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GUARANTEE AND COLLATERAL AGREEMENT

to be dated as of

the Closing Date (targeted June 30, 2025)

among

VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower,

VMS TOOLING SOLUTIONS, LLC, a Michigan limited liability company,

VMS PRECISION MACHINING, INC., a Delaware corporation,

VMS DIE CAST TECHNOLOGIES, LLC, a Michigan limited liability company,

as Subsidiary Guarantors,

and

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties

________________________________________

$45,000,000 Senior Secured Revolving Credit Facility

________________________________________

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GUARANTEE AND COLLATERAL AGREEMENT

THIS GUARANTEE AND COLLATERAL AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is to be entered into as of the Closing Date (targeted June 30, 2025), by and among:

(1) VANTAGE MOBILITY SYSTEMS CORP., a corporation organized and existing under the laws of the State of Delaware (the "Borrower" or "VMS");

(2) VMS TOOLING SOLUTIONS, LLC, a limited liability company organized and existing under the laws of the State of Michigan ("VMS Tooling");

(3) VMS PRECISION MACHINING, INC., a corporation organized and existing under the laws of the State of Delaware ("VMS Precision");

(4) VMS DIE CAST TECHNOLOGIES, LLC, a limited liability company organized and existing under the laws of the State of Michigan ("VMS Die Cast"; and together with VMS Tooling and VMS Precision, each a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; and the Subsidiary Guarantors, together with the Borrower, each a "Grantor" and collectively, the "Grantors"); and

(5) PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Collateral Agent for the Secured Parties (in such capacity, the "Collateral Agent").

Reference is hereby made to that certain Credit Agreement (in substantially final form, to be dated as of the Closing Date) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among VMS, as Borrower, the Subsidiary Guarantors, as Guarantors, Pinnacle National Bank, National Association, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and Great Lakes Commercial Lending Corp. and Ironbridge Capital Finance, LLC, as Lenders, providing for a $45,000,000 Senior Secured Revolving Credit Facility (the "Facility").

RECITALS

WHEREAS, the Borrower has entered into the Credit Agreement, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to extend credit to the Borrower in an aggregate principal amount of up to $45,000,000 under a senior secured revolving credit facility, for the purpose of financing tooling capital expenditures related to original equipment manufacturer ("OEM") program launches and for general corporate purposes (subject to a sublimit of $11,250,000, representing 25% of the aggregate revolving commitments, for non-Tooling Capital Expenditures);

WHEREAS, the Lenders under the Credit Agreement and their respective commitments are as follows: (a) Pinnacle National Bank, N.A., with a commitment of $22,500,000; (b) Great Lakes Commercial Lending Corp., with a commitment of $13,500,000; and (c) Ironbridge Capital Finance, LLC, with a commitment of $9,000,000;

WHEREAS, the Facility includes (a) a swing line sublimit of $5,000,000 and (b) a letter of credit sublimit of $7,500,000, in each case as more fully described in the Credit Agreement;

WHEREAS, each Subsidiary Guarantor is a direct or indirect wholly-owned subsidiary of VMS and will derive substantial direct and indirect benefit from the extensions of credit made to the Borrower under the Credit Agreement, as proceeds of such extensions of credit will be used to fund tooling capital expenditures, working capital needs, and other general corporate purposes that benefit the consolidated enterprise;

WHEREAS, it is a condition precedent to the initial extensions of credit under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties;

WHEREAS, the Facility is secured on a pari passu and equal-priority basis with the existing first-lien term loan indebtedness outstanding under that certain Credit Agreement dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among VMS, Pinnacle National Bank, N.A. as Administrative Agent, and the lenders party thereto, all as governed by and subject to the terms of the Equal-Priority Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date) (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), between Pinnacle National Bank, N.A. (in its capacity as agent under the Facility) and Pinnacle National Bank, N.A. (in its capacity as agent under the Existing Credit Agreement); and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the respective meanings set forth below:

"Administrative Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity, with its principal office for purposes of the Credit Agreement and this Agreement located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.

"After-Acquired Property" means any and all property of any kind or nature acquired by any Grantor after the date hereof that would constitute Collateral hereunder if owned by such Grantor on the date hereof, including, without limitation, any accounts, inventory, equipment, general intangibles, intellectual property, deposit accounts, securities accounts, investment property, instruments, chattel paper, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and equity interests in any person, together with all proceeds and products thereof.

"Agreement" has the meaning set forth in the preamble to this Agreement.

"Borrower" means Vantage Mobility Systems Corp., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Federal Employer Identification Number: 38-4271956), with its principal executive offices and headquarters located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326, and with its registered agent in the State of Delaware being Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, together with its permitted successors and assigns.

"Closing Date" means June 30, 2025 (the targeted date for the closing of the Facility).

"Collateral" has the meaning set forth in Section 3.01.

"Collateral Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as collateral agent for the Secured Parties under this Agreement and the other Loan Documents, together with its successors and assigns in such capacity, with its principal office for purposes of this Agreement located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606; Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance.

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Control Agreement" means any deposit account control agreement, securities account control agreement, or similar agreement entered into among a Grantor, the Collateral Agent, and the applicable depositary bank, securities intermediary, or other financial institution, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent obtains "control" (within the meaning of Sections 9-104, 9-106, or 8-106 of the UCC, as applicable) over the applicable deposit account or securities account. Without limiting the generality of the foregoing, the term "Control Agreement" includes that certain Deposit Account Control Agreement dated as of the date hereof among VMS, the Collateral Agent, and Lakeshore Trust Company with respect to VMS's deposit account ending in 7841 maintained at Lakeshore Trust Company, 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226.

"Copyright Security Agreement" means a copyright security agreement, in substantially the form attached hereto as Exhibit D (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Copyright Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Credit Agreement" has the meaning set forth in the preamble to this Agreement and refers to the Credit Agreement (in substantially final form, to be dated as of the Closing Date), among VMS, as Borrower, the Subsidiary Guarantors, as Guarantors, Pinnacle National Bank, National Association, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and Great Lakes Commercial Lending Corp. and Ironbridge Capital Finance, LLC, as Lenders, as the same may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time.

"Domestic Subsidiary" means (a) VMS Tooling Solutions, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-5618294), (b) VMS Precision Machining, Inc., a Delaware corporation (Federal Employer Identification Number: 20-8734561), (c) VMS Die Cast Technologies, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-6091473), and (d) any other subsidiary of the Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia, whether now existing or hereafter formed or acquired.

"Equity Interests" means, with respect to any person, shares of capital stock of such person, membership interests in such person, partnership interests (general or limited) in such person, or any other equity ownership interests in such person, including, without limitation, any securities convertible into or exchangeable for any of the foregoing, and all warrants, options, or other rights to purchase or acquire any of the foregoing.

"Excluded Assets" means:

(a) any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto, solely to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;

(b) motor vehicles and other assets subject to certificates of title issued by any state or other governmental authority, to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement (provided that such assets shall cease to be Excluded Assets to the extent that a security interest therein can be perfected by a UCC financing statement or by notation on the applicable certificate of title, and the applicable Grantor shall use commercially reasonable efforts to perfect the Collateral Agent's security interest therein);

(c) any governmental permit, license, franchise, charter, consent, or approval to the extent that the grant of a security interest therein is prohibited by, or would be void or unenforceable under, applicable law (other than to the extent that such prohibition is rendered ineffective by the UCC or other applicable law, including Sections 9-406, 9-407, 9-408, and 9-409 of the UCC);

(d) any lease, license, contract, or agreement to which a Grantor is a party to the extent that the grant of a security interest therein would (i) constitute a breach or default thereunder or create a right of termination in favor of any third party thereto (other than any Grantor) or (ii) be prohibited by the terms thereof, but in each case only to the extent that the applicable anti-assignment provision is enforceable under applicable law and not rendered ineffective by Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law; provided that (A) any proceeds of any such lease, license, contract, or agreement shall not constitute Excluded Assets, and (B) upon the termination, lapse, or inapplicability of any such restriction, such lease, license, contract, or agreement shall automatically cease to be an Excluded Asset and shall be subject to the security interest granted hereunder; and

(e) any property to the extent that the pledge thereof, or the grant of a security interest therein, is prohibited by applicable law, rule, or regulation (but only for so long as such prohibition is in effect and has not been rendered ineffective by the UCC or other applicable law).

For the avoidance of doubt, the term "Excluded Assets" shall be construed narrowly, and no more property shall be excluded from the Collateral than is necessary to comply with the foregoing limitations.

"Existing Credit Agreement" means that certain Credit Agreement dated as of March 15, 2022, among VMS, as Borrower, Pinnacle National Bank, National Association, as Administrative Agent, and the several lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time, under which the outstanding principal balance as of March 31, 2025 was approximately $112,500,000.

"First-Tier Foreign Subsidiary" means VMS de México, S. de R.L. de C.V. (Registro Federal de Contribuyentes: VME150312AB9), a Mexican sociedad de responsabilidad limitada de capital variable, 100% of the equity interests of which are owned, directly or indirectly, by VMS, and any other foreign subsidiary of VMS in which VMS directly owns equity interests.

