1007-00001 · Vantage Mobility Systems Corp · Transaction Documents

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EXHIBIT A

FORM OF BORROWING REQUEST

to the Credit Agreement dated as of [_], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Vantage Mobility Systems Corp., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Lender and Swing Line Lender, and each Lender from time to time party thereto.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Pinnacle National Bank, N.A., as Administrative Agent 311 South Wacker Drive, Suite 3200 Chicago, IL 60606

Attention: [Insert name of Administrative Agent contact]

Date: [Insert date of Borrowing Request]

Ladies and Gentlemen:

Section 1. Request for Borrowing.

The undersigned, Vantage Mobility Systems Corp. (the "Borrower"), refers to the Credit Agreement and hereby gives notice of a Borrowing thereunder, and in that connection sets forth below the information relating to such Borrowing as required by Section [_] of the Credit Agreement:

(a) Requested Borrowing Date:

[Insert date of requested Borrowing (which shall be a Business Day)]

Instruction: The requested Borrowing Date shall be (i) in the case of a Term SOFR Borrowing, at least three (3) Business Days after the date of this Borrowing Request, or (ii) in the case of an ABR Borrowing, at least one (1) Business Day after the date of this Borrowing Request.

(b) Aggregate Principal Amount of Requested Borrowing:

$[Insert amount]

Instruction: The aggregate principal amount of the requested Borrowing shall be (i) in the case of a Term SOFR Borrowing, not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, or (ii) in the case of an ABR Borrowing, not less than $500,000 and in integral multiples of $100,000 in excess thereof.

Note: The aggregate principal amount of the requested Borrowing, together with all other Revolving Loans and Swing Line Loans then outstanding and the aggregate undrawn face amount of all outstanding Letters of Credit, shall not exceed the Aggregate Commitments of $45,000,000 (subject to any Incremental Facility increases as permitted under the Credit Agreement).

[Check one]:

Term SOFR Borrowing

ABR Borrowing

(d) Interest Period (applicable to Term SOFR Borrowings only):

If Term SOFR Borrowing is selected in paragraph (c) above, indicate the applicable Interest Period [Check one]:

One (1) month

Three (3) months

Six (6) months

Instruction: If no Interest Period is specified for a Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month in accordance with the terms of the Credit Agreement.

Note: The reference rate for Term SOFR Borrowings is CME Term SOFR for the applicable Interest Period. The Applicable Margin for SOFR Loans is 325 basis points (3.25%) per annum. A Credit Spread Adjustment of 10 basis points (0.10%) per annum shall be added to Term SOFR for all calculations of interest on Term SOFR Borrowings. The all-in rate for a Term SOFR Borrowing is therefore Term SOFR for the applicable Interest Period plus 0.10% plus 3.25%.

(e) Purpose of Borrowing / Tooling Capex Certification:

The proceeds of the requested Borrowing will be used for the following purpose(s):

[Insert purpose of Borrowing]

Of the aggregate principal amount of the requested Borrowing set forth in paragraph (b) above, the following portion, if any, will be applied to purposes other than Tooling Capex (i.e., for general corporate purposes, working capital, or other uses permitted under the Credit Agreement):

$[Insert amount]

Instruction: The aggregate amount of all Revolving Loans outstanding that have been applied to non-Tooling Capex purposes (including the amount set forth above), after giving effect to the requested Borrowing, shall not exceed the Non-Tooling Capex Sublimit of $11,250,000 (being 25% of the Aggregate Commitments of $45,000,000). The Borrower is required to maintain records sufficient to demonstrate compliance with the Non-Tooling Capex Sublimit at all times and to provide such records to the Administrative Agent upon reasonable request.

(f) Wire Instructions:

Proceeds of the requested Borrowing should be credited to the following account of the Borrower:

Section 2. Certifications.

The Borrower hereby certifies to the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swing Line Lender, and each Lender, as of the date hereof and as of the requested Borrowing Date, that:

(a) Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the requested Borrowing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such earlier date.

