1007-00002 · Vantage Mobility Systems Corp · Engagement

engagement-letter-vms.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

March 28, 2022

VIA EMAIL AND DocuSign

Mr. Gerald "Gerry" Hartsfield Chief Executive Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534

Copies to:

Ms. Diana Rozhenko Chief Financial Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534

Mr. Tobias "Toby" Kessler Managing Director Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606

Ms. Mariana Solano Principal Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606

Re: Engagement Letter — Representation of Vantage Mobility Systems Corp. in Connection with Proposed Section 363 Stalking-Horse Bid for Assets of Meridian Precision Components, Inc.

Dear Mr. Hartsfield:

We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP as legal counsel to Vantage Mobility Systems Corp. in connection with the proposed acquisition described more fully below. We are pleased to have the opportunity to represent VMS in this matter and look forward to working closely with you and your team. This letter sets forth the terms and conditions governing our engagement, including the scope of services, staffing, fees, and other important matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as indicated at the conclusion of this letter.

1. ENGAGEMENT AND SCOPE OF REPRESENTATION

1.1 Engagement Confirmation

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," the "Company," or the "Client"), to serve as legal counsel to VMS in connection with the matters described herein. This engagement shall be effective as of March 28, 2022.

We understand that VMS is a portfolio company of Ridgepoint Capital Partners, LP ("Ridgepoint"), a Delaware limited partnership, and that VMS is currently held in Ridgepoint Capital Fund II, LP (vintage 2017). We wish to clarify at the outset that our client in this engagement is VMS and not Ridgepoint, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other Ridgepoint affiliate. Notwithstanding the foregoing, we understand that certain members of the Ridgepoint deal team, specifically Mr. Tobias Kessler and Ms. Mariana Solano, will serve as authorized contacts and will be involved in communications and decision-making with respect to the Matter. Our professional obligations, including the duties of loyalty and confidentiality, run to VMS as the Client, and VMS shall have the ultimate authority with respect to all decisions concerning the engagement.

1.2 Description of the Matter

The Firm will represent VMS as the proposed stalking-horse bidder in connection with VMS's proposed acquisition of substantially all assets of Meridian Precision Components, Inc. ("Meridian" or the "Debtor"), an Ohio corporation headquartered at 4500 Industrial Parkway, Elyria, OH 44035, pursuant to Section 363 of Title 11 of the United States Code (the "Bankruptcy Code").

Meridian filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on February 14, 2022, in the United States Bankruptcy Court for the Northern District of Ohio, Case No. 22-50318-JLG, before the Honorable Janet L. Grasso (the "Bankruptcy Case"). The Bankruptcy Case is currently pending, and we understand that the Debtor, through its counsel, Hargrove Tillinghast LLP, has initiated a process to solicit stalking-horse bids for the sale of substantially all of the Debtor's assets.

The contemplated transaction involves VMS's submission of a stalking-horse bid and the negotiation and execution of an Asset Purchase Agreement (the "APA") for the purchase of substantially all of Meridian's assets, including, without limitation, Meridian's stamping and welding operations at its manufacturing facilities located in Elyria, Ohio, Mansfield, Ohio, and Sandusky, Ohio. The acquisition is expected to be conducted through a sale process under Section 363 of the Bankruptcy Code, subject to higher and better offers at auction and approval by the Bankruptcy Court.

Collectively, the foregoing proposed transaction and all related proceedings, negotiations, filings, and activities shall be referred to herein as the "Matter."

1.3 Scope of Legal Services

The Firm's representation in the Matter shall include, without limitation, the following:

(a) Negotiation, drafting, and review of the stalking-horse Asset Purchase Agreement and all related transaction documents, including all ancillary agreements, schedules, exhibits, side letters, transition services arrangements, and any amendments or supplements thereto;

(b) Negotiation and documentation of stalking-horse bid protections, including the break-up fee, expense reimbursement, termination provisions, and good-faith deposit provisions, as well as any related provisions governing the treatment of such protections in the bid procedures order;

(c) Legal due diligence review of Meridian's assets, liabilities, contracts, real property, environmental matters, intellectual property, labor and employment matters, litigation, regulatory compliance, insurance, and tax matters, including the preparation and management of due diligence request lists, review of data room materials, and preparation of due diligence memoranda summarizing material findings;

(d) Review and analysis of the Debtor's Chapter 11 case filings, schedules and statements of financial affairs, bid procedures and bid procedures motion, debtor-in-possession ("DIP") financing orders, cash collateral orders, and related court filings, orders, and motions in the Bankruptcy Case;

(e) Preparation and filing of pleadings, briefs, objections, responses, and other papers in the Bankruptcy Court on behalf of VMS as stalking-horse bidder, including in connection with bid procedures hearings, sale hearings, cure amount disputes, and any related contested matters or adversary proceedings that may arise in connection with the sale process;

(f) Coordination and communication with Debtor's counsel (Hargrove Tillinghast LLP), counsel to the pre-petition and DIP lender, Great Lakes Industrial Credit Corp. (Whitfield & Chambers LLP), counsel to the Official Committee of Unsecured Creditors (Pendergast McCabe & Lowe LLP), and counsel to any other parties in interest, including any competing bidders, as may be necessary in connection with the sale process;

(g) Review of assumed and excluded assets and liabilities, including analysis of cure costs under executory contracts and unexpired leases proposed to be assumed and assigned to VMS, evaluation of environmental remediation obligations associated with the Meridian facilities, and review of employee and labor matters, including issues related to the collective bargaining agreement with UAW Local 2287 and any obligations arising under the Worker Adjustment and Retraining Notification Act ("WARN Act");

(h) Coordination with VMS's existing lender, Lakeshore Commercial Lending, Inc., regarding incremental financing for the acquisition, including review and negotiation of any amendments to VMS's existing credit facility, consent requirements, and related documentation;

(i) Review of applicable regulatory requirements, including analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and preparation or review of any required HSR filings, as well as analysis of Ohio Environmental Protection Agency ("Ohio EPA") permit transfer requirements and other state regulatory approvals necessary to effectuate the acquisition;

(j) Preparation of closing deliverables, including closing checklists, officer's certificates, assignments, bills of sale, assumption and assignment documents, and other instruments necessary to consummate the transaction, and attendance at or coordination of the closing of the acquisition; and

(k) Such other legal services as may be reasonably requested by VMS or its authorized contacts in connection with the Matter from time to time during the term of this engagement.

1.4 Limitations on Scope

This engagement is limited to the Matter described above. It does not include representation of VMS in any unrelated matters, including general corporate matters, securities matters, tax advisory or tax compliance services, environmental consulting or remediation services, financial advisory services, or any other matter not specifically described in Section 1.2 and Section 1.3 above. Should VMS desire the Firm's assistance with any matters outside the scope of this engagement, such matters would be the subject of a separate engagement letter or an amendment to this letter.

The Firm does not serve as VMS's regulatory counsel, financial advisor, or environmental consultant in connection with the Matter. We understand that VMS has separately retained Pinehurst Environmental Sciences, Inc. as its environmental consultant for the Matter. The Firm may coordinate with Pinehurst in the course of our due diligence review, but Pinehurst's engagement, scope of work, and fees are separate from and independent of this engagement.