"Guaranteed Obligations" has the meaning set forth in Section 2.01.

"Grantors" has the meaning set forth in the preamble to this Agreement and means, collectively, VMS, VMS Tooling, VMS Precision, and VMS Die Cast, and any other person that becomes a party hereto as a Grantor pursuant to a supplement executed and delivered in accordance with the terms hereof.

"Intercreditor Agreement" means that certain Equal-Priority Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date), between Pinnacle National Bank, National Association (in its capacity as agent under the Facility) and Pinnacle National Bank, National Association (in its capacity as agent under the Existing Credit Agreement), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"IP Security Agreements" means, collectively, the Patent Security Agreement, the Trademark Security Agreement, and the Copyright Security Agreement, each as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Lakeshore Trust Company" means Lakeshore Trust Company, a Michigan state-chartered trust company, with its principal office located at 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226, in its capacity as the Borrower's primary depository bank.

"Loan Documents" has the meaning assigned to such term in the Credit Agreement.

"New York UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.

"Patent Security Agreement" means a patent security agreement, in substantially the form attached hereto as Exhibit B (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Patent and Trademark Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.

"Pledged Equity" has the meaning set forth in Section 3.01(j).

"Qualified ECP Guarantor" means, at any time, each Grantor that has total assets exceeding $10,000,000 at such time or that otherwise constitutes an "eligible contract participant" under the Commodity Exchange Act and the applicable regulations thereunder at such time.

"Related Parties" means, with respect to any person, such person's affiliates and the directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of such person and of such person's affiliates.

"Secured Obligations" means all Obligations (as defined in the Credit Agreement), whether now existing or hereafter arising, including, without limitation, (a) all principal amounts outstanding under the Credit Agreement and any related notes, (b) all interest thereon (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), (c) all fees payable under the Credit Agreement and the other Loan Documents (including commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and any other fees), (d) all costs, expenses, and indemnification obligations payable by any Grantor under the Credit Agreement and the other Loan Documents (including reasonable attorneys' fees and disbursements), and (e) all other amounts of every kind and nature from time to time owing by any Grantor to any Secured Party under the Credit Agreement or any other Loan Document, in each case whether or not contingent, joint or several, matured or unmatured, disputed or undisputed, liquidated or unliquidated, or arising by operation of law or otherwise.

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Issuing Lender (Pinnacle National Bank, N.A.), the Swing Line Lender (Pinnacle National Bank, N.A.), each Lender (Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC), and their respective successors, transferees, and assigns.

"Subsidiary Guarantors" has the meaning set forth in the preamble to this Agreement and means VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and any other person that becomes a party hereto as a Subsidiary Guarantor pursuant to a supplement executed and delivered in accordance with the terms hereof.

"Swap Obligations" means, with respect to any Grantor, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.

"Trademark Security Agreement" means a trademark security agreement, in substantially the form attached hereto as Exhibit C (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Patent and Trademark Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"UCC" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction; provided that, if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

Section 1.02 — Other Interpretive Provisions

(a) Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement.

(b) All terms defined in Article 9 of the UCC (including, without limitation, "accounts," "chattel paper," "commercial tort claims," "deposit accounts," "documents," "electronic chattel paper," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "letter-of-credit rights," "payment intangibles," "proceeds," "securities accounts," "software," "supporting obligations," and "tangible chattel paper") shall have the respective meanings set forth therein to the extent used herein and not otherwise defined herein.

(c) Unless the context otherwise requires, (i) references to any agreement (including this Agreement), document, or instrument mean such agreement, document, or instrument as from time to time amended, restated, supplemented, or otherwise modified in accordance with its terms; (ii) references to any law mean such law as amended from time to time and include any successor legislation thereto and any regulations promulgated thereunder; (iii) references to "Articles," "Sections," "Schedules," and "Exhibits" mean Articles, Sections, Schedules, and Exhibits of or to this Agreement; (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (v) the words "hereof," "herein," "hereby," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision hereof; (vi) references to any person include such person's successors and permitted assigns; (vii) the singular includes the plural and vice versa; and (viii) references to "$" or "dollars" mean the lawful currency of the United States of America.

Section 1.03 — Relationship to Credit Agreement and Intercreditor Agreement

(a) This Agreement is a "Loan Document" as defined in the Credit Agreement and is subject to all provisions of the Credit Agreement applicable to Loan Documents, including, without limitation, the provisions relating to the rights, duties, exculpation, and indemnification of the Administrative Agent and the Collateral Agent.

(b) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Intercreditor Agreement with respect to lien priority, the exercise of remedies, enforcement rights, the release or application of Collateral or proceeds thereof, or any other matter addressed by the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control and govern. Each Grantor acknowledges that it has received a copy of the Intercreditor Agreement and consents to the terms thereof.

(c) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Credit Agreement (other than with respect to matters governed by the Intercreditor Agreement as set forth in clause (b) above), the terms and conditions of the Credit Agreement shall control and govern.

ARTICLE II — GUARANTEE

Section 2.01 — Guarantee of the Obligations

Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations. As used herein, "Guaranteed Obligations" means all Obligations of the Borrower now existing or hereafter arising under or in connection with the Credit Agreement, this Agreement, and each other Loan Document, including, without limitation:

(a) all principal amounts (including amounts in respect of revolving loans, swing line loans, and reimbursement obligations in respect of letters of credit) outstanding from time to time under the Credit Agreement;

(b) all interest on such principal amounts (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans, interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and default interest, if applicable);

(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and any other fees;

(d) all costs, expenses, and disbursements (including reasonable and documented fees and disbursements of counsel) payable by the Borrower under the Credit Agreement and the other Loan Documents;

(e) all indemnification obligations of the Borrower under the Credit Agreement and the other Loan Documents; and

(f) all other amounts of every kind and nature from time to time owing by the Borrower to any Secured Party under the Credit Agreement or any other Loan Document, whether or not contingent, joint or several, matured or unmatured, disputed or undisputed, liquidated or unliquidated, arising by operation of law, contract, or otherwise.

The guarantee set forth in this Section 2.01 is a guarantee of payment and not of collection, and each Subsidiary Guarantor agrees that the Collateral Agent shall not be required to commence any proceeding or exhaust any right or remedy against the Borrower or any other person, or against any Collateral, before making demand on such Subsidiary Guarantor under this guarantee.

Section 2.02 — Guarantee Unconditional

The obligations of each Subsidiary Guarantor under this Article II are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, this Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of each Subsidiary Guarantor that the obligations of each Subsidiary Guarantor hereunder shall not be discharged except by full and indefeasible payment and performance of the Guaranteed Obligations and the termination of all commitments under the Credit Agreement. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor under this Article II shall not be released, discharged, impaired, or otherwise affected by, and each Subsidiary Guarantor hereby irrevocably waives any defense based upon:

(a) any change in the time, manner, or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any amendment, modification, supplement, or waiver of, or any consent to departure from, the Credit Agreement, this Agreement, or any other Loan Document;

(b) any release, non-perfection, or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, this Agreement, or any other Loan Document, or any release of any other guarantor or other person;

(c) any amendment or waiver of, or any consent to departure from, any other guarantee for all or any of the Secured Obligations;

(d) any change in the corporate existence, structure, or ownership of the Borrower or any other Grantor, or any insolvency, bankruptcy, reorganization, dissolution, liquidation, or other similar proceeding affecting the Borrower or any other Grantor or its assets, or any resulting release or discharge of any Secured Obligation;

(e) any lack of validity or enforceability of the Credit Agreement, this Agreement, any other Loan Document, or any agreement or instrument relating thereto;

(f) any impossibility or impracticability of performance by the Borrower, or any defense arising by reason of the Borrower's lack of authority, the illegality of any Secured Obligation, or the existence of any claim, set-off, defense, or other right that any Grantor may have at any time against the Collateral Agent, any Secured Party, the Borrower, or any other person, whether in connection with this Agreement or any unrelated transaction;

(g) any change in the laws, rules, or regulations of any jurisdiction or any present or future action of any governmental authority; or

(h) any other act or omission to act, or delay of any kind, by the Collateral Agent, any Secured Party, the Borrower, or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge or defense of a surety or guarantor.

No Secured Party shall be required to exhaust any recourse or remedies against the Borrower, or to resort to any Collateral or any other security, before enforcing this guarantee against any Subsidiary Guarantor.

Section 2.03 — Reinstatement

The obligations of each Subsidiary Guarantor under this Article II shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, the Borrower or any other Grantor or any substantial part of its property, or upon the making of any general assignment for the benefit of creditors by the Borrower or any other Grantor, or otherwise, all as though such payment had not been made. If an Event of Default shall at any time have occurred and be continuing, and any payment by the Borrower to any Secured Party is stayed or enjoined, all Secured Obligations to such Secured Party shall, for purposes of this Article II, be deemed to have become immediately due and payable, and each Subsidiary Guarantor shall immediately make such payment to the Collateral Agent for the ratable benefit of such Secured Party.

