1007-00001 · Vantage Mobility Systems Corp · Transaction Documents

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LIMITED GUARANTEE

To be dated as of the Closing Date (targeted June 30, 2025)

RIDGECREST AUTOMOTIVE HOLDINGS, LLC

a Delaware limited liability company

in favor of

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION

as Administrative Agent

LIMITED GUARANTEE

This LIMITED GUARANTEE (this "Limited Guarantee"), to be dated as of the Closing Date (targeted June 30, 2025), is to be made by RIDGECREST AUTOMOTIVE HOLDINGS, LLC, a Delaware limited liability company (the "Guarantor" or "RAH"), having an address c/o Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801, in favor of PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (the "Administrative Agent") under the Credit Agreement (as defined below), for the benefit of itself and the Lenders (as defined in the Credit Agreement).

RECITALS

WHEREAS, reference is 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 Vantage Mobility Systems Corp., a Delaware corporation (the "Borrower" or "VMS"), the Subsidiary Guarantors party thereto from time to time, Pinnacle National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, Great Lakes Commercial Lending Corp., as a Lender, Ironbridge Capital Finance, LLC, as a Lender, and Pinnacle National Bank, N.A., as a Lender, providing for a senior secured revolving credit facility in an aggregate principal amount of Forty-Five Million Dollars ($45,000,000) (the "Revolving Credit Facility");

WHEREAS, RAH is a Delaware limited liability company and the direct parent of VMS, holding eighty-seven and two-tenths percent (87.2%) of the issued and outstanding equity interests in VMS through Ridgecrest Automotive Holdings, LLC, with the remaining twelve and eight-tenths percent (12.8%) of the equity interests in VMS held by certain members of VMS's management team pursuant to management rollover equity arrangements entered into in connection with the acquisition of VMS by RAH;

WHEREAS, RAH is an indirect subsidiary of Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership (vintage 2021; approximately $2.8 billion in committed capital), which is managed by Ridgecrest Capital Partners, LP, a Delaware limited partnership;

WHEREAS, the Administrative Agent and the Lenders have required the execution and delivery of this Limited Guarantee by RAH as a condition precedent to the closing of the Credit Agreement and the initial extension of credit thereunder on the Closing Date;

WHEREAS, RAH acknowledges that it will derive substantial direct and indirect benefit from the extension of credit under the Credit Agreement to VMS, and that the execution and delivery of this Limited Guarantee is in the best interests of RAH;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RAH hereby agrees as follows:

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

SECTION 1. DEFINITIONS

As used in this Limited Guarantee, the following terms shall have the following meanings:

"Administrative Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.

"Borrower" means Vantage Mobility Systems Corp., a corporation duly incorporated and existing under the laws of the State of Delaware, with its principal executive offices located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326.

"Cap" means Five Million Dollars ($5,000,000), being the maximum aggregate liability of the Guarantor under this Limited Guarantee as more particularly described in Section 2(c) hereof.

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

"Closing Date Representations" means the representations and warranties of the Borrower and the Subsidiary Guarantors set forth in Article V (Representations and Warranties) of the Credit Agreement (or any equivalent article thereof), in each case as made on the Closing Date.

"Credit Agreement" means the Credit Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors party thereto from time to time, the Administrative Agent, and the Lenders, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time in accordance with the terms thereof.

"Fraud" means actual common law fraud (as distinguished from constructive fraud, equitable fraud, negligent misrepresentation, or any similar theory) involving a knowing and intentional misrepresentation of a material fact by RAH (or by any officer, director, manager, or authorized representative of RAH acting in such capacity) with the specific intent to deceive, and upon which the Administrative Agent or the applicable Lender actually and reasonably relied to its detriment. For the avoidance of doubt, "Fraud" shall not include any theory of fraud based on constructive knowledge, recklessness, negligence, or any similar concept.

"Guaranteed Obligations" has the meaning specified in Section 2 hereof, and is limited to Losses arising from or relating to Specified Defaults, subject in all respects to the Cap.

"Lenders" means the lenders party to the Credit Agreement from time to time, which as of the Closing Date are Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC, together with their respective successors and assigns.

"Losses" means any and all losses, damages, liabilities, costs, and expenses (including reasonable and documented out-of-pocket attorneys' fees and expenses of one counsel to the Administrative Agent and one counsel to the Lenders, taken as a whole) actually suffered or incurred by the Administrative Agent or any Lender as a direct result of a Specified Default.

"Specified Defaults" has the meaning specified in Section 2(b) hereof.

All other capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.2 of the Credit Agreement shall apply to this Limited Guarantee, mutatis mutandis.

SECTION 2. LIMITED GUARANTEE; GUARANTEED OBLIGATIONS

Section 2(a). Grant of Guarantee.

RAH hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the due and punctual payment and performance of the Guaranteed Obligations when and as the same shall become due and payable, whether at stated maturity, by acceleration, by demand, or otherwise, subject in all respects to the terms, conditions, and limitations expressly set forth in this Limited Guarantee. This Limited Guarantee constitutes a guarantee of payment and performance and not merely a guarantee of collection, and RAH agrees that the Administrative Agent may enforce this Limited Guarantee without first resorting to or exhausting any other remedy or proceeding against the Borrower, any Subsidiary Guarantor, or any collateral or security.

Section 2(b). Scope — Specified Defaults.

The "Guaranteed Obligations" shall be limited exclusively to Losses arising from or relating to the following events and circumstances (collectively, the "Specified Defaults"):

(i) Breach of Closing Date Representations. Any breach or inaccuracy of any Closing Date Representation of the Borrower or any Subsidiary Guarantor as of the Closing Date (that is, representations and warranties made as of the Closing Date (targeted June 30, 2025)), but only to the extent that (A) such breach or inaccuracy existed as of the Closing Date and (B) such breach or inaccuracy was known to RAH or any of its officers, directors, managers, or authorized representatives as of the Closing Date. For the avoidance of doubt, breaches or inaccuracies that first arise after the Closing Date, or that were not known (and would not reasonably have been expected to be known) to RAH or its officers, directors, managers, or authorized representatives as of the Closing Date, shall not constitute Specified Defaults under this clause (i).

(ii) Fraud. Fraud committed by RAH or by the Borrower at the direction of, or with the knowing participation of, RAH or any of its officers, directors, managers, or authorized representatives, in connection with the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document.

(iii) Willful Misconduct / Bad Acts. Willful misconduct, gross negligence, or intentional misrepresentation by RAH or any of its officers, directors, managers, or authorized representatives (acting in such capacity) in connection with the Credit Agreement, this Limited Guarantee, or any other Loan Document.

For the avoidance of doubt, the Guaranteed Obligations shall not include, and RAH shall have no obligation whatsoever under this Limited Guarantee to repay, any Loans, interest, fees, or other amounts owing under the Credit Agreement or any other Loan Document, except to the extent that such amounts constitute Losses arising directly from one or more Specified Defaults. Nothing in this Limited Guarantee shall be construed as a guarantee of the general credit risk of the Borrower, and RAH shall have no obligation to make any payment hereunder on account of the Borrower's inability or failure to repay Loans or other Obligations under the Credit Agreement arising from causes other than Specified Defaults.

Section 2(c). Cap on Liability.