(b) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the proposed Borrowing described herein or from the application of the proceeds thereof in the manner described in Section 1(e) above. The Borrower is in compliance with all covenants, conditions, and other terms and provisions set forth in the Credit Agreement and each other Loan Document to which it is a party.

(c) Non-Tooling Capex Sublimit Compliance. After giving effect to the requested Borrowing and the application of the proceeds thereof as described in Section 1(e) above, the aggregate principal amount of all Revolving Loans that have been applied to non-Tooling Capex purposes (including general corporate purposes, working capital, and any other purpose that does not constitute Tooling Capex as defined in the Credit Agreement) does not and will not exceed the Non-Tooling Capex Sublimit of $11,250,000.

(d) Aggregate Commitment Compliance. After giving effect to the requested Borrowing, the aggregate outstanding principal amount of all Revolving Loans (including the Borrowing requested hereby), together with the aggregate outstanding principal amount of all Swing Line Loans and the aggregate amount of all Letter of Credit Obligations (including the aggregate undrawn face amount of all outstanding Letters of Credit and all unreimbursed drawings thereunder), does not and will not exceed the Aggregate Commitments then in effect. As of the date hereof, the Aggregate Commitments are $45,000,000, subject to any increases pursuant to the Incremental Facility provisions of Section [_] of the Credit Agreement (which permit increases of up to an additional $15,000,000, for a maximum Aggregate Commitment of $60,000,000, subject to satisfaction of the conditions set forth therein).

(e) Minimum Liquidity. After giving effect to the requested Borrowing and the application of the proceeds thereof, the Borrower is in compliance with the Minimum Liquidity covenant set forth in Section [_] of the Credit Agreement. Specifically, the Borrower's Liquidity (defined as the sum of (i) unrestricted cash and cash equivalents held in accounts subject to a Control Agreement in favor of the Collateral Agent plus (ii) available and unused Revolving Commitments) is not less than $12,500,000 at all times, including after giving pro forma effect to the requested Borrowing and any concurrent or anticipated application of the proceeds thereof.

Section 3. Delivery and Effectiveness.

This Borrowing Request is irrevocable and is delivered to the Administrative Agent pursuant to Section [_] of the Credit Agreement. The Borrower acknowledges that, upon delivery of this Borrowing Request to the Administrative Agent, the Borrower shall be obligated to consummate the Borrowing described herein in accordance with the terms and conditions of the Credit Agreement, and the Borrower may not revoke, amend, or modify this Borrowing Request without the prior written consent of the Administrative Agent.

Upon receipt and verification of this Borrowing Request, the Administrative Agent shall promptly notify each Lender of the details of the requested Borrowing, including each Lender's pro rata share of the requested Borrowing, which shall be determined in accordance with the respective Commitment Percentages of each Lender as set forth in the Credit Agreement. As of the date hereof, the Commitment Percentages of the Lenders are as follows:

Each Lender shall make available to the Administrative Agent, in immediately available funds, its pro rata share of the requested Borrowing no later than 1:00 p.m. (New York City time) on the requested Borrowing Date, and the Administrative Agent shall, upon receipt of such funds (or upon the Administrative Agent's election to fund on behalf of any Lender in accordance with Section [_] of the Credit Agreement), make the aggregate proceeds of the Borrowing available to the Borrower by crediting the account specified in Section 1(f) above.

This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrowing Request as of the date first written above.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: [Insert name of Authorized Officer]

Title: [Insert title]

Date: ________

ANNEX — INTERNAL DRAFTING INSTRUCTIONS (To Be Removed from Final Execution Version)

[This form is to be completed by an Authorized Officer of the Borrower (as designated on the incumbency certificate delivered at closing pursuant to the Secretary's Certificate required under Section [_] of the Credit Agreement) and delivered to the Administrative Agent at the address set forth in the addressee block above. Delivery may be made by hand, by overnight courier, by facsimile, or by electronic mail (in PDF format) to the Administrative Agent's designated contact, provided that original executed copies shall follow promptly thereafter if delivery is made by facsimile or electronic mail.]