Section 2.04 — Waiver of Defenses

Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) promptness, diligence, notice of acceptance of this guarantee, presentment, demand for payment or performance, protest, notice of non-payment, notice of dishonor, notice of any loans made, credit extended, Collateral received or delivered, or any other action taken in reliance on this guarantee, and all other demands and notices whatsoever with respect to the Guaranteed Obligations or this guarantee;

(b) any defense based upon the status or capacity of any Subsidiary Guarantor as a surety or guarantor, or the suretyship or guarantor defenses available to such Subsidiary Guarantor under applicable law, including, without limitation, any defense based upon an election of remedies by the Collateral Agent or any Secured Party (including any election to proceed under the UCC by nonjudicial sale);

(c) any right to require the Collateral Agent or any Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, (iii) marshal assets in favor of any Subsidiary Guarantor, the Borrower, or any other person, or (iv) pursue any other remedy in the Collateral Agent's or any Secured Party's power before proceeding against such Subsidiary Guarantor;

(d) the benefit of any statute of limitations affecting the enforcement of this guarantee or the liability of any Subsidiary Guarantor hereunder, to the extent permitted by applicable law; and

(e) any defense arising by reason of any disability or other defense of the Borrower or any other person, or by reason of the cessation from any cause whatsoever (other than full and indefeasible payment and performance in full) of the Secured Obligations.

Section 2.05 — Subrogation

No Subsidiary Guarantor shall exercise any right of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Grantor, or any right to participate in any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral that any Secured Party now has or hereafter acquires, in each case whether or not such claim, remedy, or right arises in equity, under contract, by statute, under common law, or otherwise, until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation, contribution, reimbursement, indemnity, or participation rights at any time when all Secured Obligations shall not have been indefeasibly paid in full in cash, such amount shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties, and shall forthwith be paid over to the Collateral Agent for application to the Secured Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement.

Section 2.06 — Contribution Among Guarantors

(a) Each Subsidiary Guarantor agrees that, in connection with payments made hereunder, each Subsidiary Guarantor shall have the right of contribution from each other Subsidiary Guarantor in accordance with applicable law, as among themselves (but not against the Borrower); provided, however, that no such right of contribution may be exercised, and no claim in respect thereof may be made, until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired.

(b) Fraudulent Conveyance Savings Clause. Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate amount of the Guaranteed Obligations for which any Subsidiary Guarantor shall be liable under this Article II shall not exceed the largest amount that would not render such Subsidiary Guarantor's guarantee hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11 of the United States Code) or under any applicable provisions of comparable state law (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, and the New York Debtor and Creditor Law), in each case after giving effect, to the fullest extent permitted by applicable law, to (i) all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such laws, and (ii) the value of the assets of such Subsidiary Guarantor (including the right to contribution from each other Subsidiary Guarantor under this Section 2.06).

Section 2.07 — Keepwell

Each Grantor that at any time constitutes a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to each other Grantor that is not then an "eligible contract participant" under the Commodity Exchange Act (each, a "Specified Grantor") as may be needed by such Specified Grantor from time to time to honor its obligations under this Agreement in respect of Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the obligations of such Qualified ECP Guarantor under this Section 2.07, or the obligations of such Qualified ECP Guarantor under any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated. Each Grantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each Specified Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 2.08 — Continuing Guarantee

The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, whether existing at the date hereof or arising after the date hereof. This guarantee shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired.

ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST

Section 3.01 — Grant of Security Interest

As security for the full and punctual payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all right, title, and interest of such Grantor in, to, and under all of the following property, wherever located and whether now owned or existing or hereafter acquired or arising, and all additions and accessions thereto (collectively, the "Collateral"):

(a) Accounts. All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or otherwise disposed of, for services rendered, for a policy of insurance issued or to be issued, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, and all rights to payment of any kind, whether or not earned by performance.

(b) Inventory. All inventory (as defined in the UCC), including, without limitation, all raw materials, work-in-process, finished goods, goods held for sale, lease, or license, and goods furnished or to be furnished under a contract of service, packaging materials, supplies, and all other inventory of whatever kind or nature, all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and all documents of title representing any of the foregoing.

(c) Equipment. All equipment (as defined in the UCC), including, without limitation, all tooling, dies, molds, jigs, patterns, fixtures, machinery, apparatus, computer hardware, computer equipment, office equipment, data processing equipment, manufacturing equipment, vehicles (to the extent not constituting Excluded Assets), furniture, furnishings, appliances, tools, spare parts, and other tangible personal property of every kind and nature (other than inventory).

(d) General Intangibles. All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, contract rights, rights to payment, customer lists, supplier lists, goodwill, tax refunds, tax refund claims, rights under letters of credit, rights under insurance policies, rights to indemnification, rights to dividends and distributions, rights under warranties, and all other intangible property of every kind and nature.

(e) intellectual Property. All intellectual property, including, without limitation:

(i) all patents, patent applications, patent licenses, and patent rights, including all reissues, divisions, continuations, renewals, extensions, provisionals, and continuations-in-part thereof, and all rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement or other violations thereof (collectively, "Patents");

(ii) all trademarks, trademark applications and registrations, service marks, service mark applications and registrations, trade names, trade dress, logos, slogans, brand names, design rights, corporate names, internet domain names, and all goodwill associated therewith, and all rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement, dilution, unfair competition, or other violations thereof (collectively, "Trademarks");

(iii) all copyrights, copyright applications and registrations, including all renewals and extensions thereof, moral rights, rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement or other violations thereof (collectively, "Copyrights"); and

(iv) all trade secrets, proprietary information, confidential information, inventions, processes, designs, methods, know-how, formulae, technology, data, software (including source code and object code), databases, and technical information (collectively, "Trade Secrets").

All Patents, Trademarks, and Copyrights are further described in the IP Security Agreements to be filed with the United States Patent and Trademark Office and, where applicable, the United States Copyright Office.

(f) Deposit Accounts. All deposit accounts (as defined in the UCC), including, without limitation, all demand, time, savings, passbook, and similar accounts maintained at any bank, savings and loan association, credit union, or other financial institution, including the accounts maintained by VMS at Lakeshore Trust Company, 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226 (including the account ending in 7841), together with all amounts on deposit therein and all interest, dividends, and other income thereon, in each case subject to Control Agreements.

(g) Securities Accounts and Investment Property. All securities accounts (as defined in the UCC), all securities (whether certificated or uncertificated), all security entitlements, all financial assets, and all other investment property (as defined in the UCC), together with all interest, dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, in each case subject to Control Agreements.

(h) Instruments and Chattel Paper. All instruments (as defined in the UCC), including, without limitation, all promissory notes, drafts, and other evidences of indebtedness, and all chattel paper (as defined in the UCC), whether tangible or electronic.

(i) Documents and Letter-of-Credit Rights. All documents of title (as defined in the UCC), including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all letter-of-credit rights (as defined in the UCC), including all rights to payment or performance under any letter of credit.

(j) Pledged Equity. All Equity Interests now owned or hereafter acquired by each Grantor in any person (collectively, the "Pledged Equity"), including, without limitation:

(i) 100% of the issued and outstanding membership interests of VMS Tooling Solutions, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-5618294), held by VMS;

(ii) 100% of the issued and outstanding shares of capital stock of VMS Precision Machining, Inc., a Delaware corporation (Federal Employer Identification Number: 20-8734561), held by VMS;

(iii) 100% of the issued and outstanding membership interests of VMS Die Cast Technologies, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-6091473), held by VMS; and

(iv) 65% of the voting equity interests (partes sociales) of VMS de México, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (Registro Federal de Contribuyentes: VME150312AB9), held by VMS; provided that, notwithstanding the fact that VMS owns 100% of the total equity interests of VMS de México, the pledge of equity interests of VMS de México is limited to 65% of the voting equity interests of VMS de México in accordance with the terms of the Credit Agreement relating to first-tier foreign subsidiaries.

For the avoidance of doubt, 100% of the equity interests of each Domestic Subsidiary are pledged hereunder, and 65% of the voting equity interests of each First-Tier Foreign Subsidiary are pledged hereunder. The Pledged Equity includes all certificates, instruments, or other documents representing the foregoing, all options and rights of any nature whatsoever that may be issued or granted by any issuer to any Grantor with respect to the Pledged Equity, and all interest, dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity.

(k) Commercial Tort Claims. All commercial tort claims (as defined in the UCC) now existing or hereafter arising, including those described on Schedule 3.01(k) hereto, as the same may be supplemented from time to time in accordance with Section 5.09(c) hereof.

(l) Supporting Obligations. All supporting obligations (as defined in the UCC) related to any of the foregoing, including all guarantees, letters of credit, letter-of-credit rights, and other forms of credit support.

(m) Proceeds and Products. All proceeds (as defined in the UCC), including all cash proceeds and noncash proceeds, and all products of any and all of the foregoing Collateral, including, without limitation, all insurance proceeds (whether or not the Collateral Agent is the loss payee thereof), all payments under any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing, all proceeds of any suit or claim related to the foregoing, and all collections and other receipts.