Notwithstanding anything to the contrary contained herein, in the Credit Agreement, or in any other Loan Document, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Five Million Dollars ($5,000,000) (the "Cap") under any and all circumstances. Once the Administrative Agent and the Lenders have received aggregate payments from RAH under this Limited Guarantee in an amount equal to the Cap, RAH shall have no further obligation, liability, or responsibility hereunder, and this Limited Guarantee shall be deemed fully satisfied and discharged. The Cap shall apply to the aggregate of all Guaranteed Obligations under this Limited Guarantee and shall not be applied on a per-Specified Default basis. In no event shall RAH be liable for punitive, consequential, special, or exemplary damages, except to the extent such damages are included in a final, non-appealable judgment entered against the Administrative Agent or any Lender in favor of a third party and constitute Losses.

SECTION 3. NATURE OF GUARANTEE; UNCONDITIONAL OBLIGATIONS

Section 3(a). Absolute and Unconditional.

Subject to the limitations expressly set forth in Section 2 (including the Cap and the limitation to Specified Defaults), the obligations of RAH under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, or exchange of any security interest or collateral therefor, 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. RAH's obligations hereunder shall not be subject to any counterclaim, set-off, deduction, or defense based upon any claim that RAH may have against the Borrower, any Subsidiary Guarantor, the Administrative Agent, any Lender, or any other person; provided, however, that nothing herein shall prevent RAH from asserting as a defense to its obligations hereunder any defense that would be available to the Borrower under the Credit Agreement or applicable law and that does not relate to the financial capacity, insolvency, or inability to pay of the Borrower or any Subsidiary Guarantor, or any defense based upon (x) payment in full of the Guaranteed Obligations, (y) the express terms and limitations of this Limited Guarantee (including the Cap and the definition of Specified Defaults), or (z) the applicable statute of limitations with respect to any claim under this Limited Guarantee.

Section 3(b). Waivers by Guarantor.

RAH hereby waives, to the fullest extent permitted by applicable law:

(i) promptness, diligence, notice of acceptance of this Limited Guarantee, notice of any default or Event of Default under the Credit Agreement or any other Loan Document, presentment, demand for payment, protest, and all other notices of any kind to which RAH might otherwise be entitled, including notice of the existence, creation, or incurrence of any new or additional Guaranteed Obligations;

(ii) notice of the existence, creation, or incurrence of the Guaranteed Obligations or any of the obligations of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document;

(iii) any right to require the Administrative Agent or any Lender to (A) proceed against the Borrower, any Subsidiary Guarantor, or any other person, (B) proceed against or exhaust any security or collateral held from the Borrower, any Subsidiary Guarantor, or any other person, or (C) pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever, in each case before proceeding against RAH under this Limited Guarantee;

(iv) any defense arising by reason of the application of the statute of limitations to the Guaranteed Obligations to the extent such defense would bar enforcement of this Limited Guarantee within the time periods contemplated by Section 10 hereof; and

(v) any right of subrogation, contribution, reimbursement, or indemnity against the Borrower or any Subsidiary Guarantor until all Guaranteed Obligations have been irrevocably paid in full (as more particularly provided in Section 7 hereof).

Section 3(c). Continuing Guarantee.

This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until the earlier of (i) the date on which the aggregate payments made by RAH under this Limited Guarantee equal the Cap and (ii) the Termination Date (as defined in Section 10 hereof). This Limited Guarantee shall apply to all Guaranteed Obligations arising from or relating to Specified Defaults, whether existing on the Closing Date or arising thereafter (to the extent contemplated by Section 2(b)).

SECTION 4. CONSENTS AND AGREEMENTS OF GUARANTOR

RAH hereby consents to, and agrees that its obligations under this Limited Guarantee shall not be released, diminished, impaired, reduced, or otherwise adversely affected by any of the following, and RAH waives any rights (including any right to notice) that RAH might otherwise have by reason of any of the following:

(a) any amendment, modification, supplement, renewal, restatement, extension, or rearrangement of the Credit Agreement or any other Loan Document (including any increase or decrease in the rate of interest thereon); provided, however, that no amendment, modification, or supplement that (I) increases the Cap or (II) expands the scope of the Specified Defaults shall be effective against RAH without the prior written consent of RAH;

(b) any release or discharge, in whole or in part, of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement or any other Loan Document, whether by operation of law or otherwise;

(c) any increase or decrease in the aggregate Commitments under the Credit Agreement (including any exercise of the accordion feature permitting up to Fifteen Million Dollars ($15,000,000) in additional Commitments, or any reduction of Commitments from the initial aggregate amount of Forty-Five Million Dollars ($45,000,000));

(d) any change in the identity, composition, or number of any Lender, whether by assignment, participation, or otherwise, in accordance with the terms of the Credit Agreement;

(e) any exercise or non-exercise by the Administrative Agent or any Lender of any right, power, or remedy under the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement (if any), or any other Loan Document, including any waiver, consent, forbearance, or failure to enforce any term, covenant, or condition thereof;

(f) any impairment, modification, release, or non-perfection of, or any failure to realize upon, any collateral or security for the Obligations under the Credit Agreement or any other Loan Document;

(g) the commencement of any bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, or similar proceeding by or against the Borrower, any Subsidiary Guarantor, or any other person, or the disallowance, avoidance, or subordination of any claim of the Administrative Agent or any Lender in any such proceeding;

(h) any defense, set-off, or counterclaim that may at any time be available to or asserted by the Borrower or any Subsidiary Guarantor against the Administrative Agent or any Lender (other than the defenses expressly preserved in Section 3(a)); and

(i) any other act, omission, event, or circumstance that might otherwise constitute a legal or equitable discharge of, or defense available to, a surety or guarantor, whether similar or dissimilar to the foregoing.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF GUARANTOR

RAH hereby represents and warrants to the Administrative Agent and each Lender as follows, in each case as of the Closing Date:

Section 5(a). Organization and Good Standing.

RAH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. RAH's Employer Identification Number is 84-3965012. RAH's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

Section 5(b). Power and Authority.

RAH has full limited liability company power and authority to execute, deliver, and perform its obligations under this Limited Guarantee and to consummate the transactions contemplated hereby. RAH has full limited liability company power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

Section 5(c). Due Authorization.

The execution, delivery, and performance of this Limited Guarantee and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of RAH, including all requisite approvals of the members, managers, and board of directors (or equivalent governing body) of RAH. No further approval, consent, authorization, or other action by, or notice to or filing with, any person (including any member, manager, or governing body of RAH) is required in connection with the execution, delivery, or performance of this Limited Guarantee by RAH.

Section 5(d). Enforceability.

This Limited Guarantee constitutes the legal, valid, and binding obligation of RAH, enforceable against RAH in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, fair dealing, and reasonableness.

Section 5(e). No Conflicts.

The execution, delivery, and performance by RAH of this Limited Guarantee do not and will not (i) conflict with, or result in a breach of, or constitute a default under, the certificate of formation, limited liability company agreement, or any other organizational document of RAH, (ii) violate any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to RAH or any of its properties or assets, or (iii) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent or notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which RAH is a party or by which RAH or any of its properties or assets is bound.

Section 5(f). No Governmental Approvals.

No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any governmental authority or regulatory body is required to be obtained or made by RAH in connection with the execution, delivery, and performance by RAH of this Limited Guarantee or the consummation of the transactions contemplated hereby.

Section 5(g). Ownership of Borrower.

RAH is the direct holder of eighty-seven and two-tenths percent (87.2%) of the issued and outstanding equity interests of the Borrower, free and clear of all liens, claims, and encumbrances (other than those created or permitted under the Credit Agreement, the Guarantee and Collateral Agreement, and the other Loan Documents). The remaining twelve and eight-tenths percent (12.8%) of the issued and outstanding equity interests of the Borrower is held by management rollover equity holders. RAH is a wholly owned subsidiary of Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership.