This engagement does not include representation of Ridgepoint Capital Partners, LP, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other Ridgepoint affiliate in their separate capacities, unless separately agreed in writing. To the extent that the interests of Ridgepoint or its affiliates diverge from or conflict with the interests of VMS in connection with the Matter, the Firm's duty of loyalty and professional obligations run exclusively to VMS as the Client.

2. STAFFING

2.1 Key Personnel

The following attorneys and professionals are initially assigned to the Matter:

Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will have overall supervisory responsibility for the engagement and will serve as the primary relationship contact for VMS and its authorized contacts. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Practice Group and has extensive experience representing stalking-horse bidders, acquirers, and creditors in complex Chapter 11 cases, including Section 363 sales in the manufacturing and automotive sectors. Mr. Bower can be reached at (212) 554-7112 or nbower@calderwoodharkness.com.

Colette Whitman, Partner — Billing Partner. Ms. Whitman will serve as the billing partner for the engagement, with responsibility for billing administration, fee estimates, invoice review, and engagement economics. Ms. Whitman is also a member of the Firm's Bankruptcy & Restructuring Practice Group and will participate in substantive aspects of the Matter as needed. Ms. Whitman can be reached at (212) 554-7245 or cwhitman@calderwoodharkness.com.

Amy Chesterton, Associate — Lead Associate. Ms. Chesterton will serve as the lead associate on the Matter, with day-to-day responsibility for transaction document drafting, due diligence coordination, management of the closing checklist, and preparation of court filings. Ms. Chesterton is a senior associate in the Firm's Bankruptcy & Restructuring Practice Group with significant experience in Section 363 sale transactions. Ms. Chesterton can be reached at (212) 554-7389 or achesterton@calderwoodharkness.com.

Nathan Ikeda, Associate — Working Associate. Mr. Ikeda will assist with due diligence, contract review, executory contract and unexpired lease analysis, closing checklist preparation, and legal research and memoranda. Mr. Ikeda is an associate in the Firm's Bankruptcy & Restructuring Practice Group. Mr. Ikeda can be reached at (212) 554-7441 or nikeda@calderwoodharkness.com.

2.2 Additional Personnel

From time to time, additional attorneys and paralegals may be assigned to the Matter as needed, including attorneys from the Firm's other practice groups (such as the Real Estate, Environmental, Labor & Employment, Tax, and Corporate/M&A groups) to the extent that specialized expertise is required in connection with the due diligence review or other aspects of the Matter. The Client will be notified of any material changes to the staffing of the Matter, including the assignment of any new partner-level attorneys.

The Firm reserves the right to assign other qualified attorneys and professionals to the Matter in its discretion in order to ensure the efficient and effective delivery of legal services; however, the Responsible Partner, Nathaniel Bower, will maintain overall supervisory responsibility for the engagement at all times.

3. FEES AND BILLING ARRANGEMENTS

3.1 Hourly Rates

The Firm's fees for professional services rendered in connection with the Matter will be computed on the basis of time expended by each attorney and paralegal at such person's then-current standard hourly rate. The current hourly rates for personnel assigned to this Matter are set forth in the following table:

The Firm records time in increments of one-tenth of an hour (six minutes). All time entries will reflect a brief description of the services rendered for each time entry.

These hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' advance written notice of any rate changes. Any such rate adjustments will apply only to services rendered on or after the effective date of the new rates.

3.2 Fee Cap

There is no fee cap applicable to this engagement. All fees will be billed on an hourly basis as incurred. The Firm will endeavor to staff the Matter efficiently and to avoid unnecessary duplication of effort. The Client is encouraged to raise any questions or concerns regarding the level of fees at any time during the engagement, and the Responsible Partner will be available to discuss billing matters with the Client upon request.

3.3 Fee Estimate

Based on the Firm's current understanding of the scope of the Matter and the anticipated Section 363 sale process, the Firm estimates that total legal fees for the engagement will be in the range of $375,000 to $500,000. This estimate is based on a number of assumptions regarding the anticipated course of the transaction, including a customary stalking-horse bid process consisting of the following principal workstreams and milestones: (i) legal due diligence of Meridian's assets and operations, (ii) negotiation, drafting, and execution of the Asset Purchase Agreement and related transaction documents, (iii) preparation and filing of bid procedures and sale-related papers in the Bankruptcy Court, (iv) attendance at bid procedures hearing and, if applicable, participation in the auction, (v) attendance at the sale hearing and preparation of the sale order, and (vi) preparation of closing deliverables and consummation of the closing.

This estimate is provided for planning purposes only and does not constitute a guarantee, a fee cap, or a binding commitment by the Firm. Actual fees will depend on range factors, many of which are beyond the Firm's control, including the complexity and volume of due diligence findings, the nature and extent of contested matters in the Bankruptcy Court, the number and competitiveness of competing bids received during the sale process, the duration and complexity of the auction (if held), the duration of the overall sale process, and the resolution of outstanding issues such as environmental remediation scope and responsibility, assumed liability disputes, cure cost objections, and labor matters involving UAW Local 2287. Should the Matter require significantly more time than currently anticipated — for example, due to extended auction proceedings, adjournments of scheduled hearings, contested matters requiring briefing or evidentiary hearings, significant post-auction APA renegotiation, or protracted closing conditions — fees could exceed the estimated range. In such circumstances, the Firm will endeavor to keep the Client informed of any material variance from the estimate on a timely basis and will discuss staffing and budget management with the Client as appropriate.

4. RETAINER

4.1 Retainer Amount and Structure

The Client shall provide to the Firm an initial retainer in the amount of $150,000 (the "Retainer") within ten (10) business days of execution of this engagement letter. Payment of the Retainer should be made by wire transfer of immediately available funds to the following account:

Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP Client Trust Account Account No.: 9204-XXXXXX Reference: VMS / Meridian 363 Sale — Matter No. 1025-00008

The Retainer shall be an "evergreen" retainer, meaning that it shall be maintained at the initial amount of $150,000 at all times during the pendency of the engagement. The Retainer will be held in the Firm's client trust account (IOLTA account) at Greaves Bancorp, in accordance with applicable rules of professional conduct, including the rules of the New York State Unified Court System governing attorney trust accounts.

4.2 Application of Retainer

The Firm may apply the Retainer against any outstanding invoices that remain unpaid more than thirty (30) days after the date of the invoice. The Firm will provide written notice to the Client prior to or concurrently with any application of the Retainer against unpaid invoices. Upon any such application, the Client shall replenish the Retainer to the full $150,000 amount within ten (10) business days of the Firm's written request for replenishment.

Upon termination or conclusion of the engagement, any unused portion of the Retainer will be promptly refunded to the Client, net of any outstanding fees and expenses then owing to the Firm. Any such refund will be made within thirty (30) days following the issuance of the Firm's final invoice for the engagement.

5. BILLING AND PAYMENT TERMS

5.1 Invoicing. The Firm will render invoices to the Client on a monthly basis, with invoices typically issued within fifteen (15) days following the close of each calendar month. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper during the billing period, the time expended, and the applicable hourly rate for each timekeeper, together with a summary of any disbursements and expenses incurred during the billing period. The Firm's invoices will separately itemize professional fees and disbursements/expenses. If the Client requires invoices to be submitted in a particular format or through a particular billing system, the Firm will endeavor to accommodate such requirements upon reasonable advance notice.

