which VMS executes and returns this letter.
We look forward to working with you and the VMS team on this matter. Please do not hesitate to contact Claudia Merritt at (212) 554-7120 or cmerritt@calderwoodharkness.com, or Marcus Leung at (212) 554-7245 or mleung@calderwoodharkness.com, with any questions regarding this engagement letter or the Facility documentation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner, Banking & Finance Practice Group
By: ________
Name: Ian Blackwood
Title: Partner, Banking & Finance Practice Group
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this engagement letter on behalf of the Company, and accepts and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND ACCEPTED:
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Derek Wainwright
Title: General Counsel
Date: ________
Enclosure: Calderwood & Harkness LLP Standard Terms of Business (incorporated herein by reference)
Timekeeper Category | Hourly Rate
Partners | $1,350
Associates | $850
Paralegals / Legal Assistants | $350 – $450

PRIVILEGED AND CONFIDENTIAL

VIA EMAIL AND OVERNIGHT DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND ACCEPTED:

VANTAGE MOBILITY SYSTEMS CORP.

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