Section 5(h). Benefit.

RAH acknowledges and agrees that it will derive substantial direct and indirect benefit from the Credit Agreement and the extension of credit thereunder to the Borrower. RAH has reviewed the Credit Agreement and the other Loan Documents and is familiar with the terms and conditions thereof. The execution and delivery of this Limited Guarantee by RAH is in the best interests of RAH and is necessary and convenient to the conduct, promotion, and attainment of the business and purposes of RAH.

SECTION 6. PAYMENTS; APPLICATION

Section 6(a). Payment Obligations.

All payments by RAH under this Limited Guarantee shall be made in immediately available funds in lawful money of the United States of America to the Administrative Agent at its office located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606, Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance (or at such other address or to such other account as the Administrative Agent may from time to time designate by written notice to RAH). All such payments shall be made without any set-off, counterclaim, deduction, defense, abatement, suspension, or deferment of any kind. If any payment hereunder becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall not be included in the computation of interest or fees, if any.

Section 6(b). Application of Payments.

All payments received by the Administrative Agent from RAH pursuant to this Limited Guarantee shall be applied to the Guaranteed Obligations in such order and manner as the Administrative Agent shall determine in its sole and absolute discretion. Each payment received by the Administrative Agent hereunder shall reduce the remaining amount available under the Cap on a dollar-for-dollar basis. The Administrative Agent shall maintain records of all payments received from RAH hereunder and shall, upon reasonable request by RAH, provide RAH with a written statement of the aggregate amount of payments received and the remaining balance of the Cap.

Section 6(c). Taxes.

All payments made by RAH under this Limited Guarantee shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, charges, or assessments of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), other than Taxes imposed on or measured by the overall net income or profits of the Administrative Agent or any Lender (or any franchise taxes imposed on the Administrative Agent or any Lender in lieu of net income taxes) by the jurisdiction in which the Administrative Agent or such Lender is organized or maintains its principal office. If RAH is required by applicable law to deduct or withhold any Taxes from any such payment, RAH shall (i) make such deduction or withholding, (ii) pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law, and (iii) pay to the Administrative Agent such additional amounts as may be necessary so that the Administrative Agent and each Lender receive the full amount that would have been received absent such deduction or withholding. RAH shall indemnify and hold harmless the Administrative Agent and each Lender against any Taxes (other than Taxes described in the exclusion above) imposed on or payable by the Administrative Agent or any Lender in connection with payments made under this Limited Guarantee, together with any interest, penalties, and additions to tax with respect thereto.

SECTION 7. SUBROGATION

RAH hereby agrees that, until the date on which all Obligations under the Credit Agreement have been irrevocably paid in full in cash and all Commitments under the Credit Agreement have been terminated, RAH shall not exercise, and hereby waives, any rights of subrogation, contribution, reimbursement, or indemnity that it may have against the Borrower, any Subsidiary Guarantor, or any of their respective assets, and shall not seek to participate in any claim of the Administrative Agent or any Lender against the Borrower, any Subsidiary Guarantor, or any collateral or security held by the Administrative Agent or any Lender, whether such claim arises by way of subrogation, contract, statute, or otherwise. RAH further agrees that, until the date described in the preceding sentence, RAH shall not assert, enforce, or otherwise exercise any claim, right, or remedy (direct or indirect, contingent or otherwise) that RAH may now or hereafter have against the Borrower or any Subsidiary Guarantor arising from or relating to any payment made by RAH under this Limited Guarantee.

Upon the irrevocable payment in full in cash of all Obligations under the Credit Agreement and the termination of all Commitments thereunder, and subject to the Cap and the other limitations set forth herein, RAH shall be subrogated to the rights of the Administrative Agent and the Lenders to the extent of the aggregate payments actually made by RAH under this Limited Guarantee, and the Administrative Agent and the Lenders shall take such actions as RAH may reasonably request to evidence such subrogation rights, in each case at the sole cost and expense of RAH.

SECTION 8. COVENANTS OF GUARANTOR

RAH hereby covenants and agrees as follows:

Section 8(a). Maintenance of Existence.

RAH shall maintain its existence as a limited liability company duly organized and in good standing under the laws of the State of Delaware at all times during the term of this Limited Guarantee. RAH shall not merge with or into, or consolidate with, any other person, or dissolve, wind up, or liquidate, without the prior written consent of the Administrative Agent, unless the surviving entity in any such merger or consolidation expressly assumes all of RAH's obligations under this Limited Guarantee pursuant to a written instrument in form and substance reasonably satisfactory to the Administrative Agent.

Section 8(b). No Transfer of Equity.

RAH shall not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of (whether in a single transaction or a series of related transactions) all or any material portion (for purposes of this Section, "material" shall mean ten percent (10%) or more of the equity interests in the Borrower held by RAH) of its equity interests in the Borrower without the prior written consent of the Administrative Agent; provided, however, that the foregoing restriction shall not apply to any transfer of equity interests in the Borrower by RAH to an affiliate of Ridgecrest Capital Partners, LP so long as (i) such transferee affiliate expressly assumes in writing all of RAH's obligations under this Limited Guarantee pursuant to an instrument of assumption in form and substance reasonably satisfactory to the Administrative Agent, and (ii) RAH provides written notice of such transfer to the Administrative Agent not less than ten (10) Business Days prior to the consummation thereof.

Section 8(c). Notice of Specified Defaults.

RAH shall promptly (and in any event within five (5) Business Days after becoming aware thereof) notify the Administrative Agent in writing of any event or circumstance of which RAH becomes aware that constitutes, or would reasonably be expected to result in, a Specified Default. Such notice shall describe in reasonable detail the nature of the event or circumstance and the steps, if any, that RAH has taken or proposes to take in response thereto.

SECTION 9. ENFORCEMENT; REMEDIES

Section 9(a). Demand for Payment.

Upon the occurrence of a Specified Default, the Administrative Agent may, at any time, deliver to RAH a written demand for payment of the Guaranteed Obligations (a "Demand"), specifying in reasonable detail (i) the nature of the Specified Default giving rise to the claim, (ii) the amount of Losses claimed to have been suffered or incurred by the Administrative Agent and/or the Lenders as a result of such Specified Default, and (iii) a certification that the amount demanded does not exceed the Cap (or the remaining balance thereof after giving effect to any prior payments made by RAH hereunder). RAH shall pay to the Administrative Agent the amount set forth in any such Demand within thirty (30) days following receipt of such Demand. If RAH in good faith disputes the existence of a Specified Default or the amount of Losses claimed in a Demand, RAH shall provide written notice of such dispute to the Administrative Agent within such thirty (30) day period, setting forth in reasonable detail the basis for such dispute; provided, however, that the delivery of any such notice of dispute shall not relieve RAH of its obligation to pay the undisputed portion of any amounts demanded.

Section 9(b). No Requirement to Proceed Against Others First.

The Administrative Agent shall not be required to make any demand upon, or pursue any claim or remedy against, the Borrower, any Subsidiary Guarantor, any other guarantor, or any other person, or to foreclose upon, exhaust, or otherwise realize upon any collateral or security for the Obligations, before or as a condition to making a Demand upon RAH or pursuing any remedy against RAH under this Limited Guarantee. The Administrative Agent may proceed directly against RAH under this Limited Guarantee at any time following the occurrence of a Specified Default, regardless of whether the Administrative Agent has pursued, or is then pursuing, any other remedy against any other person or any collateral.