5.2 Payment Terms

Invoices are due and payable within thirty (30) days of the invoice date. Amounts remaining unpaid after thirty (30) days from the date of invoice may bear interest at the rate of 1.0% per month (equivalent to 12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm reserves the right to apply any payments received to the oldest outstanding invoices first.

In the event that any invoice remains unpaid for more than sixty (60) days, the Firm may, in addition to exercising its right to apply the Retainer as described in Section 4.2, suspend work on the Matter until the outstanding balance has been brought current. Any such suspension of work will be subject to the Firm's obligations under applicable rules of professional conduct and any orders of the Bankruptcy Court.

5.3 Billing Contact

All invoices will be directed to:

Ms. Diana Rozhenko Chief Financial Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534

Email: d.rozhenko@vantagemobility.com

A copy of each invoice will also be sent, for informational purposes only, to:

Mr. Tobias "Toby" Kessler Managing Director Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606

Email: tkessler@ridgepointcapital.com

The provision of copies of invoices to Mr. Kessler is made at the direction and with the consent of VMS and does not create an attorney-client relationship between the Firm and Ridgepoint or impose any payment obligation on Ridgepoint.

6. DISBURSEMENTS AND EXPENSES

6.1 Reimbursable Expenses

In addition to professional fees, the Client shall reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the Matter, including but not limited to the following:

• Court filing fees and service of process costs;

• Travel expenses, including air, rail, and ground transportation, lodging, and meals, incurred in connection with court appearances in the United States Bankruptcy Court for the Northern District of Ohio (Cleveland), client meetings, and site visits to Meridian's manufacturing facilities in Elyria, Mansfield, and Sandusky, Ohio, and to VMS's headquarters in Grand Rapids, Michigan;

• Document reproduction, printing, and overnight delivery charges;

• Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, PACER, Cascade Services Inc., and similar services;

• Long-distance telephone and teleconference charges;

• Messenger and courier services;

• Charges for external vendors engaged at the Client's direction or with the Client's approval, including title searches, UCC lien searches, judgment and litigation searches, environmental database searches (e.g., EDR/Trelwick reports), and similar investigative services; and

• Other reasonable out-of-pocket costs directly attributable to the Matter.

The Firm's travel expense policy generally provides for coach-class airfare for flights under three hours and business-class airfare for longer flights, reasonable hotel accommodations, and meal expenses in accordance with the Firm's standard reimbursement guidelines. The Firm will endeavor to minimize travel-related expenses where practicable, including through the use of videoconferencing for meetings where in-person attendance is not essential.

6.2 Third-Party Costs

Fees and costs of third-party professionals retained by or on behalf of the Client in connection with the Matter — including, without limitation, local counsel, expert witnesses, environmental consultants (including Pinehurst Environmental Sciences, Inc.), appraisers, title companies, and financial advisors — are the sole responsibility of the Client and will not be included in the Firm's invoices unless the Firm and the Client specifically agree in advance in writing that the Firm will engage and pay such third-party professionals on the Client's behalf. In such event, the Firm will pass through such costs at the actual amount invoiced by the third-party professional, without markup.

7. CLIENT RESPONSIBILITIES AND AUTHORIZED CONTACTS

7.1 Authorized Contacts

The following individuals are authorized to provide instructions, direction, and approvals on behalf of the Client in connection with the Matter, including approvals with respect to strategy, settlement, bidding decisions, and the execution of transaction documents:

• Gerald "Gerry" Hartsfield, Chief Executive Officer, Vantage Mobility Systems Corp.

• Diana Rozhenko, Chief Financial Officer, Vantage Mobility Systems Corp.

• Tobias "Toby" Kessler, Managing Director, Ridgepoint Capital Partners, LP

• Mariana Solano, Principal, Ridgepoint Capital Partners, LP

The Firm shall be entitled to rely on the instructions and directions of any of the foregoing individuals as being duly authorized by VMS. The Client may add or remove authorized contacts by providing written notice to the Responsible Partner. In the event of any conflicting instructions from different authorized contacts, the Firm will seek clarification from Mr. Hartsfield as the Client's chief executive officer, whose instructions shall be controlling.

7.2 Cooperation and Information

The Client shall cooperate with the Firm and provide timely access to information, documents, personnel, and facilities reasonably necessary for the Firm to perform its services under this engagement. The effectiveness and efficiency of our representation will depend in significant part on the timeliness and completeness of information provided to us by VMS and its advisors. The Client is responsible for the accuracy and completeness of all factual information provided to the Firm in connection with the Matter, and the Firm shall be entitled to rely on such information without independent verification unless otherwise agreed.

The Client acknowledges that the Section 363 sale process operates on a timeline established by the Bankruptcy Court and that delays in providing information or approvals may adversely affect VMS's position in the sale process. The Client agrees to use commercially reasonable efforts to respond to requests for information and approvals in a timely manner consistent with the requirements of the sale process.

8. CONFLICTS OF INTEREST

8.1 Conflicts Check

The Firm has conducted a conflicts of interest check in accordance with its standard procedures and applicable rules of professional conduct. Based on currently available information, including the names and identities of the parties provided to us by VMS and Ridgepoint, the Firm has identified no conflicts of interest that would preclude the Firm from representing VMS in the Matter.

Specifically, the Firm does not currently represent, and has not within the past two (2) years represented, any of the following parties in any matter adverse to VMS or in connection with the Matter:

• Meridian Precision Components, Inc. (the Debtor);

• Great Lakes Industrial Credit Corp. (the pre-petition and DIP lender);

• The Official Committee of Unsecured Creditors appointed in the Bankruptcy Case, or any of its individual members, including Aldric Stamping & Tool Co., Northern Basin Employee Benefits Trust, and Crestwood Logistics, Inc.;

• Axton Industrial Holdings, LLC (which we understand may be a potential competing bidder); or

• Northstar Equity Advisors, LP (which we understand may also be a potential competing bidder or financial advisor to a competing bidder).

8.2 Ongoing Obligation

The Firm will continue to monitor for potential conflicts of interest on an ongoing basis throughout the duration of the engagement. If a potential or actual conflict of interest arises during the course of the engagement, the Firm will promptly notify the Client, provide a full explanation of the nature of the conflict, and, if permissible under applicable rules of professional conduct, seek the Client's informed written consent to continued representation. If the conflict cannot be waived or if the Client declines to consent, the Firm will take appropriate steps, which may include withdrawal from the engagement, in accordance with applicable professional conduct rules and any orders of the Bankruptcy Court governing the sale process.

8.3 Scope of Conflict Waiver

The Client acknowledges that Calderwood & Harkness LLP is a large law firm with multiple offices, practice groups, and hundreds of attorneys who represent a diverse client base. The Client agrees that the Firm may continue to represent, and may in the future undertake the representation of, other clients — including other private equity sponsors, automotive industry participants, manufacturing companies, lenders, and other parties — in matters unrelated to the Matter, even if such other clients may have interests adverse to VMS in proceedings or transactions unrelated to the Matter. This consent is given subject to the Firm's ongoing obligations under applicable rules of professional conduct, including the duty to preserve the Client's confidential information and the duty of loyalty in connection with the Matter.

Nothing in this Section 8.3 shall be construed as a waiver of the Client's right to object to any actual conflict of interest arising in connection with the Matter itself.