[For Term SOFR Borrowings, delivery must be made no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the requested Borrowing Date. For ABR Borrowings, delivery must be made no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the requested Borrowing Date. A Borrowing Request received after the applicable deadline shall be deemed to have been delivered on the next succeeding Business Day for purposes of calculating the minimum notice period.]

[The applicable interest rate for SOFR Loans is Term SOFR for the applicable Interest Period plus the Credit Spread Adjustment of 0.10% per annum plus the Applicable Margin of 3.25% per annum. The applicable interest rate for ABR Loans is the Alternate Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) Term SOFR for a one-month Interest Period plus 1.00%, plus the Credit Spread Adjustment of 0.10%) plus the Applicable Margin of 2.25% per annum. The SOFR floor is 0.00% per annum and the ABR floor is 0.00% per annum.]

[The Default Rate, if applicable upon the occurrence and during the continuance of any Event of Default, is the otherwise applicable interest rate plus 2.00% per annum, as more fully described in Section [_] of the Credit Agreement.]

[All brackets and instructional text in this form (including this Annex) are for drafting guidance only and shall be removed or completed, as applicable, prior to execution and delivery of this Borrowing Request.]

Bank Name:	[Insert name of depository bank]
ABA/Routing Number:	[Insert]
Account Name:	[Insert]
Account Number:	[Insert]
Reference:	[Insert]
Lender	Commitment Percentage
Pinnacle National Bank, N.A.	50.0%
Great Lakes Commercial Lending Corp.	30.0%
Ironbridge Capital Finance, LLC	20.0%
Total	100.0%