Section 9(c). Cumulative Remedies.

The rights and remedies of the Administrative Agent and the Lenders under this Limited Guarantee are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement (if any), any other Loan Document, or at law or in equity. No delay or omission by the Administrative Agent or any Lender in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

SECTION 10. TERM AND TERMINATION

This Limited Guarantee shall become effective upon the Closing Date (targeted June 30, 2025). Subject to the terms and conditions set forth below, this Limited Guarantee shall terminate upon the earliest to occur of the following (the "Termination Date"):

(a) Closing Date Representation Claims. With respect to Specified Defaults described in Section 2(b)(i) (Breach of Closing Date Representations), this Limited Guarantee shall terminate on the date that is eighteen (18) months after the Closing Date (i.e., December 30, 2026); provided, however, that if a written claim specifying a Specified Default described in Section 2(b)(i) has been delivered by the Administrative Agent to RAH in accordance with Section 9(a) prior to such date, this Limited Guarantee shall continue in full force and effect with respect to such claim (and only such claim) until the final resolution thereof (whether by mutual agreement, settlement, or final, non-appealable judgment of a court of competent jurisdiction).

(b) Exhaustion of Cap. The date on which the aggregate payments made by RAH under this Limited Guarantee equal the Cap (Five Million Dollars ($5,000,000)).

(c) Full Payment and Termination of Credit Agreement. The date on which all Commitments under the Credit Agreement have been permanently terminated and all Obligations under the Credit Agreement have been irrevocably paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted and which by their terms survive such termination).

Notwithstanding the foregoing, with respect to Specified Defaults described in Section 2(b)(ii) (Fraud) and Section 2(b)(iii) (Willful Misconduct / Bad Acts), this Limited Guarantee shall survive and remain in full force and effect until the sixth (6th) anniversary of the Closing Date (i.e., June 30, 2031), or, if earlier, until the occurrence of the event described in clause (b) or clause (c) above. If a written claim specifying a Specified Default described in Section 2(b)(ii) or Section 2(b)(iii) has been delivered by the Administrative Agent to RAH in accordance with Section 9(a) prior to such sixth (6th) anniversary, this Limited Guarantee shall continue in full force and effect with respect to such claim (and only such claim) until the final resolution thereof.

Upon termination of this Limited Guarantee in accordance with this Section 10, RAH shall have no further obligation or liability hereunder (except with respect to pending claims as described above), and the Administrative Agent shall, at RAH's written request and sole cost and expense, execute and deliver to RAH a written release of RAH's obligations hereunder in form and substance reasonably satisfactory to RAH.

SECTION 11. NOTICES

All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given (i) when delivered personally, (ii) one (1) Business Day after being sent by nationally recognized overnight courier service (with all fees prepaid), or (iii) when sent by electronic mail (with confirmation of receipt requested), addressed as follows (or to such other address as any party may designate by written notice to the other parties in accordance with this Section 11):

If to the Guarantor:

Ridgecrest Automotive Holdings, LLC c/o Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, Delaware 19801

With a copy (which shall not constitute notice) to:

Ridgecrest Capital Partners, LP 600 Lexington Avenue, 28th Floor New York, New York 10022

Attention: Thomas Hadley, Managing Partner

Attention: Natasha Okonkwo, Partner

If to the Administrative Agent:

Pinnacle National Bank, N.A. 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606

Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance

Attention: Alan Rutherford, Senior Vice President

With a copy (which shall not constitute notice) to Administrative Agent's Counsel:

Hargrove, Stein & Calloway LLP One Liberty Plaza, 43rd Floor New York, New York 10006

Attention: Richard Ellsworth

SECTION 12. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

Section 12(a). Governing Law.

This Limited Guarantee and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law).

Section 12(b). Submission to Jurisdiction.

RAH hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Limited Guarantee, or for recognition or enforcement of any judgment, and RAH hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York federal court or, to the extent permitted by applicable law, in such New York state court. RAH agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. RAH hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Limited Guarantee in any court referred to in this Section 12(b), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 12(c). Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(c).

SECTION 13. MISCELLANEOUS

Section 13(a). Amendments and Waivers.

No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee shall be effective unless set forth in a written instrument duly executed by RAH and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver granted hereunder shall be limited to the specific circumstances for which it is given and shall not be construed as a waiver of any other provision or of the same provision on any future occasion.

Section 13(b). Successors and Assigns.

This Limited Guarantee shall be binding upon RAH and its successors, transferees, and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors, transferees, and assigns. RAH may not assign, delegate, or otherwise transfer any of its obligations under this Limited Guarantee without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any purported assignment, delegation, or transfer in violation of this Section 13(b) shall be null and void. The Administrative Agent may assign its rights under this Limited Guarantee to any successor Administrative Agent under the Credit Agreement without the consent of RAH.

Section 13(c). No Third-Party Beneficiaries.

Except for the Administrative Agent and the Lenders (who are intended third-party beneficiaries hereof), no person shall have any rights, benefits, or remedies under or by reason of this Limited Guarantee. Nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and the Lenders) any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.

Section 13(d). Severability.

If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the original intent of the parties.

Section 13(e). Entire Agreement.

This Limited Guarantee, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, or agreements of RAH with respect to the subject matter hereof other than those expressly set forth or referred to herein.

Section 13(f). Counterparts; Electronic Execution.

This Limited Guarantee may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile, portable document format (.pdf), or other electronic means (including DocuSign or similar electronic signature platforms) shall be as effective as delivery of a manually executed counterpart of this Limited Guarantee. The words "execution," "signed," "signature," and words of similar import in this Limited Guarantee shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

Section 13(g). Headings.

The section and subsection headings used in this Limited Guarantee are for convenience of reference only and shall not affect the construction or interpretation of this Limited Guarantee. References to "Sections" are to sections of this Limited Guarantee unless otherwise indicated.

Section 13(h). Relationship to Credit Agreement.

This Limited Guarantee is a "Loan Document" as defined in the Credit Agreement and is subject to the applicable provisions thereof to the extent not inconsistent with the express terms hereof. In the event of any conflict or inconsistency between the terms and provisions of this Limited Guarantee and the terms and provisions of the Credit Agreement with respect to the scope, limitations, cap, or duration of RAH's obligations hereunder, the terms and provisions of this Limited Guarantee shall govern and control. Nothing in this Limited Guarantee shall be construed to limit or modify any obligation of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned intends to cause this Limited Guarantee to be duly executed and delivered as of the Closing Date.