9. CONFIDENTIALITY

9.1 Duty of Confidentiality

All information communicated to the Firm by the Client, its officers, employees, agents, and authorized contacts in connection with the Matter will be treated as confidential in accordance with applicable rules of professional conduct, including Rule 1.6 of the New York Rules of Professional Conduct, and the attorney-client privilege. The Firm will not disclose such information to third parties except: (a) as authorized by the Client in writing or orally; (b) as required by applicable law, regulation, or court order; or (c) as necessary to carry out the representation, including in filings with the Bankruptcy Court, in communications with the Debtor's counsel and other parties in interest in the Bankruptcy Case, and as otherwise contemplated by the scope of services described herein.

The Firm will implement reasonable measures to safeguard the confidentiality of Client information, including the use of secure electronic communications, restricted access to engagement files, and appropriate supervision of personnel assigned to the Matter.

9.2 Court Filings

The Client acknowledges that certain information relating to the transaction — including the identity of VMS as the stalking-horse bidder, the material terms of the Asset Purchase Agreement, and related financial information — may become part of the public record through filings in the Bankruptcy Court. The Firm will consult with the Client before including competitively sensitive or proprietary information in public filings and will, where appropriate and consistent with the Client's instructions, seek protective orders, seal motions, or redactions to limit the public disclosure of sensitive information. However, the Client understands that the Bankruptcy Court may require disclosure of certain information as a condition of approving the sale, and the Firm cannot guarantee that any particular information will be protected from public disclosure.

10. TERMINATION

10.1 Right to Terminate

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct (including the obligation to take reasonable steps to protect the Client's interests upon withdrawal) and any orders of the Bankruptcy Court governing the sale process, the bidding timeline, or the parties' obligations in connection therewith.

Upon termination of the engagement, the Client shall remain responsible for the payment of all fees and expenses incurred through the effective date of termination, including any fees and expenses for services rendered in connection with the orderly transition of the Matter to successor counsel. The Firm shall cooperate fully in the orderly transition of the Matter, including by providing successor counsel with copies of relevant files, work product, and other materials, subject to the Client's satisfaction of all outstanding payment obligations and the Firm's rights under applicable law, including any retaining lien.

10.2 Withdrawal. The Firm reserves the right to withdraw from representation in accordance with applicable rules of professional conduct, including, without limitation, in the event of: (a) nonpayment of fees or failure to replenish the Retainer as required under Section 4; (b) the discovery or emergence of a conflict of interest that cannot be waived; (c) the Client's failure to cooperate with the Firm or to provide information necessary for the Firm to carry out the representation; (d) the Client's failure to follow the Firm's advice on material matters where such failure may result in a violation of law or ethical obligations; or (e) any other circumstance in which continued representation would be impermissible or unreasonable under applicable rules of professional conduct. In any such event, the Firm will provide reasonable advance notice to the Client and will seek to minimize any disruption to the Client's interests.

11. DOCUMENT RETENTION

Upon conclusion of the engagement, the Firm will return to the Client, upon the Client's written request, any original documents provided by the Client to the Firm in connection with the Matter. The Firm's own files — including attorney work product, internal memoranda, research files, correspondence, notes, and other materials generated by the Firm in the course of the engagement — will be maintained in accordance with the Firm's document retention policy, which generally provides for retention for a period of ten (10) years following the close of the Matter. After the expiration of the ten-year retention period, the Firm may destroy such files without further notice to the Client. The Client may request copies of such files (at the Client's expense) at any time prior to their destruction. The Firm's document retention policy is subject to change from time to time, and the Firm will comply with the policy in effect at the time of any disposal decision.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the Matter. This limitation of liability applies to the Firm and its partners, associates, employees, agents, and representatives, individually and collectively.

The Firm shall not be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, including lost profits, loss of business opportunity, or diminution in value, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.

Nothing in this Section 12 shall limit the Firm's liability for fraud, willful misconduct, or gross negligence.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or the relationship between the Firm and the Client, including any claim of malpractice, breach of fiduciary duty, or breach of contract, shall be resolved exclusively by binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days of the demand for arbitration, selected in accordance with the rules of the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.

14. MISCELLANEOUS PROVISIONS

14.1 Entire Agreement

This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the Firm's engagement in connection with the Matter and supersedes all prior and contemporaneous oral or written communications, proposals, representations, and understandings between the parties with respect to the subject matter hereof. No statement, representation, or promise made by any party that is not contained in this engagement letter shall be binding on any party.

14.2 Amendments. This engagement letter may be amended, modified, or supplemented only by a written instrument signed by both the Client (by an authorized representative) and the Firm (by a partner of the Firm). No oral modification of this engagement letter shall be effective.

14.3 No Third-Party Beneficiaries

This engagement letter is solely for the benefit of the Firm and the Client. No third party, including, without limitation, Ridgepoint Capital Partners, LP, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other affiliate, partner, investor, or portfolio company of Ridgepoint, shall be deemed a third-party beneficiary of this engagement letter or shall have any rights or remedies hereunder. The acknowledgment signature of Ridgepoint Capital Partners, LP, set forth below is solely for informational and administrative purposes and does not confer upon Ridgepoint any rights as a client or third-party beneficiary.

14.4 Counterparts; Electronic Execution

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this engagement letter by facsimile transmission or electronic means (including by email in portable document format (PDF)) shall be effective as delivery of a manually executed original counterpart. Facsimile and electronic (PDF) signatures shall have the same force and effect as original ink signatures for all purposes.

15. ACCEPTANCE AND EXECUTION

If the foregoing terms of engagement are acceptable to VMS, please indicate your agreement by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned at your earliest convenience. Upon execution by both parties, this engagement letter shall be deemed effective as of March 28, 2022, the date first written above. We also request that Mr. Kessler execute the acknowledgment below for the informational purposes described herein.

We are enthusiastic about the opportunity to work with VMS and the Ridgepoint team on this important transaction. We believe that VMS is well positioned to submit a compelling stalking-horse bid, and we look forward to bringing our experience in Section 363 sales and restructuring matters to bear on your behalf. Please do not hesitate to contact Nathaniel Bower at (212) 554-7112 or nbower@calderwoodharkness.com if you have any questions regarding this letter or the engagement.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner

Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022

ACCEPTANCE AND ACKNOWLEDGMENT

AGREED AND ACCEPTED by Vantage Mobility Systems Corp.:

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Gerald "Gerry" Hartsfield

Title: Chief Executive Officer

Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534

Date: ________

ACKNOWLEDGED by Ridgepoint Capital Partners, LP (for informational purposes only; Ridgepoint Capital Partners, LP is not a party to this engagement and this acknowledgment does not create an attorney-client relationship between Calderwood & Harkness LLP and Ridgepoint Capital Partners, LP or impose any obligations on Ridgepoint Capital Partners, LP):