(n) Books and Records. All books, records, ledger cards, files, correspondence, databases, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon.

Section 3.02 — Excluded Assets

Notwithstanding the foregoing provisions of Section 3.01, the Collateral shall not include any Excluded Assets (as defined in Section 1.01). Each Grantor acknowledges and agrees that, to the extent any property is an Excluded Asset at the time of its acquisition by such Grantor but subsequently ceases to qualify as an Excluded Asset (whether by reason of the lapse or termination of an applicable anti-assignment restriction, the filing of a statement of use with respect to an intent-to-use trademark application, or otherwise), such property shall automatically and without further action by any party become part of the Collateral and be subject to the security interest granted hereunder, and each Grantor shall promptly take all actions necessary to perfect the security interest of the Collateral Agent therein, including the execution and delivery of any filings, agreements, or instruments reasonably requested by the Collateral Agent.

Section 3.03 — Pari Passu Lien; Intercreditor Agreement

(a) The security interests granted pursuant to this Article III secure the Secured Obligations on a first-priority basis, pari passu and on an equal and ratable basis with the liens securing the obligations arising under the Existing Credit Agreement, all as set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. Each Grantor acknowledges and agrees that the relative rights and priorities of the Collateral Agent (on behalf of the Secured Parties) and the agent under the Existing Credit Agreement with respect to the Collateral are as set forth in the Intercreditor Agreement, and the terms of the Intercreditor Agreement shall govern in all respects with respect to such matters.

(b) The rights of the Collateral Agent and the Secured Parties with respect to the Collateral are in all respects subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement with respect to the priority of liens, the exercise of remedies, the sharing of proceeds, or any other matter addressed by the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control and prevail.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GRANTORS

Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:

Section 4.01 — Organization and Good Standing

Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now conducted. Without limiting the generality of the foregoing:

(a) VMS is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing as a foreign corporation in the State of Michigan;

(b) VMS Tooling Solutions, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Michigan;

(c) VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and

(d) VMS Die Cast Technologies, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Michigan.

Section 4.02 — Authorization; No Conflicts

(a) Each Grantor has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement and to grant the security interests and pledges provided for herein. The execution, delivery, and performance by each Grantor of this Agreement, and the grant by each Grantor of the security interests and pledges provided for herein, have been duly authorized by all necessary corporate, limited liability company, or other organizational action of such Grantor, including approval by the board of directors, managing members, or other governing body of such Grantor, as applicable.

(b) The execution, delivery, and performance by each Grantor of this Agreement, and the grant by each Grantor of the security interests and pledges provided for herein, do not and will not (i) violate any provision of the certificate of incorporation, certificate of formation, bylaws, operating agreement, or other organizational documents of such Grantor, (ii) violate any applicable law, rule, regulation, order, judgment, injunction, or decree binding on such Grantor or its property, (iii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material agreement, indenture, instrument, or other document to which such Grantor is a party or by which such Grantor or any of its properties is bound, including, without limitation, the Existing Credit Agreement (as modified by the Intercreditor Agreement), or (iv) result in the creation or imposition of any Lien on any property of such Grantor (other than the Liens created hereunder and Permitted Liens).

Section 4.03 — Enforceability

This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to or affecting creditors' rights generally, and (b) general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

Section 4.04 — Ownership of Collateral; Liens

Each Grantor is the sole legal and beneficial owner of all of its Collateral, and has good and marketable title thereto, free and clear of all Liens of every kind or nature, other than (a) the Lien created in favor of the Collateral Agent pursuant to this Agreement, (b) the Liens securing the obligations under the Existing Credit Agreement (as governed by the Intercreditor Agreement), and (c) Permitted Liens (as defined in the Credit Agreement). No financing statement, security agreement, or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any public office, except (x) financing statements filed in favor of the Collateral Agent in connection herewith, (y) financing statements filed in connection with the Existing Credit Agreement, and (z) financing statements or similar filings related to Permitted Liens.

Section 4.05 — Locations; Organizational Information

(a) Schedule 4.05 attached hereto sets forth, as of the date hereof, for each Grantor: (i) its exact legal name as it appears in its organizational documents filed with the applicable secretary of state or other filing office, (ii) its jurisdiction of organization, (iii) its organizational identification number (as assigned by its jurisdiction of organization), (iv) its Federal Tax Identification Number (Employer Identification Number), (v) the address of its chief executive office and each of its principal places of business, and (vi) the locations where Collateral (including all tooling, equipment, dies, molds, fixtures, machinery, and inventory) is maintained.

(b) Without limiting the generality of the foregoing, each Grantor makes the following specific disclosures:

(i) VMS: exact legal name: "Vantage Mobility Systems Corp."; jurisdiction of organization: Delaware; Federal Employer Identification Number: 38-4271956; chief executive office: 4100 Industrial Parkway, Auburn Hills, Michigan 48326; registered agent in Delaware: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801;

(ii) VMS Tooling: exact legal name: "VMS Tooling Solutions, LLC"; jurisdiction of organization: Michigan; Federal Employer Identification Number: 38-5618294;

(iii) VMS Precision: exact legal name: "VMS Precision Machining, Inc."; jurisdiction of organization: Delaware; Federal Employer Identification Number: 20-8734561; and

(iv) VMS Die Cast: exact legal name: "VMS Die Cast Technologies, LLC"; jurisdiction of organization: Michigan; Federal Employer Identification Number: 38-6091473.

(c) Each Grantor's chief executive office has been located at the address set forth in Schedule 4.05 for the four-month period (or, if shorter, since the date of such Grantor's organization) preceding the date hereof. No Grantor has, during such period, changed its legal name, its jurisdiction of organization, or its organizational form from that set forth on Schedule 4.05.

Section 4.06 — Accounts Receivable

All accounts receivable of each Grantor constituting Collateral are genuine and arise out of bona fide transactions in the ordinary course of business, and are not subject to any defense, set-off, counterclaim, or discount, except as may be disclosed in writing to the Collateral Agent. Each Grantor has delivered or made available to the Collateral Agent a true and correct aging schedule of its accounts receivable as of a recent date. Each Grantor acknowledges and discloses that its top three OEM customers represent approximately 61% of the Grantors' consolidated fiscal year 2024 revenue, as follows:

Total consolidated revenue for fiscal year 2024 was approximately $218,400,000. Each Grantor shall promptly notify the Collateral Agent of any material change in the customer concentration of its accounts receivable.

Section 4.07 — Inventory

All inventory of each Grantor constituting Collateral is of good and merchantable quality, free from material defects (ordinary wear and tear excepted), and is not subject to any licensing, patent, trademark, trade name, or copyright agreement with any third party that restricts the ability of the Collateral Agent to exercise its remedies with respect thereto, except as otherwise disclosed on Schedule 4.09 or as constituting a Permitted Lien. All inventory is located at the locations identified on Schedule 4.05, except for inventory in transit in the ordinary course of business. No Grantor maintains any inventory at any location other than those disclosed on Schedule 4.05, except for immaterial amounts of inventory in transit or at customer sites pursuant to consignment or bailment arrangements disclosed to the Collateral Agent.

Section 4.08 — Equipment

All material equipment of each Grantor constituting Collateral (including, without limitation, all tooling, dies, molds, fixtures, jigs, patterns, and machinery) is in good working order and condition, ordinary wear and tear excepted, and is adequate for the uses to which it is being put. All such equipment is located at the locations identified on Schedule 4.05. No material item of equipment is subject to any lease (whether operating or finance) or conditional sale or other title retention arrangement, except as disclosed on Schedule 4.05 or as constituting a Permitted Lien.

Section 4.09 — Intellectual Property

(a) Schedule 4.09 sets forth a true and complete list, as of the date hereof, of all registered patents, registered trademarks (including service marks), and registered copyrights owned by each Grantor, and all pending applications therefor, including the registration or application number, the filing or registration date, and the jurisdiction of registration or filing.

(b) Each Grantor is the sole and exclusive owner of, or has the right to use, all intellectual property that is material to the conduct of its business as currently conducted. No Grantor is aware of any claim or assertion that the use of the Collateral, or any intellectual property constituting part of the Collateral, infringes upon or violates the intellectual property rights of any third party in any material respect. No Grantor has received any written notice of any such infringement or violation.