GUARANTOR:

RIDGECREST AUTOMOTIVE HOLDINGS, LLC

By: ________

Name: Thomas Hadley

Title: Authorized Signatory

EIN: 84-3965012

ACCEPTED AND AGREED:

PINNACLE NATIONAL BANK, N.A., as Administrative Agent

By: ________

Name: Catherine D. Forsythe

Title: Managing Director, Leveraged Finance

ACKNOWLEDGED:

VANTAGE MOBILITY SYSTEMS CORP., as Borrower

By: ________

Name: Gerald R. Kowalski

Title: Chief Executive Officer

LIMITED GUARANTEE
To be dated as of the Closing Date (targeted June 30, 2025)
by
RIDGECREST AUTOMOTIVE HOLDINGS, LLC
a Delaware limited liability company
in favor of
PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION
as Administrative Agent
LIMITED GUARANTEE
This LIMITED GUARANTEE (this "Limited Guarantee"), to be dated as of the Closing Date (targeted June 30, 2025), is to be made by RIDGECREST AUTOMOTIVE HOLDINGS, LLC, a Delaware limited liability company (the "Guarantor" or "RAH"), having an address c/o Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801, in favor of PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (the "Administrative Agent") under the Credit Agreement (as defined below), for the benefit of itself and the Lenders (as defined in the Credit Agreement).
RECITALS
WHEREAS, reference is 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 Vantage Mobility Systems Corp., a Delaware corporation (the "Borrower" or "VMS"), the Subsidiary Guarantors party thereto from time to time, Pinnacle National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender, Great Lakes Commercial Lending Corp., as a Lender, Ironbridge Capital Finance, LLC, as a Lender, and Pinnacle National Bank, N.A., as a Lender, providing for a senior secured revolving credit facility in an aggregate principal amount of Forty-Five Million Dollars ($45,000,000) (the "Revolving Credit Facility");
WHEREAS, RAH is a Delaware limited liability company and the direct parent of VMS, holding eighty-seven and two-tenths percent (87.2%) of the issued and outstanding equity interests in VMS through Ridgecrest Automotive Holdings, LLC, with the remaining twelve and eight-tenths percent (12.8%) of the equity interests in VMS held by certain members of VMS's management team pursuant to management rollover equity arrangements entered into in connection with the acquisition of VMS by RAH;
WHEREAS, RAH is an indirect subsidiary of Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership (vintage 2021; approximately $2.8 billion in committed capital), which is managed by Ridgecrest Capital Partners, LP, a Delaware limited partnership;
WHEREAS, the Administrative Agent and the Lenders have required the execution and delivery of this Limited Guarantee by RAH as a condition precedent to the closing of the Credit Agreement and the initial extension of credit thereunder on the Closing Date;
WHEREAS, RAH acknowledges that it will derive substantial direct and indirect benefit from the extension of credit under the Credit Agreement to VMS, and that the execution and delivery of this Limited Guarantee is in the best interests of RAH;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RAH hereby agrees as follows:
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
SECTION 1. DEFINITIONS
As used in this Limited Guarantee, the following terms shall have the following meanings:
"Administrative Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Borrower" means Vantage Mobility Systems Corp., a corporation duly incorporated and existing under the laws of the State of Delaware, with its principal executive offices located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326.
"Cap" means Five Million Dollars ($5,000,000), being the maximum aggregate liability of the Guarantor under this Limited Guarantee as more particularly described in Section 2(c) hereof.
"Closing Date" means June 30, 2025 (the targeted date for the closing of the Facility).
"Closing Date Representations" means the representations and warranties of the Borrower and the Subsidiary Guarantors set forth in Article V (Representations and Warranties) of the Credit Agreement (or any equivalent article thereof), in each case as made on the Closing Date.
"Credit Agreement" means the Credit Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors party thereto from time to time, the Administrative Agent, and the Lenders, as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time in accordance with the terms thereof.
"Fraud" means actual common law fraud (as distinguished from constructive fraud, equitable fraud, negligent misrepresentation, or any similar theory) involving a knowing and intentional misrepresentation of a material fact by RAH (or by any officer, director, manager, or authorized representative of RAH acting in such capacity) with the specific intent to deceive, and upon which the Administrative Agent or the applicable Lender actually and reasonably relied to its detriment. For the avoidance of doubt, "Fraud" shall not include any theory of fraud based on constructive knowledge, recklessness, negligence, or any similar concept.
"Guaranteed Obligations" has the meaning specified in Section 2 hereof, and is limited to Losses arising from or relating to Specified Defaults, subject in all respects to the Cap.
"Lenders" means the lenders party to the Credit Agreement from time to time, which as of the Closing Date are Pinnacle National Bank, N.A., Great Lakes Commercial Lending Corp., and Ironbridge Capital Finance, LLC, together with their respective successors and assigns.
"Losses" means any and all losses, damages, liabilities, costs, and expenses (including reasonable and documented out-of-pocket attorneys' fees and expenses of one counsel to the Administrative Agent and one counsel to the Lenders, taken as a whole) actually suffered or incurred by the Administrative Agent or any Lender as a direct result of a Specified Default.
"Specified Defaults" has the meaning specified in Section 2(b) hereof.
All other capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.2 of the Credit Agreement shall apply to this Limited Guarantee, mutatis mutandis.
SECTION 2. LIMITED GUARANTEE; GUARANTEED OBLIGATIONS
Section 2(a). Grant of Guarantee.
RAH hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the due and punctual payment and performance of the Guaranteed Obligations when and as the same shall become due and payable, whether at stated maturity, by acceleration, by demand, or otherwise, subject in all respects to the terms, conditions, and limitations expressly set forth in this Limited Guarantee. This Limited Guarantee constitutes a guarantee of payment and performance and not merely a guarantee of collection, and RAH agrees that the Administrative Agent may enforce this Limited Guarantee without first resorting to or exhausting any other remedy or proceeding against the Borrower, any Subsidiary Guarantor, or any collateral or security.
Section 2(b). Scope — Specified Defaults.
The "Guaranteed Obligations" shall be limited exclusively to Losses arising from or relating to the following events and circumstances (collectively, the "Specified Defaults"):
(i) Breach of Closing Date Representations. Any breach or inaccuracy of any Closing Date Representation of the Borrower or any Subsidiary Guarantor as of the Closing Date (that is, representations and warranties made as of the Closing Date (targeted June 30, 2025)), but only to the extent that (A) such breach or inaccuracy existed as of the Closing Date and (B) such breach or inaccuracy was known to RAH or any of its officers, directors, managers, or authorized representatives as of the Closing Date. For the avoidance of doubt, breaches or inaccuracies that first arise after the Closing Date, or that were not known (and would not reasonably have been expected to be known) to RAH or its officers, directors, managers, or authorized representatives as of the Closing Date, shall not constitute Specified Defaults under this clause (i).
(ii) Fraud. Fraud committed by RAH or by the Borrower at the direction of, or with the knowing participation of, RAH or any of its officers, directors, managers, or authorized representatives, in connection with the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document.
(iii) Willful Misconduct / Bad Acts. Willful misconduct, gross negligence, or intentional misrepresentation by RAH or any of its officers, directors, managers, or authorized representatives (acting in such capacity) in connection with the Credit Agreement, this Limited Guarantee, or any other Loan Document.
For the avoidance of doubt, the Guaranteed Obligations shall not include, and RAH shall have no obligation whatsoever under this Limited Guarantee to repay, any Loans, interest, fees, or other amounts owing under the Credit Agreement or any other Loan Document, except to the extent that such amounts constitute Losses arising directly from one or more Specified Defaults. Nothing in this Limited Guarantee shall be construed as a guarantee of the general credit risk of the Borrower, and RAH shall have no obligation to make any payment hereunder on account of the Borrower's inability or failure to repay Loans or other Obligations under the Credit Agreement arising from causes other than Specified Defaults.
Section 2(c). Cap on Liability.