RIDGEPOINT CAPITAL PARTNERS, LP

By: ________

Name: Tobias "Toby" Kessler

Title: Managing Director

Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606

Date: ________

Category	Hourly Rate
Partners	$1,050 per hour
Senior Associates (5th year and above)	$725 per hour
Associates (1st through 4th year)	$575 per hour
Paralegals and Legal Assistants	$350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
March 28, 2022
VIA EMAIL AND DocuSign
Mr. Gerald "Gerry" Hartsfield Chief Executive Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534
Copies to:
Ms. Diana Rozhenko Chief Financial Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534
Mr. Tobias "Toby" Kessler Managing Director Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606
Ms. Mariana Solano Principal Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606
Re: Engagement Letter — Representation of Vantage Mobility Systems Corp. in Connection with Proposed Section 363 Stalking-Horse Bid for Assets of Meridian Precision Components, Inc.
Dear Mr. Hartsfield:
We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP as legal counsel to Vantage Mobility Systems Corp. in connection with the proposed acquisition described more fully below. We are pleased to have the opportunity to represent VMS in this matter and look forward to working closely with you and your team. This letter sets forth the terms and conditions governing our engagement, including the scope of services, staffing, fees, and other important matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as indicated at the conclusion of this letter.
1. ENGAGEMENT AND SCOPE OF REPRESENTATION
1.1 Engagement Confirmation
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," the "Company," or the "Client"), to serve as legal counsel to VMS in connection with the matters described herein. This engagement shall be effective as of March 28, 2022.
We understand that VMS is a portfolio company of Ridgepoint Capital Partners, LP ("Ridgepoint"), a Delaware limited partnership, and that VMS is currently held in Ridgepoint Capital Fund II, LP (vintage 2017). We wish to clarify at the outset that our client in this engagement is VMS and not Ridgepoint, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other Ridgepoint affiliate. Notwithstanding the foregoing, we understand that certain members of the Ridgepoint deal team, specifically Mr. Tobias Kessler and Ms. Mariana Solano, will serve as authorized contacts and will be involved in communications and decision-making with respect to the Matter. Our professional obligations, including the duties of loyalty and confidentiality, run to VMS as the Client, and VMS shall have the ultimate authority with respect to all decisions concerning the engagement.
1.2 Description of the Matter
The Firm will represent VMS as the proposed stalking-horse bidder in connection with VMS's proposed acquisition of substantially all assets of Meridian Precision Components, Inc. ("Meridian" or the "Debtor"), an Ohio corporation headquartered at 4500 Industrial Parkway, Elyria, OH 44035, pursuant to Section 363 of Title 11 of the United States Code (the "Bankruptcy Code").
Meridian filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on February 14, 2022, in the United States Bankruptcy Court for the Northern District of Ohio, Case No. 22-50318-JLG, before the Honorable Janet L. Grasso (the "Bankruptcy Case"). The Bankruptcy Case is currently pending, and we understand that the Debtor, through its counsel, Hargrove Tillinghast LLP, has initiated a process to solicit stalking-horse bids for the sale of substantially all of the Debtor's assets.
The contemplated transaction involves VMS's submission of a stalking-horse bid and the negotiation and execution of an Asset Purchase Agreement (the "APA") for the purchase of substantially all of Meridian's assets, including, without limitation, Meridian's stamping and welding operations at its manufacturing facilities located in Elyria, Ohio, Mansfield, Ohio, and Sandusky, Ohio. The acquisition is expected to be conducted through a sale process under Section 363 of the Bankruptcy Code, subject to higher and better offers at auction and approval by the Bankruptcy Court.
Collectively, the foregoing proposed transaction and all related proceedings, negotiations, filings, and activities shall be referred to herein as the "Matter."
1.3 Scope of Legal Services
The Firm's representation in the Matter shall include, without limitation, the following:
(a) Negotiation, drafting, and review of the stalking-horse Asset Purchase Agreement and all related transaction documents, including all ancillary agreements, schedules, exhibits, side letters, transition services arrangements, and any amendments or supplements thereto;
(b) Negotiation and documentation of stalking-horse bid protections, including the break-up fee, expense reimbursement, termination provisions, and good-faith deposit provisions, as well as any related provisions governing the treatment of such protections in the bid procedures order;
(c) Legal due diligence review of Meridian's assets, liabilities, contracts, real property, environmental matters, intellectual property, labor and employment matters, litigation, regulatory compliance, insurance, and tax matters, including the preparation and management of due diligence request lists, review of data room materials, and preparation of due diligence memoranda summarizing material findings;
(d) Review and analysis of the Debtor's Chapter 11 case filings, schedules and statements of financial affairs, bid procedures and bid procedures motion, debtor-in-possession ("DIP") financing orders, cash collateral orders, and related court filings, orders, and motions in the Bankruptcy Case;
(e) Preparation and filing of pleadings, briefs, objections, responses, and other papers in the Bankruptcy Court on behalf of VMS as stalking-horse bidder, including in connection with bid procedures hearings, sale hearings, cure amount disputes, and any related contested matters or adversary proceedings that may arise in connection with the sale process;
(f) Coordination and communication with Debtor's counsel (Hargrove Tillinghast LLP), counsel to the pre-petition and DIP lender, Great Lakes Industrial Credit Corp. (Whitfield & Chambers LLP), counsel to the Official Committee of Unsecured Creditors (Pendergast McCabe & Lowe LLP), and counsel to any other parties in interest, including any competing bidders, as may be necessary in connection with the sale process;
(g) Review of assumed and excluded assets and liabilities, including analysis of cure costs under executory contracts and unexpired leases proposed to be assumed and assigned to VMS, evaluation of environmental remediation obligations associated with the Meridian facilities, and review of employee and labor matters, including issues related to the collective bargaining agreement with UAW Local 2287 and any obligations arising under the Worker Adjustment and Retraining Notification Act ("WARN Act");
(h) Coordination with VMS's existing lender, Lakeshore Commercial Lending, Inc., regarding incremental financing for the acquisition, including review and negotiation of any amendments to VMS's existing credit facility, consent requirements, and related documentation;
(i) Review of applicable regulatory requirements, including analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and preparation or review of any required HSR filings, as well as analysis of Ohio Environmental Protection Agency ("Ohio EPA") permit transfer requirements and other state regulatory approvals necessary to effectuate the acquisition;
(j) Preparation of closing deliverables, including closing checklists, officer's certificates, assignments, bills of sale, assumption and assignment documents, and other instruments necessary to consummate the transaction, and attendance at or coordination of the closing of the acquisition; and
(k) Such other legal services as may be reasonably requested by VMS or its authorized contacts in connection with the Matter from time to time during the term of this engagement.
1.4 Limitations on Scope
This engagement is limited to the Matter described above. It does not include representation of VMS in any unrelated matters, including general corporate matters, securities matters, tax advisory or tax compliance services, environmental consulting or remediation services, financial advisory services, or any other matter not specifically described in Section 1.2 and Section 1.3 above. Should VMS desire the Firm's assistance with any matters outside the scope of this engagement, such matters would be the subject of a separate engagement letter or an amendment to this letter.
The Firm does not serve as VMS's regulatory counsel, financial advisor, or environmental consultant in connection with the Matter. We understand that VMS has separately retained Pinehurst Environmental Sciences, Inc. as its environmental consultant for the Matter. The Firm may coordinate with Pinehurst in the course of our due diligence review, but Pinehurst's engagement, scope of work, and fees are separate from and independent of this engagement.