(c) All material intellectual property of each Grantor is valid, subsisting, and enforceable, and no Grantor has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, or invalidation of any m

GUARANTEE AND COLLATERAL AGREEMENT
to be dated as of
the Closing Date (targeted June 30, 2025)
among
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower,
VMS TOOLING SOLUTIONS, LLC, a Michigan limited liability company,
VMS PRECISION MACHINING, INC., a Delaware corporation,
VMS DIE CAST TECHNOLOGIES, LLC, a Michigan limited liability company,
as Subsidiary Guarantors,
and
PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties
________________________________________
$45,000,000 Senior Secured Revolving Credit Facility
________________________________________
TABLE OF CONTENTS
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GUARANTEE AND COLLATERAL AGREEMENT
THIS GUARANTEE AND COLLATERAL AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is to be entered into as of the Closing Date (targeted June 30, 2025), by and among:
(1) VANTAGE MOBILITY SYSTEMS CORP., a corporation organized and existing under the laws of the State of Delaware (the "Borrower" or "VMS");
(2) VMS TOOLING SOLUTIONS, LLC, a limited liability company organized and existing under the laws of the State of Michigan ("VMS Tooling");
(3) VMS PRECISION MACHINING, INC., a corporation organized and existing under the laws of the State of Delaware ("VMS Precision");
(4) VMS DIE CAST TECHNOLOGIES, LLC, a limited liability company organized and existing under the laws of the State of Michigan ("VMS Die Cast"; and together with VMS Tooling and VMS Precision, each a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; and the Subsidiary Guarantors, together with the Borrower, each a "Grantor" and collectively, the "Grantors"); and
(5) PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as Collateral Agent for the Secured Parties (in such capacity, the "Collateral Agent").
Reference is hereby made to that certain Credit Agreement (in substantially final form, to be dated as of the Closing Date) (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among VMS, as Borrower, the Subsidiary Guarantors, as Guarantors, Pinnacle National Bank, National Association, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and Great Lakes Commercial Lending Corp. and Ironbridge Capital Finance, LLC, as Lenders, providing for a $45,000,000 Senior Secured Revolving Credit Facility (the "Facility").
RECITALS
WHEREAS, the Borrower has entered into the Credit Agreement, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to extend credit to the Borrower in an aggregate principal amount of up to $45,000,000 under a senior secured revolving credit facility, for the purpose of financing tooling capital expenditures related to original equipment manufacturer ("OEM") program launches and for general corporate purposes (subject to a sublimit of $11,250,000, representing 25% of the aggregate revolving commitments, for non-Tooling Capital Expenditures);
WHEREAS, the Lenders under the Credit Agreement and their respective commitments are as follows: (a) Pinnacle National Bank, N.A., with a commitment of $22,500,000; (b) Great Lakes Commercial Lending Corp., with a commitment of $13,500,000; and (c) Ironbridge Capital Finance, LLC, with a commitment of $9,000,000;
WHEREAS, the Facility includes (a) a swing line sublimit of $5,000,000 and (b) a letter of credit sublimit of $7,500,000, in each case as more fully described in the Credit Agreement;
WHEREAS, each Subsidiary Guarantor is a direct or indirect wholly-owned subsidiary of VMS and will derive substantial direct and indirect benefit from the extensions of credit made to the Borrower under the Credit Agreement, as proceeds of such extensions of credit will be used to fund tooling capital expenditures, working capital needs, and other general corporate purposes that benefit the consolidated enterprise;
WHEREAS, it is a condition precedent to the initial extensions of credit under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties;
WHEREAS, the Facility is secured on a pari passu and equal-priority basis with the existing first-lien term loan indebtedness outstanding under that certain Credit Agreement dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among VMS, Pinnacle National Bank, N.A. as Administrative Agent, and the lenders party thereto, all as governed by and subject to the terms of the Equal-Priority Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date) (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), between Pinnacle National Bank, N.A. (in its capacity as agent under the Facility) and Pinnacle National Bank, N.A. (in its capacity as agent under the Existing Credit Agreement); and
WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the respective meanings set forth below:
"Administrative Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity, with its principal office for purposes of the Credit Agreement and this Agreement located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.
"After-Acquired Property" means any and all property of any kind or nature acquired by any Grantor after the date hereof that would constitute Collateral hereunder if owned by such Grantor on the date hereof, including, without limitation, any accounts, inventory, equipment, general intangibles, intellectual property, deposit accounts, securities accounts, investment property, instruments, chattel paper, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and equity interests in any person, together with all proceeds and products thereof.
"Agreement" has the meaning set forth in the preamble to this Agreement.
"Borrower" means Vantage Mobility Systems Corp., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Federal Employer Identification Number: 38-4271956), with its principal executive offices and headquarters located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326, and with its registered agent in the State of Delaware being Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, together with its permitted successors and assigns.
"Closing Date" means June 30, 2025 (the targeted date for the closing of the Facility).
"Collateral" has the meaning set forth in Section 3.01.
"Collateral Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as collateral agent for the Secured Parties under this Agreement and the other Loan Documents, together with its successors and assigns in such capacity, with its principal office for purposes of this Agreement located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606; Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance.
"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
"Control Agreement" means any deposit account control agreement, securities account control agreement, or similar agreement entered into among a Grantor, the Collateral Agent, and the applicable depositary bank, securities intermediary, or other financial institution, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent obtains "control" (within the meaning of Sections 9-104, 9-106, or 8-106 of the UCC, as applicable) over the applicable deposit account or securities account. Without limiting the generality of the foregoing, the term "Control Agreement" includes that certain Deposit Account Control Agreement dated as of the date hereof among VMS, the Collateral Agent, and Lakeshore Trust Company with respect to VMS's deposit account ending in 7841 maintained at Lakeshore Trust Company, 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226.
"Copyright Security Agreement" means a copyright security agreement, in substantially the form attached hereto as Exhibit D (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Copyright Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Credit Agreement" has the meaning set forth in the preamble to this Agreement and refers to the Credit Agreement (in substantially final form, to be dated as of the Closing Date), among VMS, as Borrower, the Subsidiary Guarantors, as Guarantors, Pinnacle National Bank, National Association, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, and Great Lakes Commercial Lending Corp. and Ironbridge Capital Finance, LLC, as Lenders, as the same may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time.
"Domestic Subsidiary" means (a) VMS Tooling Solutions, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-5618294), (b) VMS Precision Machining, Inc., a Delaware corporation (Federal Employer Identification Number: 20-8734561), (c) VMS Die Cast Technologies, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-6091473), and (d) any other subsidiary of the Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia, whether now existing or hereafter formed or acquired.
"Equity Interests" means, with respect to any person, shares of capital stock of such person, membership interests in such person, partnership interests (general or limited) in such person, or any other equity ownership interests in such person, including, without limitation, any securities convertible into or exchangeable for any of the foregoing, and all warrants, options, or other rights to purchase or acquire any of the foregoing.
"Excluded Assets" means:
(a) any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto, solely to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;
(b) motor vehicles and other assets subject to certificates of title issued by any state or other governmental authority, to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement (provided that such assets shall cease to be Excluded Assets to the extent that a security interest therein can be perfected by a UCC financing statement or by notation on the applicable certificate of title, and the applicable Grantor shall use commercially reasonable efforts to perfect the Collateral Agent's security interest therein);
(c) any governmental permit, license, franchise, charter, consent, or approval to the extent that the grant of a security interest therein is prohibited by, or would be void or unenforceable under, applicable law (other than to the extent that such prohibition is rendered ineffective by the UCC or other applicable law, including Sections 9-406, 9-407, 9-408, and 9-409 of the UCC);
(d) any lease, license, contract, or agreement to which a Grantor is a party to the extent that the grant of a security interest therein would (i) constitute a breach or default thereunder or create a right of termination in favor of any third party thereto (other than any Grantor) or (ii) be prohibited by the terms thereof, but in each case only to the extent that the applicable anti-assignment provision is enforceable under applicable law and not rendered ineffective by Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law; provided that (A) any proceeds of any such lease, license, contract, or agreement shall not constitute Excluded Assets, and (B) upon the termination, lapse, or inapplicability of any such restriction, such lease, license, contract, or agreement shall automatically cease to be an Excluded Asset and shall be subject to the security interest granted hereunder; and
(e) any property to the extent that the pledge thereof, or the grant of a security interest therein, is prohibited by applicable law, rule, or regulation (but only for so long as such prohibition is in effect and has not been rendered ineffective by the UCC or other applicable law).
For the avoidance of doubt, the term "Excluded Assets" shall be construed narrowly, and no more property shall be excluded from the Collateral than is necessary to comply with the foregoing limitations.
"Existing Credit Agreement" means that certain Credit Agreement dated as of March 15, 2022, among VMS, as Borrower, Pinnacle National Bank, National Association, as Administrative Agent, and the several lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time, under which the outstanding principal balance as of March 31, 2025 was approximately $112,500,000.
"First-Tier Foreign Subsidiary" means VMS de México, S. de R.L. de C.V. (Registro Federal de Contribuyentes: VME150312AB9), a Mexican sociedad de responsabilidad limitada de capital variable, 100% of the equity interests of which are owned, directly or indirectly, by VMS, and any other foreign subsidiary of VMS in which VMS directly owns equity interests.