EXHIBIT A
FORM OF BORROWING REQUEST
to the Credit Agreement dated as of [_], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Vantage Mobility Systems Corp., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent, Collateral Agent, Issuing Lender and Swing Line Lender, and each Lender from time to time party thereto.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Pinnacle National Bank, N.A., as Administrative Agent 311 South Wacker Drive, Suite 3200 Chicago, IL 60606
Attention: [Insert name of Administrative Agent contact]
Date: [Insert date of Borrowing Request]
Ladies and Gentlemen:
Section 1. Request for Borrowing.
The undersigned, Vantage Mobility Systems Corp. (the "Borrower"), refers to the Credit Agreement and hereby gives notice of a Borrowing thereunder, and in that connection sets forth below the information relating to such Borrowing as required by Section [_] of the Credit Agreement:
(a) Requested Borrowing Date:
[Insert date of requested Borrowing (which shall be a Business Day)]
Instruction: The requested Borrowing Date shall be (i) in the case of a Term SOFR Borrowing, at least three (3) Business Days after the date of this Borrowing Request, or (ii) in the case of an ABR Borrowing, at least one (1) Business Day after the date of this Borrowing Request.
(b) Aggregate Principal Amount of Requested Borrowing:
$[Insert amount]
Instruction: The aggregate principal amount of the requested Borrowing shall be (i) in the case of a Term SOFR Borrowing, not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, or (ii) in the case of an ABR Borrowing, not less than $500,000 and in integral multiples of $100,000 in excess thereof.
Note: The aggregate principal amount of the requested Borrowing, together with all other Revolving Loans and Swing Line Loans then outstanding and the aggregate undrawn face amount of all outstanding Letters of Credit, shall not exceed the Aggregate Commitments of $45,000,000 (subject to any Incremental Facility increases as permitted under the Credit Agreement).
(c) Type of Borrowing:
[Check one]:
Term SOFR Borrowing
ABR Borrowing
(d) Interest Period (applicable to Term SOFR Borrowings only):
If Term SOFR Borrowing is selected in paragraph (c) above, indicate the applicable Interest Period [Check one]:
One (1) month
Three (3) months
Six (6) months
Instruction: If no Interest Period is specified for a Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month in accordance with the terms of the Credit Agreement.
Note: The reference rate for Term SOFR Borrowings is CME Term SOFR for the applicable Interest Period. The Applicable Margin for SOFR Loans is 325 basis points (3.25%) per annum. A Credit Spread Adjustment of 10 basis points (0.10%) per annum shall be added to Term SOFR for all calculations of interest on Term SOFR Borrowings. The all-in rate for a Term SOFR Borrowing is therefore Term SOFR for the applicable Interest Period plus 0.10% plus 3.25%.
(e) Purpose of Borrowing / Tooling Capex Certification:
The proceeds of the requested Borrowing will be used for the following purpose(s):
[Insert purpose of Borrowing]
Of the aggregate principal amount of the requested Borrowing set forth in paragraph (b) above, the following portion, if any, will be applied to purposes other than Tooling Capex (i.e., for general corporate purposes, working capital, or other uses permitted under the Credit Agreement):
$[Insert amount]
Instruction: The aggregate amount of all Revolving Loans outstanding that have been applied to non-Tooling Capex purposes (including the amount set forth above), after giving effect to the requested Borrowing, shall not exceed the Non-Tooling Capex Sublimit of $11,250,000 (being 25% of the Aggregate Commitments of $45,000,000). The Borrower is required to maintain records sufficient to demonstrate compliance with the Non-Tooling Capex Sublimit at all times and to provide such records to the Administrative Agent upon reasonable request.
(f) Wire Instructions:
Proceeds of the requested Borrowing should be credited to the following account of the Borrower:
Section 2. Certifications.
The Borrower hereby certifies to the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swing Line Lender, and each Lender, as of the date hereof and as of the requested Borrowing Date, that:
(a) Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the requested Borrowing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such earlier date.
(b) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the proposed Borrowing described herein or from the application of the proceeds thereof in the manner described in Section 1(e) above. The Borrower is in compliance with all covenants, conditions, and other terms and provisions set forth in the Credit Agreement and each other Loan Document to which it is a party.
(c) Non-Tooling Capex Sublimit Compliance. After giving effect to the requested Borrowing and the application of the proceeds thereof as described in Section 1(e) above, the aggregate principal amount of all Revolving Loans that have been applied to non-Tooling Capex purposes (including general corporate purposes, working capital, and any other purpose that does not constitute Tooling Capex as defined in the Credit Agreement) does not and will not exceed the Non-Tooling Capex Sublimit of $11,250,000.