This engagement does not include representation of Ridgepoint Capital Partners, LP, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other Ridgepoint affiliate in their separate capacities, unless separately agreed in writing. To the extent that the interests of Ridgepoint or its affiliates diverge from or conflict with the interests of VMS in connection with the Matter, the Firm's duty of loyalty and professional obligations run exclusively to VMS as the Client.
2. STAFFING
2.1 Key Personnel
The following attorneys and professionals are initially assigned to the Matter:
Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will have overall supervisory responsibility for the engagement and will serve as the primary relationship contact for VMS and its authorized contacts. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Practice Group and has extensive experience representing stalking-horse bidders, acquirers, and creditors in complex Chapter 11 cases, including Section 363 sales in the manufacturing and automotive sectors. Mr. Bower can be reached at (212) 554-7112 or nbower@calderwoodharkness.com.
Colette Whitman, Partner — Billing Partner. Ms. Whitman will serve as the billing partner for the engagement, with responsibility for billing administration, fee estimates, invoice review, and engagement economics. Ms. Whitman is also a member of the Firm's Bankruptcy & Restructuring Practice Group and will participate in substantive aspects of the Matter as needed. Ms. Whitman can be reached at (212) 554-7245 or cwhitman@calderwoodharkness.com.
Amy Chesterton, Associate — Lead Associate. Ms. Chesterton will serve as the lead associate on the Matter, with day-to-day responsibility for transaction document drafting, due diligence coordination, management of the closing checklist, and preparation of court filings. Ms. Chesterton is a senior associate in the Firm's Bankruptcy & Restructuring Practice Group with significant experience in Section 363 sale transactions. Ms. Chesterton can be reached at (212) 554-7389 or achesterton@calderwoodharkness.com.
Nathan Ikeda, Associate — Working Associate. Mr. Ikeda will assist with due diligence, contract review, executory contract and unexpired lease analysis, closing checklist preparation, and legal research and memoranda. Mr. Ikeda is an associate in the Firm's Bankruptcy & Restructuring Practice Group. Mr. Ikeda can be reached at (212) 554-7441 or nikeda@calderwoodharkness.com.
2.2 Additional Personnel
From time to time, additional attorneys and paralegals may be assigned to the Matter as needed, including attorneys from the Firm's other practice groups (such as the Real Estate, Environmental, Labor & Employment, Tax, and Corporate/M&A groups) to the extent that specialized expertise is required in connection with the due diligence review or other aspects of the Matter. The Client will be notified of any material changes to the staffing of the Matter, including the assignment of any new partner-level attorneys.
The Firm reserves the right to assign other qualified attorneys and professionals to the Matter in its discretion in order to ensure the efficient and effective delivery of legal services; however, the Responsible Partner, Nathaniel Bower, will maintain overall supervisory responsibility for the engagement at all times.
3. FEES AND BILLING ARRANGEMENTS
3.1 Hourly Rates
The Firm's fees for professional services rendered in connection with the Matter will be computed on the basis of time expended by each attorney and paralegal at such person's then-current standard hourly rate. The current hourly rates for personnel assigned to this Matter are set forth in the following table:
The Firm records time in increments of one-tenth of an hour (six minutes). All time entries will reflect a brief description of the services rendered for each time entry.
These hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' advance written notice of any rate changes. Any such rate adjustments will apply only to services rendered on or after the effective date of the new rates.
3.2 Fee Cap
There is no fee cap applicable to this engagement. All fees will be billed on an hourly basis as incurred. The Firm will endeavor to staff the Matter efficiently and to avoid unnecessary duplication of effort. The Client is encouraged to raise any questions or concerns regarding the level of fees at any time during the engagement, and the Responsible Partner will be available to discuss billing matters with the Client upon request.
3.3 Fee Estimate
Based on the Firm's current understanding of the scope of the Matter and the anticipated Section 363 sale process, the Firm estimates that total legal fees for the engagement will be in the range of $375,000 to $500,000. This estimate is based on a number of assumptions regarding the anticipated course of the transaction, including a customary stalking-horse bid process consisting of the following principal workstreams and milestones: (i) legal due diligence of Meridian's assets and operations, (ii) negotiation, drafting, and execution of the Asset Purchase Agreement and related transaction documents, (iii) preparation and filing of bid procedures and sale-related papers in the Bankruptcy Court, (iv) attendance at bid procedures hearing and, if applicable, participation in the auction, (v) attendance at the sale hearing and preparation of the sale order, and (vi) preparation of closing deliverables and consummation of the closing.
This estimate is provided for planning purposes only and does not constitute a guarantee, a fee cap, or a binding commitment by the Firm. Actual fees will depend on range factors, many of which are beyond the Firm's control, including the complexity and volume of due diligence findings, the nature and extent of contested matters in the Bankruptcy Court, the number and competitiveness of competing bids received during the sale process, the duration and complexity of the auction (if held), the duration of the overall sale process, and the resolution of outstanding issues such as environmental remediation scope and responsibility, assumed liability disputes, cure cost objections, and labor matters involving UAW Local 2287. Should the Matter require significantly more time than currently anticipated — for example, due to extended auction proceedings, adjournments of scheduled hearings, contested matters requiring briefing or evidentiary hearings, significant post-auction APA renegotiation, or protracted closing conditions — fees could exceed the estimated range. In such circumstances, the Firm will endeavor to keep the Client informed of any material variance from the estimate on a timely basis and will discuss staffing and budget management with the Client as appropriate.
4. RETAINER
4.1 Retainer Amount and Structure
The Client shall provide to the Firm an initial retainer in the amount of $150,000 (the "Retainer") within ten (10) business days of execution of this engagement letter. Payment of the Retainer should be made by wire transfer of immediately available funds to the following account:
Bank: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Calderwood & Harkness LLP Client Trust Account Account No.: 9204-XXXXXX Reference: VMS / Meridian 363 Sale — Matter No. 1025-00008
The Retainer shall be an "evergreen" retainer, meaning that it shall be maintained at the initial amount of $150,000 at all times during the pendency of the engagement. The Retainer will be held in the Firm's client trust account (IOLTA account) at Greaves Bancorp, in accordance with applicable rules of professional conduct, including the rules of the New York State Unified Court System governing attorney trust accounts.
4.2 Application of Retainer
The Firm may apply the Retainer against any outstanding invoices that remain unpaid more than thirty (30) days after the date of the invoice. The Firm will provide written notice to the Client prior to or concurrently with any application of the Retainer against unpaid invoices. Upon any such application, the Client shall replenish the Retainer to the full $150,000 amount within ten (10) business days of the Firm's written request for replenishment.
Upon termination or conclusion of the engagement, any unused portion of the Retainer will be promptly refunded to the Client, net of any outstanding fees and expenses then owing to the Firm. Any such refund will be made within thirty (30) days following the issuance of the Firm's final invoice for the engagement.
5. BILLING AND PAYMENT TERMS
5.1 Invoicing.  The Firm will render invoices to the Client on a monthly basis, with invoices typically issued within fifteen (15) days following the close of each calendar month. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper during the billing period, the time expended, and the applicable hourly rate for each timekeeper, together with a summary of any disbursements and expenses incurred during the billing period. The Firm's invoices will separately itemize professional fees and disbursements/expenses. If the Client requires invoices to be submitted in a particular format or through a particular billing system, the Firm will endeavor to accommodate such requirements upon reasonable advance notice.
5.2 Payment Terms
Invoices are due and payable within thirty (30) days of the invoice date. Amounts remaining unpaid after thirty (30) days from the date of invoice may bear interest at the rate of 1.0% per month (equivalent to 12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm reserves the right to apply any payments received to the oldest outstanding invoices first.