"Guaranteed Obligations" has the meaning set forth in Section 2.01.
"Grantors" has the meaning set forth in the preamble to this Agreement and means, collectively, VMS, VMS Tooling, VMS Precision, and VMS Die Cast, and any other person that becomes a party hereto as a Grantor pursuant to a supplement executed and delivered in accordance with the terms hereof.
"Intercreditor Agreement" means that certain Equal-Priority Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date), between Pinnacle National Bank, National Association (in its capacity as agent under the Facility) and Pinnacle National Bank, National Association (in its capacity as agent under the Existing Credit Agreement), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"IP Security Agreements" means, collectively, the Patent Security Agreement, the Trademark Security Agreement, and the Copyright Security Agreement, each as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Lakeshore Trust Company" means Lakeshore Trust Company, a Michigan state-chartered trust company, with its principal office located at 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226, in its capacity as the Borrower's primary depository bank.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement.
"New York UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.
"Patent Security Agreement" means a patent security agreement, in substantially the form attached hereto as Exhibit B (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Patent and Trademark Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.
"Pledged Equity" has the meaning set forth in Section 3.01(j).
"Qualified ECP Guarantor" means, at any time, each Grantor that has total assets exceeding $10,000,000 at such time or that otherwise constitutes an "eligible contract participant" under the Commodity Exchange Act and the applicable regulations thereunder at such time.
"Related Parties" means, with respect to any person, such person's affiliates and the directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives of such person and of such person's affiliates.
"Secured Obligations" means all Obligations (as defined in the Credit Agreement), whether now existing or hereafter arising, including, without limitation, (a) all principal amounts outstanding under the Credit Agreement and any related notes, (b) all interest thereon (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), (c) all fees payable under the Credit Agreement and the other Loan Documents (including commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and any other fees), (d) all costs, expenses, and indemnification obligations payable by any Grantor under the Credit Agreement and the other Loan Documents (including reasonable attorneys' fees and disbursements), and (e) all other amounts of every kind and nature from time to time owing by any Grantor to any Secured Party under the Credit Agreement or any other Loan Document, in each case whether or not contingent, joint or several, matured or unmatured, disputed or undisputed, liquidated or unliquidated, or arising by operation of law or otherwise.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Issuing Lender (Pinnacle National Bank, N.A.), the Swing Line Lender (Pinnacle National Bank, N.A.), each Lender (Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC), and their respective successors, transferees, and assigns.
"Subsidiary Guarantors" has the meaning set forth in the preamble to this Agreement and means VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and any other person that becomes a party hereto as a Subsidiary Guarantor pursuant to a supplement executed and delivered in accordance with the terms hereof.
"Swap Obligations" means, with respect to any Grantor, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.
"Trademark Security Agreement" means a trademark security agreement, in substantially the form attached hereto as Exhibit C (or such other form as may be reasonably satisfactory to the Collateral Agent), executed by the applicable Grantor in favor of the Collateral Agent for the ratable benefit of the Secured Parties, to be recorded with the United States Patent and Trademark Office, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"UCC" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction; provided that, if, by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 — Other Interpretive Provisions
(a) Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement.
(b) All terms defined in Article 9 of the UCC (including, without limitation, "accounts," "chattel paper," "commercial tort claims," "deposit accounts," "documents," "electronic chattel paper," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "letter-of-credit rights," "payment intangibles," "proceeds," "securities accounts," "software," "supporting obligations," and "tangible chattel paper") shall have the respective meanings set forth therein to the extent used herein and not otherwise defined herein.
(c) Unless the context otherwise requires, (i) references to any agreement (including this Agreement), document, or instrument mean such agreement, document, or instrument as from time to time amended, restated, supplemented, or otherwise modified in accordance with its terms; (ii) references to any law mean such law as amended from time to time and include any successor legislation thereto and any regulations promulgated thereunder; (iii) references to "Articles," "Sections," "Schedules," and "Exhibits" mean Articles, Sections, Schedules, and Exhibits of or to this Agreement; (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (v) the words "hereof," "herein," "hereby," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision hereof; (vi) references to any person include such person's successors and permitted assigns; (vii) the singular includes the plural and vice versa; and (viii) references to "$" or "dollars" mean the lawful currency of the United States of America.
Section 1.03 — Relationship to Credit Agreement and Intercreditor Agreement
(a) This Agreement is a "Loan Document" as defined in the Credit Agreement and is subject to all provisions of the Credit Agreement applicable to Loan Documents, including, without limitation, the provisions relating to the rights, duties, exculpation, and indemnification of the Administrative Agent and the Collateral Agent.
(b) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Intercreditor Agreement with respect to lien priority, the exercise of remedies, enforcement rights, the release or application of Collateral or proceeds thereof, or any other matter addressed by the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control and govern. Each Grantor acknowledges that it has received a copy of the Intercreditor Agreement and consents to the terms thereof.
(c) In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Credit Agreement (other than with respect to matters governed by the Intercreditor Agreement as set forth in clause (b) above), the terms and conditions of the Credit Agreement shall control and govern.
ARTICLE II — GUARANTEE
Section 2.01 — Guarantee of the Obligations
Each Subsidiary Guarantor hereby jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations. As used herein, "Guaranteed Obligations" means all Obligations of the Borrower now existing or hereafter arising under or in connection with the Credit Agreement, this Agreement, and each other Loan Document, including, without limitation:
(a) all principal amounts (including amounts in respect of revolving loans, swing line loans, and reimbursement obligations in respect of letters of credit) outstanding from time to time under the Credit Agreement;
(b) all interest on such principal amounts (including interest accruing at the then-applicable rate provided in the Credit Agreement after the maturity of the loans, interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and default interest, if applicable);
(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and any other fees;
(d) all costs, expenses, and disbursements (including reasonable and documented fees and disbursements of counsel) payable by the Borrower under the Credit Agreement and the other Loan Documents;
(e) all indemnification obligations of the Borrower under the Credit Agreement and the other Loan Documents; and
(f) all other amounts of every kind and nature from time to time owing by the Borrower to any Secured Party under the Credit Agreement or any other Loan Document, whether or not contingent, joint or several, matured or unmatured, disputed or undisputed, liquidated or unliquidated, arising by operation of law, contract, or otherwise.
The guarantee set forth in this Section 2.01 is a guarantee of payment and not of collection, and each Subsidiary Guarantor agrees that the Collateral Agent shall not be required to commence any proceeding or exhaust any right or remedy against the Borrower or any other person, or against any Collateral, before making demand on such Subsidiary Guarantor under this guarantee.
Section 2.02 — Guarantee Unconditional
The obligations of each Subsidiary Guarantor under this Article II are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, this Agreement, any other Loan Document, or any other agreement or instrument referred to herein or therein, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of each Subsidiary Guarantor that the obligations of each Subsidiary Guarantor hereunder shall not be discharged except by full and indefeasible payment and performance of the Guaranteed Obligations and the termination of all commitments under the Credit Agreement. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor under this Article II shall not be released, discharged, impaired, or otherwise affected by, and each Subsidiary Guarantor hereby irrevocably waives any defense based upon:
(a) any change in the time, manner, or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any amendment, modification, supplement, or waiver of, or any consent to departure from, the Credit Agreement, this Agreement, or any other Loan Document;
(b) any release, non-perfection, or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, this Agreement, or any other Loan Document, or any release of any other guarantor or other person;
(c) any amendment or waiver of, or any consent to departure from, any other guarantee for all or any of the Secured Obligations;
(d) any change in the corporate existence, structure, or ownership of the Borrower or any other Grantor, or any insolvency, bankruptcy, reorganization, dissolution, liquidation, or other similar proceeding affecting the Borrower or any other Grantor or its assets, or any resulting release or discharge of any Secured Obligation;
(e) any lack of validity or enforceability of the Credit Agreement, this Agreement, any other Loan Document, or any agreement or instrument relating thereto;
(f) any impossibility or impracticability of performance by the Borrower, or any defense arising by reason of the Borrower's lack of authority, the illegality of any Secured Obligation, or the existence of any claim, set-off, defense, or other right that any Grantor may have at any time against the Collateral Agent, any Secured Party, the Borrower, or any other person, whether in connection with this Agreement or any unrelated transaction;
(g) any change in the laws, rules, or regulations of any jurisdiction or any present or future action of any governmental authority; or
(h) any other act or omission to act, or delay of any kind, by the Collateral Agent, any Secured Party, the Borrower, or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge or defense of a surety or guarantor.
No Secured Party shall be required to exhaust any recourse or remedies against the Borrower, or to resort to any Collateral or any other security, before enforcing this guarantee against any Subsidiary Guarantor.
Section 2.03 — Reinstatement
The obligations of each Subsidiary Guarantor under this Article II shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, the Borrower or any other Grantor or any substantial part of its property, or upon the making of any general assignment for the benefit of creditors by the Borrower or any other Grantor, or otherwise, all as though such payment had not been made. If an Event of Default shall at any time have occurred and be continuing, and any payment by the Borrower to any Secured Party is stayed or enjoined, all Secured Obligations to such Secured Party shall, for purposes of this Article II, be deemed to have become immediately due and payable, and each Subsidiary Guarantor shall immediately make such payment to the Collateral Agent for the ratable benefit of such Secured Party.