Notwithstanding anything to the contrary contained herein, in the Credit Agreement, or in any other Loan Document, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Five Million Dollars ($5,000,000) (the "Cap") under any and all circumstances. Once the Administrative Agent and the Lenders have received aggregate payments from RAH under this Limited Guarantee in an amount equal to the Cap, RAH shall have no further obligation, liability, or responsibility hereunder, and this Limited Guarantee shall be deemed fully satisfied and discharged. The Cap shall apply to the aggregate of all Guaranteed Obligations under this Limited Guarantee and shall not be applied on a per-Specified Default basis. In no event shall RAH be liable for punitive, consequential, special, or exemplary damages, except to the extent such damages are included in a final, non-appealable judgment entered against the Administrative Agent or any Lender in favor of a third party and constitute Losses.
SECTION 3. NATURE OF GUARANTEE; UNCONDITIONAL OBLIGATIONS
Section 3(a). Absolute and Unconditional.
Subject to the limitations expressly set forth in Section 2 (including the Cap and the limitation to Specified Defaults), the obligations of RAH under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, or exchange of any security interest or collateral therefor, 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. RAH's obligations hereunder shall not be subject to any counterclaim, set-off, deduction, or defense based upon any claim that RAH may have against the Borrower, any Subsidiary Guarantor, the Administrative Agent, any Lender, or any other person; provided, however, that nothing herein shall prevent RAH from asserting as a defense to its obligations hereunder any defense that would be available to the Borrower under the Credit Agreement or applicable law and that does not relate to the financial capacity, insolvency, or inability to pay of the Borrower or any Subsidiary Guarantor, or any defense based upon (x) payment in full of the Guaranteed Obligations, (y) the express terms and limitations of this Limited Guarantee (including the Cap and the definition of Specified Defaults), or (z) the applicable statute of limitations with respect to any claim under this Limited Guarantee.
Section 3(b). Waivers by Guarantor.
RAH hereby waives, to the fullest extent permitted by applicable law:
(i) promptness, diligence, notice of acceptance of this Limited Guarantee, notice of any default or Event of Default under the Credit Agreement or any other Loan Document, presentment, demand for payment, protest, and all other notices of any kind to which RAH might otherwise be entitled, including notice of the existence, creation, or incurrence of any new or additional Guaranteed Obligations;
(ii) notice of the existence, creation, or incurrence of the Guaranteed Obligations or any of the obligations of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document;
(iii) any right to require the Administrative Agent or any Lender to (A) proceed against the Borrower, any Subsidiary Guarantor, or any other person, (B) proceed against or exhaust any security or collateral held from the Borrower, any Subsidiary Guarantor, or any other person, or (C) pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever, in each case before proceeding against RAH under this Limited Guarantee;
(iv) any defense arising by reason of the application of the statute of limitations to the Guaranteed Obligations to the extent such defense would bar enforcement of this Limited Guarantee within the time periods contemplated by Section 10 hereof; and
(v) any right of subrogation, contribution, reimbursement, or indemnity against the Borrower or any Subsidiary Guarantor until all Guaranteed Obligations have been irrevocably paid in full (as more particularly provided in Section 7 hereof).
Section 3(c). Continuing Guarantee.
This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until the earlier of (i) the date on which the aggregate payments made by RAH under this Limited Guarantee equal the Cap and (ii) the Termination Date (as defined in Section 10 hereof). This Limited Guarantee shall apply to all Guaranteed Obligations arising from or relating to Specified Defaults, whether existing on the Closing Date or arising thereafter (to the extent contemplated by Section 2(b)).
SECTION 4. CONSENTS AND AGREEMENTS OF GUARANTOR
RAH hereby consents to, and agrees that its obligations under this Limited Guarantee shall not be released, diminished, impaired, reduced, or otherwise adversely affected by any of the following, and RAH waives any rights (including any right to notice) that RAH might otherwise have by reason of any of the following:
(a) any amendment, modification, supplement, renewal, restatement, extension, or rearrangement of the Credit Agreement or any other Loan Document (including any increase or decrease in the rate of interest thereon); provided, however, that no amendment, modification, or supplement that (I) increases the Cap or (II) expands the scope of the Specified Defaults shall be effective against RAH without the prior written consent of RAH;
(b) any release or discharge, in whole or in part, of any Subsidiary Guarantor from its obligations under the Guarantee and Collateral Agreement or any other Loan Document, whether by operation of law or otherwise;
(c) any increase or decrease in the aggregate Commitments under the Credit Agreement (including any exercise of the accordion feature permitting up to Fifteen Million Dollars ($15,000,000) in additional Commitments, or any reduction of Commitments from the initial aggregate amount of Forty-Five Million Dollars ($45,000,000));
(d) any change in the identity, composition, or number of any Lender, whether by assignment, participation, or otherwise, in accordance with the terms of the Credit Agreement;
(e) any exercise or non-exercise by the Administrative Agent or any Lender of any right, power, or remedy under the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement (if any), or any other Loan Document, including any waiver, consent, forbearance, or failure to enforce any term, covenant, or condition thereof;
(f) any impairment, modification, release, or non-perfection of, or any failure to realize upon, any collateral or security for the Obligations under the Credit Agreement or any other Loan Document;
(g) the commencement of any bankruptcy, insolvency, receivership, reorganization, dissolution, liquidation, or similar proceeding by or against the Borrower, any Subsidiary Guarantor, or any other person, or the disallowance, avoidance, or subordination of any claim of the Administrative Agent or any Lender in any such proceeding;
(h) any defense, set-off, or counterclaim that may at any time be available to or asserted by the Borrower or any Subsidiary Guarantor against the Administrative Agent or any Lender (other than the defenses expressly preserved in Section 3(a)); and
(i) any other act, omission, event, or circumstance that might otherwise constitute a legal or equitable discharge of, or defense available to, a surety or guarantor, whether similar or dissimilar to the foregoing.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF GUARANTOR
RAH hereby represents and warrants to the Administrative Agent and each Lender as follows, in each case as of the Closing Date:
Section 5(a). Organization and Good Standing.
RAH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. RAH's Employer Identification Number is 84-3965012. RAH's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
Section 5(b). Power and Authority.
RAH has full limited liability company power and authority to execute, deliver, and perform its obligations under this Limited Guarantee and to consummate the transactions contemplated hereby. RAH has full limited liability company power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
Section 5(c). Due Authorization.
The execution, delivery, and performance of this Limited Guarantee and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of RAH, including all requisite approvals of the members, managers, and board of directors (or equivalent governing body) of RAH. No further approval, consent, authorization, or other action by, or notice to or filing with, any person (including any member, manager, or governing body of RAH) is required in connection with the execution, delivery, or performance of this Limited Guarantee by RAH.
Section 5(d). Enforceability.
This Limited Guarantee constitutes the legal, valid, and binding obligation of RAH, enforceable against RAH in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, fair dealing, and reasonableness.
Section 5(e). No Conflicts.
The execution, delivery, and performance by RAH of this Limited Guarantee do not and will not (i) conflict with, or result in a breach of, or constitute a default under, the certificate of formation, limited liability company agreement, or any other organizational document of RAH, (ii) violate any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to RAH or any of its properties or assets, or (iii) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent or notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which RAH is a party or by which RAH or any of its properties or assets is bound.
Section 5(f). No Governmental Approvals.
No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any governmental authority or regulatory body is required to be obtained or made by RAH in connection with the execution, delivery, and performance by RAH of this Limited Guarantee or the consummation of the transactions contemplated hereby.
Section 5(g). Ownership of Borrower.