(d) Aggregate Commitment Compliance. After giving effect to the requested Borrowing, the aggregate outstanding principal amount of all Revolving Loans (including the Borrowing requested hereby), together with the aggregate outstanding principal amount of all Swing Line Loans and the aggregate amount of all Letter of Credit Obligations (including the aggregate undrawn face amount of all outstanding Letters of Credit and all unreimbursed drawings thereunder), does not and will not exceed the Aggregate Commitments then in effect. As of the date hereof, the Aggregate Commitments are $45,000,000, subject to any increases pursuant to the Incremental Facility provisions of Section [_] of the Credit Agreement (which permit increases of up to an additional $15,000,000, for a maximum Aggregate Commitment of $60,000,000, subject to satisfaction of the conditions set forth therein).
(e) Minimum Liquidity. After giving effect to the requested Borrowing and the application of the proceeds thereof, the Borrower is in compliance with the Minimum Liquidity covenant set forth in Section [_] of the Credit Agreement. Specifically, the Borrower's Liquidity (defined as the sum of (i) unrestricted cash and cash equivalents held in accounts subject to a Control Agreement in favor of the Collateral Agent plus (ii) available and unused Revolving Commitments) is not less than $12,500,000 at all times, including after giving pro forma effect to the requested Borrowing and any concurrent or anticipated application of the proceeds thereof.
Section 3. Delivery and Effectiveness.
This Borrowing Request is irrevocable and is delivered to the Administrative Agent pursuant to Section [_] of the Credit Agreement. The Borrower acknowledges that, upon delivery of this Borrowing Request to the Administrative Agent, the Borrower shall be obligated to consummate the Borrowing described herein in accordance with the terms and conditions of the Credit Agreement, and the Borrower may not revoke, amend, or modify this Borrowing Request without the prior written consent of the Administrative Agent.
Upon receipt and verification of this Borrowing Request, the Administrative Agent shall promptly notify each Lender of the details of the requested Borrowing, including each Lender's pro rata share of the requested Borrowing, which shall be determined in accordance with the respective Commitment Percentages of each Lender as set forth in the Credit Agreement. As of the date hereof, the Commitment Percentages of the Lenders are as follows:
Each Lender shall make available to the Administrative Agent, in immediately available funds, its pro rata share of the requested Borrowing no later than 1:00 p.m. (New York City time) on the requested Borrowing Date, and the Administrative Agent shall, upon receipt of such funds (or upon the Administrative Agent's election to fund on behalf of any Lender in accordance with Section [_] of the Credit Agreement), make the aggregate proceeds of the Borrowing available to the Borrower by crediting the account specified in Section 1(f) above.
This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrowing Request as of the date first written above.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: [Insert name of Authorized Officer]
Title: [Insert title]
Date: ________
ANNEX — INTERNAL DRAFTING INSTRUCTIONS (To Be Removed from Final Execution Version)
[This form is to be completed by an Authorized Officer of the Borrower (as designated on the incumbency certificate delivered at closing pursuant to the Secretary's Certificate required under Section [_] of the Credit Agreement) and delivered to the Administrative Agent at the address set forth in the addressee block above. Delivery may be made by hand, by overnight courier, by facsimile, or by electronic mail (in PDF format) to the Administrative Agent's designated contact, provided that original executed copies shall follow promptly thereafter if delivery is made by facsimile or electronic mail.]
[For Term SOFR Borrowings, delivery must be made no later than 11:00 a.m. (New York City time) three (3) Business Days prior to the requested Borrowing Date. For ABR Borrowings, delivery must be made no later than 11:00 a.m. (New York City time) one (1) Business Day prior to the requested Borrowing Date. A Borrowing Request received after the applicable deadline shall be deemed to have been delivered on the next succeeding Business Day for purposes of calculating the minimum notice period.]
[The applicable interest rate for SOFR Loans is Term SOFR for the applicable Interest Period plus the Credit Spread Adjustment of 0.10% per annum plus the Applicable Margin of 3.25% per annum. The applicable interest rate for ABR Loans is the Alternate Base Rate (defined as the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) Term SOFR for a one-month Interest Period plus 1.00%, plus the Credit Spread Adjustment of 0.10%) plus the Applicable Margin of 2.25% per annum. The SOFR floor is 0.00% per annum and the ABR floor is 0.00% per annum.]
[The Default Rate, if applicable upon the occurrence and during the continuance of any Event of Default, is the otherwise applicable interest rate plus 2.00% per annum, as more fully described in Section [_] of the Credit Agreement.]
[All brackets and instructional text in this form (including this Annex) are for drafting guidance only and shall be removed or completed, as applicable, prior to execution and delivery of this Borrowing Request.]
Bank Name: | [Insert name of depository bank]
ABA/Routing Number: | [Insert]
Account Name: | [Insert]
Account Number: | [Insert]
Reference: | [Insert]
Lender | Commitment Percentage
Pinnacle National Bank, N.A. | 50.0%
Great Lakes Commercial Lending Corp. | 30.0%
Ironbridge Capital Finance, LLC | 20.0%
Total | 100.0%

EXHIBIT A

FORM OF BORROWING REQUEST

VANTAGE MOBILITY SYSTEMS CORP.

Record

Parties

Dates

Amounts