Section 2.04 — Waiver of Defenses
Each Subsidiary Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) promptness, diligence, notice of acceptance of this guarantee, presentment, demand for payment or performance, protest, notice of non-payment, notice of dishonor, notice of any loans made, credit extended, Collateral received or delivered, or any other action taken in reliance on this guarantee, and all other demands and notices whatsoever with respect to the Guaranteed Obligations or this guarantee;
(b) any defense based upon the status or capacity of any Subsidiary Guarantor as a surety or guarantor, or the suretyship or guarantor defenses available to such Subsidiary Guarantor under applicable law, including, without limitation, any defense based upon an election of remedies by the Collateral Agent or any Secured Party (including any election to proceed under the UCC by nonjudicial sale);
(c) any right to require the Collateral Agent or any Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, (iii) marshal assets in favor of any Subsidiary Guarantor, the Borrower, or any other person, or (iv) pursue any other remedy in the Collateral Agent's or any Secured Party's power before proceeding against such Subsidiary Guarantor;
(d) the benefit of any statute of limitations affecting the enforcement of this guarantee or the liability of any Subsidiary Guarantor hereunder, to the extent permitted by applicable law; and
(e) any defense arising by reason of any disability or other defense of the Borrower or any other person, or by reason of the cessation from any cause whatsoever (other than full and indefeasible payment and performance in full) of the Secured Obligations.
Section 2.05 — Subrogation
No Subsidiary Guarantor shall exercise any right of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Grantor, or any right to participate in any claim or remedy of any Secured Party against the Borrower or any other Grantor or any Collateral that any Secured Party now has or hereafter acquires, in each case whether or not such claim, remedy, or right arises in equity, under contract, by statute, under common law, or otherwise, until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation, contribution, reimbursement, indemnity, or participation rights at any time when all Secured Obligations shall not have been indefeasibly paid in full in cash, such amount shall be held in trust for the benefit of the Collateral Agent, on behalf of the Secured Parties, and shall forthwith be paid over to the Collateral Agent for application to the Secured Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the Credit Agreement.
Section 2.06 — Contribution Among Guarantors
(a) Each Subsidiary Guarantor agrees that, in connection with payments made hereunder, each Subsidiary Guarantor shall have the right of contribution from each other Subsidiary Guarantor in accordance with applicable law, as among themselves (but not against the Borrower); provided, however, that no such right of contribution may be exercised, and no claim in respect thereof may be made, until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired.
(b) Fraudulent Conveyance Savings Clause. Notwithstanding any provision of this Agreement to the contrary, the maximum aggregate amount of the Guaranteed Obligations for which any Subsidiary Guarantor shall be liable under this Article II shall not exceed the largest amount that would not render such Subsidiary Guarantor's guarantee hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11 of the United States Code) or under any applicable provisions of comparable state law (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, and the New York Debtor and Creditor Law), in each case after giving effect, to the fullest extent permitted by applicable law, to (i) all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such laws, and (ii) the value of the assets of such Subsidiary Guarantor (including the right to contribution from each other Subsidiary Guarantor under this Section 2.06).
Section 2.07 — Keepwell
Each Grantor that at any time constitutes a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support to each other Grantor that is not then an "eligible contract participant" under the Commodity Exchange Act (each, a "Specified Grantor") as may be needed by such Specified Grantor from time to time to honor its obligations under this Agreement in respect of Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the obligations of such Qualified ECP Guarantor under this Section 2.07, or the obligations of such Qualified ECP Guarantor under any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated. Each Grantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each Specified Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Section 2.08 — Continuing Guarantee
The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, whether existing at the date hereof or arising after the date hereof. This guarantee shall remain in full force and effect until all Secured Obligations have been indefeasibly paid in full in cash, all commitments under the Credit Agreement have been terminated, and all outstanding letters of credit have been cash collateralized or have expired.
ARTICLE III — COLLATERAL; GRANT OF SECURITY INTEREST
Section 3.01 — Grant of Security Interest
As security for the full and punctual payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all right, title, and interest of such Grantor in, to, and under all of the following property, wherever located and whether now owned or existing or hereafter acquired or arising, and all additions and accessions thereto (collectively, the "Collateral"):
(a) Accounts. All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or otherwise disposed of, for services rendered, for a policy of insurance issued or to be issued, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, and all rights to payment of any kind, whether or not earned by performance.
(b) Inventory. All inventory (as defined in the UCC), including, without limitation, all raw materials, work-in-process, finished goods, goods held for sale, lease, or license, and goods furnished or to be furnished under a contract of service, packaging materials, supplies, and all other inventory of whatever kind or nature, all goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which such Grantor has an interest or right as consignee), and all documents of title representing any of the foregoing.
(c) Equipment. All equipment (as defined in the UCC), including, without limitation, all tooling, dies, molds, jigs, patterns, fixtures, machinery, apparatus, computer hardware, computer equipment, office equipment, data processing equipment, manufacturing equipment, vehicles (to the extent not constituting Excluded Assets), furniture, furnishings, appliances, tools, spare parts, and other tangible personal property of every kind and nature (other than inventory).
(d) General Intangibles. All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, contract rights, rights to payment, customer lists, supplier lists, goodwill, tax refunds, tax refund claims, rights under letters of credit, rights under insurance policies, rights to indemnification, rights to dividends and distributions, rights under warranties, and all other intangible property of every kind and nature.
(e) intellectual Property. All intellectual property, including, without limitation:
(i) all patents, patent applications, patent licenses, and patent rights, including all reissues, divisions, continuations, renewals, extensions, provisionals, and continuations-in-part thereof, and all rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement or other violations thereof (collectively, "Patents");
(ii) all trademarks, trademark applications and registrations, service marks, service mark applications and registrations, trade names, trade dress, logos, slogans, brand names, design rights, corporate names, internet domain names, and all goodwill associated therewith, and all rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement, dilution, unfair competition, or other violations thereof (collectively, "Trademarks");
(iii) all copyrights, copyright applications and registrations, including all renewals and extensions thereof, moral rights, rights corresponding thereto throughout the world, and all rights to sue for past, present, or future infringement or other violations thereof (collectively, "Copyrights"); and
(iv) all trade secrets, proprietary information, confidential information, inventions, processes, designs, methods, know-how, formulae, technology, data, software (including source code and object code), databases, and technical information (collectively, "Trade Secrets").
All Patents, Trademarks, and Copyrights are further described in the IP Security Agreements to be filed with the United States Patent and Trademark Office and, where applicable, the United States Copyright Office.
(f) Deposit Accounts. All deposit accounts (as defined in the UCC), including, without limitation, all demand, time, savings, passbook, and similar accounts maintained at any bank, savings and loan association, credit union, or other financial institution, including the accounts maintained by VMS at Lakeshore Trust Company, 777 Woodward Avenue, Suite 500, Detroit, Michigan 48226 (including the account ending in 7841), together with all amounts on deposit therein and all interest, dividends, and other income thereon, in each case subject to Control Agreements.
(g) Securities Accounts and Investment Property. All securities accounts (as defined in the UCC), all securities (whether certificated or uncertificated), all security entitlements, all financial assets, and all other investment property (as defined in the UCC), together with all interest, dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, in each case subject to Control Agreements.
(h) Instruments and Chattel Paper. All instruments (as defined in the UCC), including, without limitation, all promissory notes, drafts, and other evidences of indebtedness, and all chattel paper (as defined in the UCC), whether tangible or electronic.
(i) Documents and Letter-of-Credit Rights. All documents of title (as defined in the UCC), including all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all letter-of-credit rights (as defined in the UCC), including all rights to payment or performance under any letter of credit.
(j) Pledged Equity. All Equity Interests now owned or hereafter acquired by each Grantor in any person (collectively, the "Pledged Equity"), including, without limitation:
(i) 100% of the issued and outstanding membership interests of VMS Tooling Solutions, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-5618294), held by VMS;
(ii) 100% of the issued and outstanding shares of capital stock of VMS Precision Machining, Inc., a Delaware corporation (Federal Employer Identification Number: 20-8734561), held by VMS;
(iii) 100% of the issued and outstanding membership interests of VMS Die Cast Technologies, LLC, a Michigan limited liability company (Federal Employer Identification Number: 38-6091473), held by VMS; and
(iv) 65% of the voting equity interests (partes sociales) of VMS de México, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (Registro Federal de Contribuyentes: VME150312AB9), held by VMS; provided that, notwithstanding the fact that VMS owns 100% of the total equity interests of VMS de México, the pledge of equity interests of VMS de México is limited to 65% of the voting equity interests of VMS de México in accordance with the terms of the Credit Agreement relating to first-tier foreign subsidiaries.
For the avoidance of doubt, 100% of the equity interests of each Domestic Subsidiary are pledged hereunder, and 65% of the voting equity interests of each First-Tier Foreign Subsidiary are pledged hereunder. The Pledged Equity includes all certificates, instruments, or other documents representing the foregoing, all options and rights of any nature whatsoever that may be issued or granted by any issuer to any Grantor with respect to the Pledged Equity, and all interest, dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity.