RAH is the direct holder of eighty-seven and two-tenths percent (87.2%) of the issued and outstanding equity interests of the Borrower, free and clear of all liens, claims, and encumbrances (other than those created or permitted under the Credit Agreement, the Guarantee and Collateral Agreement, and the other Loan Documents). The remaining twelve and eight-tenths percent (12.8%) of the issued and outstanding equity interests of the Borrower is held by management rollover equity holders. RAH is a wholly owned subsidiary of Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership.
Section 5(h). Benefit.
RAH acknowledges and agrees that it will derive substantial direct and indirect benefit from the Credit Agreement and the extension of credit thereunder to the Borrower. RAH has reviewed the Credit Agreement and the other Loan Documents and is familiar with the terms and conditions thereof. The execution and delivery of this Limited Guarantee by RAH is in the best interests of RAH and is necessary and convenient to the conduct, promotion, and attainment of the business and purposes of RAH.
SECTION 6. PAYMENTS; APPLICATION
Section 6(a). Payment Obligations.
All payments by RAH under this Limited Guarantee shall be made in immediately available funds in lawful money of the United States of America to the Administrative Agent at its office located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606, Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance (or at such other address or to such other account as the Administrative Agent may from time to time designate by written notice to RAH). All such payments shall be made without any set-off, counterclaim, deduction, defense, abatement, suspension, or deferment of any kind. If any payment hereunder becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall not be included in the computation of interest or fees, if any.
Section 6(b). Application of Payments.
All payments received by the Administrative Agent from RAH pursuant to this Limited Guarantee shall be applied to the Guaranteed Obligations in such order and manner as the Administrative Agent shall determine in its sole and absolute discretion. Each payment received by the Administrative Agent hereunder shall reduce the remaining amount available under the Cap on a dollar-for-dollar basis. The Administrative Agent shall maintain records of all payments received from RAH hereunder and shall, upon reasonable request by RAH, provide RAH with a written statement of the aggregate amount of payments received and the remaining balance of the Cap.
Section 6(c). Taxes.
All payments made by RAH under this Limited Guarantee shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, charges, or assessments of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), other than Taxes imposed on or measured by the overall net income or profits of the Administrative Agent or any Lender (or any franchise taxes imposed on the Administrative Agent or any Lender in lieu of net income taxes) by the jurisdiction in which the Administrative Agent or such Lender is organized or maintains its principal office. If RAH is required by applicable law to deduct or withhold any Taxes from any such payment, RAH shall (i) make such deduction or withholding, (ii) pay the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law, and (iii) pay to the Administrative Agent such additional amounts as may be necessary so that the Administrative Agent and each Lender receive the full amount that would have been received absent such deduction or withholding. RAH shall indemnify and hold harmless the Administrative Agent and each Lender against any Taxes (other than Taxes described in the exclusion above) imposed on or payable by the Administrative Agent or any Lender in connection with payments made under this Limited Guarantee, together with any interest, penalties, and additions to tax with respect thereto.
SECTION 7. SUBROGATION
RAH hereby agrees that, until the date on which all Obligations under the Credit Agreement have been irrevocably paid in full in cash and all Commitments under the Credit Agreement have been terminated, RAH shall not exercise, and hereby waives, any rights of subrogation, contribution, reimbursement, or indemnity that it may have against the Borrower, any Subsidiary Guarantor, or any of their respective assets, and shall not seek to participate in any claim of the Administrative Agent or any Lender against the Borrower, any Subsidiary Guarantor, or any collateral or security held by the Administrative Agent or any Lender, whether such claim arises by way of subrogation, contract, statute, or otherwise. RAH further agrees that, until the date described in the preceding sentence, RAH shall not assert, enforce, or otherwise exercise any claim, right, or remedy (direct or indirect, contingent or otherwise) that RAH may now or hereafter have against the Borrower or any Subsidiary Guarantor arising from or relating to any payment made by RAH under this Limited Guarantee.
Upon the irrevocable payment in full in cash of all Obligations under the Credit Agreement and the termination of all Commitments thereunder, and subject to the Cap and the other limitations set forth herein, RAH shall be subrogated to the rights of the Administrative Agent and the Lenders to the extent of the aggregate payments actually made by RAH under this Limited Guarantee, and the Administrative Agent and the Lenders shall take such actions as RAH may reasonably request to evidence such subrogation rights, in each case at the sole cost and expense of RAH.
SECTION 8. COVENANTS OF GUARANTOR
RAH hereby covenants and agrees as follows:
Section 8(a). Maintenance of Existence.
RAH shall maintain its existence as a limited liability company duly organized and in good standing under the laws of the State of Delaware at all times during the term of this Limited Guarantee. RAH shall not merge with or into, or consolidate with, any other person, or dissolve, wind up, or liquidate, without the prior written consent of the Administrative Agent, unless the surviving entity in any such merger or consolidation expressly assumes all of RAH's obligations under this Limited Guarantee pursuant to a written instrument in form and substance reasonably satisfactory to the Administrative Agent.
Section 8(b). No Transfer of Equity.
RAH shall not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of (whether in a single transaction or a series of related transactions) all or any material portion (for purposes of this Section, "material" shall mean ten percent (10%) or more of the equity interests in the Borrower held by RAH) of its equity interests in the Borrower without the prior written consent of the Administrative Agent; provided, however, that the foregoing restriction shall not apply to any transfer of equity interests in the Borrower by RAH to an affiliate of Ridgecrest Capital Partners, LP so long as (i) such transferee affiliate expressly assumes in writing all of RAH's obligations under this Limited Guarantee pursuant to an instrument of assumption in form and substance reasonably satisfactory to the Administrative Agent, and (ii) RAH provides written notice of such transfer to the Administrative Agent not less than ten (10) Business Days prior to the consummation thereof.
Section 8(c). Notice of Specified Defaults.
RAH shall promptly (and in any event within five (5) Business Days after becoming aware thereof) notify the Administrative Agent in writing of any event or circumstance of which RAH becomes aware that constitutes, or would reasonably be expected to result in, a Specified Default. Such notice shall describe in reasonable detail the nature of the event or circumstance and the steps, if any, that RAH has taken or proposes to take in response thereto.
SECTION 9. ENFORCEMENT; REMEDIES
Section 9(a). Demand for Payment.
Upon the occurrence of a Specified Default, the Administrative Agent may, at any time, deliver to RAH a written demand for payment of the Guaranteed Obligations (a "Demand"), specifying in reasonable detail (i) the nature of the Specified Default giving rise to the claim, (ii) the amount of Losses claimed to have been suffered or incurred by the Administrative Agent and/or the Lenders as a result of such Specified Default, and (iii) a certification that the amount demanded does not exceed the Cap (or the remaining balance thereof after giving effect to any prior payments made by RAH hereunder). RAH shall pay to the Administrative Agent the amount set forth in any such Demand within thirty (30) days following receipt of such Demand. If RAH in good faith disputes the existence of a Specified Default or the amount of Losses claimed in a Demand, RAH shall provide written notice of such dispute to the Administrative Agent within such thirty (30) day period, setting forth in reasonable detail the basis for such dispute; provided, however, that the delivery of any such notice of dispute shall not relieve RAH of its obligation to pay the undisputed portion of any amounts demanded.
Section 9(b). No Requirement to Proceed Against Others First.
The Administrative Agent shall not be required to make any demand upon, or pursue any claim or remedy against, the Borrower, any Subsidiary Guarantor, any other guarantor, or any other person, or to foreclose upon, exhaust, or otherwise realize upon any collateral or security for the Obligations, before or as a condition to making a Demand upon RAH or pursuing any remedy against RAH under this Limited Guarantee. The Administrative Agent may proceed directly against RAH under this Limited Guarantee at any time following the occurrence of a Specified Default, regardless of whether the Administrative Agent has pursued, or is then pursuing, any other remedy against any other person or any collateral.