In the event that any invoice remains unpaid for more than sixty (60) days, the Firm may, in addition to exercising its right to apply the Retainer as described in Section 4.2, suspend work on the Matter until the outstanding balance has been brought current. Any such suspension of work will be subject to the Firm's obligations under applicable rules of professional conduct and any orders of the Bankruptcy Court.
5.3 Billing Contact
All invoices will be directed to:
Ms. Diana Rozhenko Chief Financial Officer Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534
Email: d.rozhenko@vantagemobility.com
A copy of each invoice will also be sent, for informational purposes only, to:
Mr. Tobias "Toby" Kessler Managing Director Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606
Email: tkessler@ridgepointcapital.com
The provision of copies of invoices to Mr. Kessler is made at the direction and with the consent of VMS and does not create an attorney-client relationship between the Firm and Ridgepoint or impose any payment obligation on Ridgepoint.
6. DISBURSEMENTS AND EXPENSES
6.1 Reimbursable Expenses
In addition to professional fees, the Client shall reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the Matter, including but not limited to the following:
•  Court filing fees and service of process costs;
•  Travel expenses, including air, rail, and ground transportation, lodging, and meals, incurred in connection with court appearances in the United States Bankruptcy Court for the Northern District of Ohio (Cleveland), client meetings, and site visits to Meridian's manufacturing facilities in Elyria, Mansfield, and Sandusky, Ohio, and to VMS's headquarters in Grand Rapids, Michigan;
•  Document reproduction, printing, and overnight delivery charges;
•  Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, PACER, Cascade Services Inc., and similar services;
•  Long-distance telephone and teleconference charges;
•  Messenger and courier services;
•  Charges for external vendors engaged at the Client's direction or with the Client's approval, including title searches, UCC lien searches, judgment and litigation searches, environmental database searches (e.g., EDR/Trelwick reports), and similar investigative services; and
•  Other reasonable out-of-pocket costs directly attributable to the Matter.
The Firm's travel expense policy generally provides for coach-class airfare for flights under three hours and business-class airfare for longer flights, reasonable hotel accommodations, and meal expenses in accordance with the Firm's standard reimbursement guidelines. The Firm will endeavor to minimize travel-related expenses where practicable, including through the use of videoconferencing for meetings where in-person attendance is not essential.
6.2 Third-Party Costs
Fees and costs of third-party professionals retained by or on behalf of the Client in connection with the Matter — including, without limitation, local counsel, expert witnesses, environmental consultants (including Pinehurst Environmental Sciences, Inc.), appraisers, title companies, and financial advisors — are the sole responsibility of the Client and will not be included in the Firm's invoices unless the Firm and the Client specifically agree in advance in writing that the Firm will engage and pay such third-party professionals on the Client's behalf. In such event, the Firm will pass through such costs at the actual amount invoiced by the third-party professional, without markup.
7. CLIENT RESPONSIBILITIES AND AUTHORIZED CONTACTS
7.1 Authorized Contacts
The following individuals are authorized to provide instructions, direction, and approvals on behalf of the Client in connection with the Matter, including approvals with respect to strategy, settlement, bidding decisions, and the execution of transaction documents:
•  Gerald "Gerry" Hartsfield, Chief Executive Officer, Vantage Mobility Systems Corp.
•  Diana Rozhenko, Chief Financial Officer, Vantage Mobility Systems Corp.
•  Tobias "Toby" Kessler, Managing Director, Ridgepoint Capital Partners, LP
•  Mariana Solano, Principal, Ridgepoint Capital Partners, LP
The Firm shall be entitled to rely on the instructions and directions of any of the foregoing individuals as being duly authorized by VMS. The Client may add or remove authorized contacts by providing written notice to the Responsible Partner. In the event of any conflicting instructions from different authorized contacts, the Firm will seek clarification from Mr. Hartsfield as the Client's chief executive officer, whose instructions shall be controlling.
7.2 Cooperation and Information
The Client shall cooperate with the Firm and provide timely access to information, documents, personnel, and facilities reasonably necessary for the Firm to perform its services under this engagement. The effectiveness and efficiency of our representation will depend in significant part on the timeliness and completeness of information provided to us by VMS and its advisors. The Client is responsible for the accuracy and completeness of all factual information provided to the Firm in connection with the Matter, and the Firm shall be entitled to rely on such information without independent verification unless otherwise agreed.
The Client acknowledges that the Section 363 sale process operates on a timeline established by the Bankruptcy Court and that delays in providing information or approvals may adversely affect VMS's position in the sale process. The Client agrees to use commercially reasonable efforts to respond to requests for information and approvals in a timely manner consistent with the requirements of the sale process.
8. CONFLICTS OF INTEREST
8.1 Conflicts Check
The Firm has conducted a conflicts of interest check in accordance with its standard procedures and applicable rules of professional conduct. Based on currently available information, including the names and identities of the parties provided to us by VMS and Ridgepoint, the Firm has identified no conflicts of interest that would preclude the Firm from representing VMS in the Matter.
Specifically, the Firm does not currently represent, and has not within the past two (2) years represented, any of the following parties in any matter adverse to VMS or in connection with the Matter:
•  Meridian Precision Components, Inc. (the Debtor);
•  Great Lakes Industrial Credit Corp. (the pre-petition and DIP lender);
•  The Official Committee of Unsecured Creditors appointed in the Bankruptcy Case, or any of its individual members, including Aldric Stamping & Tool Co., Northern Basin Employee Benefits Trust, and Crestwood Logistics, Inc.;
•  Axton Industrial Holdings, LLC (which we understand may be a potential competing bidder); or
•  Northstar Equity Advisors, LP (which we understand may also be a potential competing bidder or financial advisor to a competing bidder).
8.2 Ongoing Obligation
The Firm will continue to monitor for potential conflicts of interest on an ongoing basis throughout the duration of the engagement. If a potential or actual conflict of interest arises during the course of the engagement, the Firm will promptly notify the Client, provide a full explanation of the nature of the conflict, and, if permissible under applicable rules of professional conduct, seek the Client's informed written consent to continued representation. If the conflict cannot be waived or if the Client declines to consent, the Firm will take appropriate steps, which may include withdrawal from the engagement, in accordance with applicable professional conduct rules and any orders of the Bankruptcy Court governing the sale process.
8.3 Scope of Conflict Waiver
The Client acknowledges that Calderwood & Harkness LLP is a large law firm with multiple offices, practice groups, and hundreds of attorneys who represent a diverse client base. The Client agrees that the Firm may continue to represent, and may in the future undertake the representation of, other clients — including other private equity sponsors, automotive industry participants, manufacturing companies, lenders, and other parties — in matters unrelated to the Matter, even if such other clients may have interests adverse to VMS in proceedings or transactions unrelated to the Matter. This consent is given subject to the Firm's ongoing obligations under applicable rules of professional conduct, including the duty to preserve the Client's confidential information and the duty of loyalty in connection with the Matter.
Nothing in this Section 8.3 shall be construed as a waiver of the Client's right to object to any actual conflict of interest arising in connection with the Matter itself.
9. CONFIDENTIALITY
9.1 Duty of Confidentiality
All information communicated to the Firm by the Client, its officers, employees, agents, and authorized contacts in connection with the Matter will be treated as confidential in accordance with applicable rules of professional conduct, including Rule 1.6 of the New York Rules of Professional Conduct, and the attorney-client privilege. The Firm will not disclose such information to third parties except: (a) as authorized by the Client in writing or orally; (b) as required by applicable law, regulation, or court order; or (c) as necessary to carry out the representation, including in filings with the Bankruptcy Court, in communications with the Debtor's counsel and other parties in interest in the Bankruptcy Case, and as otherwise contemplated by the scope of services described herein.