(k) Commercial Tort Claims. All commercial tort claims (as defined in the UCC) now existing or hereafter arising, including those described on Schedule 3.01(k) hereto, as the same may be supplemented from time to time in accordance with Section 5.09(c) hereof.
(l) Supporting Obligations. All supporting obligations (as defined in the UCC) related to any of the foregoing, including all guarantees, letters of credit, letter-of-credit rights, and other forms of credit support.
(m) Proceeds and Products. All proceeds (as defined in the UCC), including all cash proceeds and noncash proceeds, and all products of any and all of the foregoing Collateral, including, without limitation, all insurance proceeds (whether or not the Collateral Agent is the loss payee thereof), all payments under any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing, all proceeds of any suit or claim related to the foregoing, and all collections and other receipts.
(n) Books and Records. All books, records, ledger cards, files, correspondence, databases, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or realization thereupon.
Section 3.02 — Excluded Assets
Notwithstanding the foregoing provisions of Section 3.01, the Collateral shall not include any Excluded Assets (as defined in Section 1.01). Each Grantor acknowledges and agrees that, to the extent any property is an Excluded Asset at the time of its acquisition by such Grantor but subsequently ceases to qualify as an Excluded Asset (whether by reason of the lapse or termination of an applicable anti-assignment restriction, the filing of a statement of use with respect to an intent-to-use trademark application, or otherwise), such property shall automatically and without further action by any party become part of the Collateral and be subject to the security interest granted hereunder, and each Grantor shall promptly take all actions necessary to perfect the security interest of the Collateral Agent therein, including the execution and delivery of any filings, agreements, or instruments reasonably requested by the Collateral Agent.
Section 3.03 — Pari Passu Lien; Intercreditor Agreement
(a) The security interests granted pursuant to this Article III secure the Secured Obligations on a first-priority basis, pari passu and on an equal and ratable basis with the liens securing the obligations arising under the Existing Credit Agreement, all as set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. Each Grantor acknowledges and agrees that the relative rights and priorities of the Collateral Agent (on behalf of the Secured Parties) and the agent under the Existing Credit Agreement with respect to the Collateral are as set forth in the Intercreditor Agreement, and the terms of the Intercreditor Agreement shall govern in all respects with respect to such matters.
(b) The rights of the Collateral Agent and the Secured Parties with respect to the Collateral are in all respects subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement with respect to the priority of liens, the exercise of remedies, the sharing of proceeds, or any other matter addressed by the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control and prevail.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GRANTORS
Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:
Section 4.01 — Organization and Good Standing
Each Grantor is a legal entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now conducted. Without limiting the generality of the foregoing:
(a) VMS is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing as a foreign corporation in the State of Michigan;
(b) VMS Tooling Solutions, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Michigan;
(c) VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; and
(d) VMS Die Cast Technologies, LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Michigan.
Section 4.02 — Authorization; No Conflicts
(a) Each Grantor has full corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Agreement and to grant the security interests and pledges provided for herein. The execution, delivery, and performance by each Grantor of this Agreement, and the grant by each Grantor of the security interests and pledges provided for herein, have been duly authorized by all necessary corporate, limited liability company, or other organizational action of such Grantor, including approval by the board of directors, managing members, or other governing body of such Grantor, as applicable.
(b) The execution, delivery, and performance by each Grantor of this Agreement, and the grant by each Grantor of the security interests and pledges provided for herein, do not and will not (i) violate any provision of the certificate of incorporation, certificate of formation, bylaws, operating agreement, or other organizational documents of such Grantor, (ii) violate any applicable law, rule, regulation, order, judgment, injunction, or decree binding on such Grantor or its property, (iii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material agreement, indenture, instrument, or other document to which such Grantor is a party or by which such Grantor or any of its properties is bound, including, without limitation, the Existing Credit Agreement (as modified by the Intercreditor Agreement), or (iv) result in the creation or imposition of any Lien on any property of such Grantor (other than the Liens created hereunder and Permitted Liens).
Section 4.03 — Enforceability
This Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, or other similar laws relating to or affecting creditors' rights generally, and (b) general principles of equity (whether enforcement is sought in a proceeding in equity or at law).
Section 4.04 — Ownership of Collateral; Liens
Each Grantor is the sole legal and beneficial owner of all of its Collateral, and has good and marketable title thereto, free and clear of all Liens of every kind or nature, other than (a) the Lien created in favor of the Collateral Agent pursuant to this Agreement, (b) the Liens securing the obligations under the Existing Credit Agreement (as governed by the Intercreditor Agreement), and (c) Permitted Liens (as defined in the Credit Agreement). No financing statement, security agreement, or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any public office, except (x) financing statements filed in favor of the Collateral Agent in connection herewith, (y) financing statements filed in connection with the Existing Credit Agreement, and (z) financing statements or similar filings related to Permitted Liens.
Section 4.05 — Locations; Organizational Information
(a) Schedule 4.05 attached hereto sets forth, as of the date hereof, for each Grantor: (i) its exact legal name as it appears in its organizational documents filed with the applicable secretary of state or other filing office, (ii) its jurisdiction of organization, (iii) its organizational identification number (as assigned by its jurisdiction of organization), (iv) its Federal Tax Identification Number (Employer Identification Number), (v) the address of its chief executive office and each of its principal places of business, and (vi) the locations where Collateral (including all tooling, equipment, dies, molds, fixtures, machinery, and inventory) is maintained.
(b) Without limiting the generality of the foregoing, each Grantor makes the following specific disclosures:
(i) VMS: exact legal name: "Vantage Mobility Systems Corp."; jurisdiction of organization: Delaware; Federal Employer Identification Number: 38-4271956; chief executive office: 4100 Industrial Parkway, Auburn Hills, Michigan 48326; registered agent in Delaware: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801;
(ii) VMS Tooling: exact legal name: "VMS Tooling Solutions, LLC"; jurisdiction of organization: Michigan; Federal Employer Identification Number: 38-5618294;
(iii) VMS Precision: exact legal name: "VMS Precision Machining, Inc."; jurisdiction of organization: Delaware; Federal Employer Identification Number: 20-8734561; and
(iv) VMS Die Cast: exact legal name: "VMS Die Cast Technologies, LLC"; jurisdiction of organization: Michigan; Federal Employer Identification Number: 38-6091473.
(c) Each Grantor's chief executive office has been located at the address set forth in Schedule 4.05 for the four-month period (or, if shorter, since the date of such Grantor's organization) preceding the date hereof. No Grantor has, during such period, changed its legal name, its jurisdiction of organization, or its organizational form from that set forth on Schedule 4.05.
Section 4.06 — Accounts Receivable
All accounts receivable of each Grantor constituting Collateral are genuine and arise out of bona fide transactions in the ordinary course of business, and are not subject to any defense, set-off, counterclaim, or discount, except as may be disclosed in writing to the Collateral Agent. Each Grantor has delivered or made available to the Collateral Agent a true and correct aging schedule of its accounts receivable as of a recent date. Each Grantor acknowledges and discloses that its top three OEM customers represent approximately 61% of the Grantors' consolidated fiscal year 2024 revenue, as follows:
Total consolidated revenue for fiscal year 2024 was approximately $218,400,000. Each Grantor shall promptly notify the Collateral Agent of any material change in the customer concentration of its accounts receivable.
Section 4.07 — Inventory
All inventory of each Grantor constituting Collateral is of good and merchantable quality, free from material defects (ordinary wear and tear excepted), and is not subject to any licensing, patent, trademark, trade name, or copyright agreement with any third party that restricts the ability of the Collateral Agent to exercise its remedies with respect thereto, except as otherwise disclosed on Schedule 4.09 or as constituting a Permitted Lien. All inventory is located at the locations identified on Schedule 4.05, except for inventory in transit in the ordinary course of business. No Grantor maintains any inventory at any location other than those disclosed on Schedule 4.05, except for immaterial amounts of inventory in transit or at customer sites pursuant to consignment or bailment arrangements disclosed to the Collateral Agent.
Section 4.08 — Equipment
All material equipment of each Grantor constituting Collateral (including, without limitation, all tooling, dies, molds, fixtures, jigs, patterns, and machinery) is in good working order and condition, ordinary wear and tear excepted, and is adequate for the uses to which it is being put. All such equipment is located at the locations identified on Schedule 4.05. No material item of equipment is subject to any lease (whether operating or finance) or conditional sale or other title retention arrangement, except as disclosed on Schedule 4.05 or as constituting a Permitted Lien.
Section 4.09 — Intellectual Property
(a) Schedule 4.09 sets forth a true and complete list, as of the date hereof, of all registered patents, registered trademarks (including service marks), and registered copyrights owned by each Grantor, and all pending applications therefor, including the registration or application number, the filing or registration date, and the jurisdiction of registration or filing.
(b) Each Grantor is the sole and exclusive owner of, or has the right to use, all intellectual property that is material to the conduct of its business as currently conducted. No Grantor is aware of any claim or assertion that the use of the Collateral, or any intellectual property constituting part of the Collateral, infringes upon or violates the intellectual property rights of any third party in any material respect. No Grantor has received any written notice of any such infringement or violation.
(c) All material intellectual property of each Grantor is valid, subsisting, and enforceable, and no Grantor has taken any action or failed to take any action that could reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, or invalidation of any m

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