Section 9(c). Cumulative Remedies.
The rights and remedies of the Administrative Agent and the Lenders under this Limited Guarantee are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement (if any), any other Loan Document, or at law or in equity. No delay or omission by the Administrative Agent or any Lender in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
SECTION 10. TERM AND TERMINATION
This Limited Guarantee shall become effective upon the Closing Date (targeted June 30, 2025). Subject to the terms and conditions set forth below, this Limited Guarantee shall terminate upon the earliest to occur of the following (the "Termination Date"):
(a) Closing Date Representation Claims. With respect to Specified Defaults described in Section 2(b)(i) (Breach of Closing Date Representations), this Limited Guarantee shall terminate on the date that is eighteen (18) months after the Closing Date (i.e., December 30, 2026); provided, however, that if a written claim specifying a Specified Default described in Section 2(b)(i) has been delivered by the Administrative Agent to RAH in accordance with Section 9(a) prior to such date, this Limited Guarantee shall continue in full force and effect with respect to such claim (and only such claim) until the final resolution thereof (whether by mutual agreement, settlement, or final, non-appealable judgment of a court of competent jurisdiction).
(b) Exhaustion of Cap. The date on which the aggregate payments made by RAH under this Limited Guarantee equal the Cap (Five Million Dollars ($5,000,000)).
(c) Full Payment and Termination of Credit Agreement. The date on which all Commitments under the Credit Agreement have been permanently terminated and all Obligations under the Credit Agreement have been irrevocably paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted and which by their terms survive such termination).
Notwithstanding the foregoing, with respect to Specified Defaults described in Section 2(b)(ii) (Fraud) and Section 2(b)(iii) (Willful Misconduct / Bad Acts), this Limited Guarantee shall survive and remain in full force and effect until the sixth (6th) anniversary of the Closing Date (i.e., June 30, 2031), or, if earlier, until the occurrence of the event described in clause (b) or clause (c) above. If a written claim specifying a Specified Default described in Section 2(b)(ii) or Section 2(b)(iii) has been delivered by the Administrative Agent to RAH in accordance with Section 9(a) prior to such sixth (6th) anniversary, this Limited Guarantee shall continue in full force and effect with respect to such claim (and only such claim) until the final resolution thereof.
Upon termination of this Limited Guarantee in accordance with this Section 10, RAH shall have no further obligation or liability hereunder (except with respect to pending claims as described above), and the Administrative Agent shall, at RAH's written request and sole cost and expense, execute and deliver to RAH a written release of RAH's obligations hereunder in form and substance reasonably satisfactory to RAH.
SECTION 11. NOTICES
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given (i) when delivered personally, (ii) one (1) Business Day after being sent by nationally recognized overnight courier service (with all fees prepaid), or (iii) when sent by electronic mail (with confirmation of receipt requested), addressed as follows (or to such other address as any party may designate by written notice to the other parties in accordance with this Section 11):
If to the Guarantor:
Ridgecrest Automotive Holdings, LLC c/o Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Ridgecrest Capital Partners, LP 600 Lexington Avenue, 28th Floor New York, New York 10022
Attention: Thomas Hadley, Managing Partner
Attention: Natasha Okonkwo, Partner
If to the Administrative Agent:
Pinnacle National Bank, N.A. 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606
Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance
Attention: Alan Rutherford, Senior Vice President
With a copy (which shall not constitute notice) to Administrative Agent's Counsel:
Hargrove, Stein & Calloway LLP One Liberty Plaza, 43rd Floor New York, New York 10006
Attention: Richard Ellsworth
SECTION 12. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
Section 12(a). Governing Law.
This Limited Guarantee and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law).
Section 12(b). Submission to Jurisdiction.
RAH hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Limited Guarantee, or for recognition or enforcement of any judgment, and RAH hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York federal court or, to the extent permitted by applicable law, in such New York state court. RAH agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. RAH hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Limited Guarantee in any court referred to in this Section 12(b), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Section 12(c). Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(c).
SECTION 13. MISCELLANEOUS
Section 13(a). Amendments and Waivers.
No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee shall be effective unless set forth in a written instrument duly executed by RAH and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver granted hereunder shall be limited to the specific circumstances for which it is given and shall not be construed as a waiver of any other provision or of the same provision on any future occasion.
Section 13(b). Successors and Assigns.
This Limited Guarantee shall be binding upon RAH and its successors, transferees, and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors, transferees, and assigns. RAH may not assign, delegate, or otherwise transfer any of its obligations under this Limited Guarantee without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any purported assignment, delegation, or transfer in violation of this Section 13(b) shall be null and void. The Administrative Agent may assign its rights under this Limited Guarantee to any successor Administrative Agent under the Credit Agreement without the consent of RAH.
Section 13(c). No Third-Party Beneficiaries.
Except for the Administrative Agent and the Lenders (who are intended third-party beneficiaries hereof), no person shall have any rights, benefits, or remedies under or by reason of this Limited Guarantee. Nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and the Lenders) any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.
Section 13(d). Severability.
If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the original intent of the parties.
Section 13(e). Entire Agreement.
This Limited Guarantee, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, or agreements of RAH with respect to the subject matter hereof other than those expressly set forth or referred to herein.
Section 13(f). Counterparts; Electronic Execution.
This Limited Guarantee may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile, portable document format (.pdf), or other electronic means (including DocuSign or similar electronic signature platforms) shall be as effective as delivery of a manually executed counterpart of this Limited Guarantee. The words "execution," "signed," "signature," and words of similar import in this Limited Guarantee shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.
Section 13(g). Headings.
The section and subsection headings used in this Limited Guarantee are for convenience of reference only and shall not affect the construction or interpretation of this Limited Guarantee. References to "Sections" are to sections of this Limited Guarantee unless otherwise indicated.
Section 13(h). Relationship to Credit Agreement.
This Limited Guarantee is a "Loan Document" as defined in the Credit Agreement and is subject to the applicable provisions thereof to the extent not inconsistent with the express terms hereof. In the event of any conflict or inconsistency between the terms and provisions of this Limited Guarantee and the terms and provisions of the Credit Agreement with respect to the scope, limitations, cap, or duration of RAH's obligations hereunder, the terms and provisions of this Limited Guarantee shall govern and control. Nothing in this Limited Guarantee shall be construed to limit or modify any obligation of the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned intends to cause this Limited Guarantee to be duly executed and delivered as of the Closing Date.
GUARANTOR:
RIDGECREST AUTOMOTIVE HOLDINGS, LLC
By: ________
Name: Thomas Hadley
Title: Authorized Signatory
EIN: 84-3965012
ACCEPTED AND AGREED:
PINNACLE NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Catherine D. Forsythe
Title: Managing Director, Leveraged Finance
ACKNOWLEDGED:
VANTAGE MOBILITY SYSTEMS CORP., as Borrower
By: ________
Name: Gerald R. Kowalski
Title: Chief Executive Officer

LIMITED GUARANTEE

RIDGECREST AUTOMOTIVE HOLDINGS, LLC

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION

LIMITED GUARANTEE

RECITALS

SECTION 1. DEFINITIONS

SECTION 4. CONSENTS AND AGREEMENTS OF GUARANTOR

SECTION 5. REPRESENTATIONS AND WARRANTIES OF GUARANTOR

SECTION 7. SUBROGATION

SECTION 8. COVENANTS OF GUARANTOR

SECTION 10. TERM AND TERMINATION

SECTION 11. NOTICES

SECTION 13. MISCELLANEOUS

GUARANTOR:

RIDGECREST AUTOMOTIVE HOLDINGS, LLC

EIN: 84-3965012

ACCEPTED AND AGREED:

ACKNOWLEDGED:

Record

Parties

Dates

Amounts