The Firm will implement reasonable measures to safeguard the confidentiality of Client information, including the use of secure electronic communications, restricted access to engagement files, and appropriate supervision of personnel assigned to the Matter.
9.2 Court Filings
The Client acknowledges that certain information relating to the transaction — including the identity of VMS as the stalking-horse bidder, the material terms of the Asset Purchase Agreement, and related financial information — may become part of the public record through filings in the Bankruptcy Court. The Firm will consult with the Client before including competitively sensitive or proprietary information in public filings and will, where appropriate and consistent with the Client's instructions, seek protective orders, seal motions, or redactions to limit the public disclosure of sensitive information. However, the Client understands that the Bankruptcy Court may require disclosure of certain information as a condition of approving the sale, and the Firm cannot guarantee that any particular information will be protected from public disclosure.
10. TERMINATION
10.1 Right to Terminate
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's obligations under applicable rules of professional conduct (including the obligation to take reasonable steps to protect the Client's interests upon withdrawal) and any orders of the Bankruptcy Court governing the sale process, the bidding timeline, or the parties' obligations in connection therewith.
Upon termination of the engagement, the Client shall remain responsible for the payment of all fees and expenses incurred through the effective date of termination, including any fees and expenses for services rendered in connection with the orderly transition of the Matter to successor counsel. The Firm shall cooperate fully in the orderly transition of the Matter, including by providing successor counsel with copies of relevant files, work product, and other materials, subject to the Client's satisfaction of all outstanding payment obligations and the Firm's rights under applicable law, including any retaining lien.
10.2 Withdrawal.  The Firm reserves the right to withdraw from representation in accordance with applicable rules of professional conduct, including, without limitation, in the event of: (a) nonpayment of fees or failure to replenish the Retainer as required under Section 4; (b) the discovery or emergence of a conflict of interest that cannot be waived; (c) the Client's failure to cooperate with the Firm or to provide information necessary for the Firm to carry out the representation; (d) the Client's failure to follow the Firm's advice on material matters where such failure may result in a violation of law or ethical obligations; or (e) any other circumstance in which continued representation would be impermissible or unreasonable under applicable rules of professional conduct. In any such event, the Firm will provide reasonable advance notice to the Client and will seek to minimize any disruption to the Client's interests.
11. DOCUMENT RETENTION
Upon conclusion of the engagement, the Firm will return to the Client, upon the Client's written request, any original documents provided by the Client to the Firm in connection with the Matter. The Firm's own files — including attorney work product, internal memoranda, research files, correspondence, notes, and other materials generated by the Firm in the course of the engagement — will be maintained in accordance with the Firm's document retention policy, which generally provides for retention for a period of ten (10) years following the close of the Matter. After the expiration of the ten-year retention period, the Firm may destroy such files without further notice to the Client. The Client may request copies of such files (at the Client's expense) at any time prior to their destruction. The Firm's document retention policy is subject to change from time to time, and the Firm will comply with the policy in effect at the time of any disposal decision.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with the Matter. This limitation of liability applies to the Firm and its partners, associates, employees, agents, and representatives, individually and collectively.
The Firm shall not be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, including lost profits, loss of business opportunity, or diminution in value, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.
Nothing in this Section 12 shall limit the Firm's liability for fraud, willful misconduct, or gross negligence.
13. GOVERNING LAW AND DISPUTE RESOLUTION
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or the relationship between the Firm and the Client, including any claim of malpractice, breach of fiduciary duty, or breach of contract, shall be resolved exclusively by binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days of the demand for arbitration, selected in accordance with the rules of the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.
14. MISCELLANEOUS PROVISIONS
14.1 Entire Agreement
This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the terms and conditions of the Firm's engagement in connection with the Matter and supersedes all prior and contemporaneous oral or written communications, proposals, representations, and understandings between the parties with respect to the subject matter hereof. No statement, representation, or promise made by any party that is not contained in this engagement letter shall be binding on any party.
14.2 Amendments.  This engagement letter may be amended, modified, or supplemented only by a written instrument signed by both the Client (by an authorized representative) and the Firm (by a partner of the Firm). No oral modification of this engagement letter shall be effective.
14.3 No Third-Party Beneficiaries
This engagement letter is solely for the benefit of the Firm and the Client. No third party, including, without limitation, Ridgepoint Capital Partners, LP, Ridgepoint Capital Fund II, LP, Ridgepoint Capital GP II, LLC, or any other affiliate, partner, investor, or portfolio company of Ridgepoint, shall be deemed a third-party beneficiary of this engagement letter or shall have any rights or remedies hereunder. The acknowledgment signature of Ridgepoint Capital Partners, LP, set forth below is solely for informational and administrative purposes and does not confer upon Ridgepoint any rights as a client or third-party beneficiary.
14.4 Counterparts; Electronic Execution
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this engagement letter by facsimile transmission or electronic means (including by email in portable document format (PDF)) shall be effective as delivery of a manually executed original counterpart. Facsimile and electronic (PDF) signatures shall have the same force and effect as original ink signatures for all purposes.
15. ACCEPTANCE AND EXECUTION
If the foregoing terms of engagement are acceptable to VMS, please indicate your agreement by signing and dating this letter in the space provided below and returning a fully executed copy to the undersigned at your earliest convenience. Upon execution by both parties, this engagement letter shall be deemed effective as of March 28, 2022, the date first written above. We also request that Mr. Kessler execute the acknowledgment below for the informational purposes described herein.
We are enthusiastic about the opportunity to work with VMS and the Ridgepoint team on this important transaction. We believe that VMS is well positioned to submit a compelling stalking-horse bid, and we look forward to bringing our experience in Section 363 sales and restructuring matters to bear on your behalf. Please do not hesitate to contact Nathaniel Bower at (212) 554-7112 or nbower@calderwoodharkness.com if you have any questions regarding this letter or the engagement.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner
Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
ACCEPTANCE AND ACKNOWLEDGMENT
AGREED AND ACCEPTED by Vantage Mobility Systems Corp.:
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Gerald "Gerry" Hartsfield
Title: Chief Executive Officer
Vantage Mobility Systems Corp. 1800 Butterworth Avenue SW Grand Rapids, MI 49534
Date: ________
ACKNOWLEDGED by Ridgepoint Capital Partners, LP (for informational purposes only; Ridgepoint Capital Partners, LP is not a party to this engagement and this acknowledgment does not create an attorney-client relationship between Calderwood & Harkness LLP and Ridgepoint Capital Partners, LP or impose any obligations on Ridgepoint Capital Partners, LP):
RIDGEPOINT CAPITAL PARTNERS, LP
By: ________
Name: Tobias "Toby" Kessler
Title: Managing Director
Ridgepoint Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606
Date: ________
Category | Hourly Rate
Partners | $1,050 per hour
Senior Associates (5th year and above) | $725 per hour
Associates (1st through 4th year) | $575 per hour
Paralegals and Legal Assistants | $350 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

VANTAGE MOBILITY SYSTEMS CORP.

RIDGEPOINT CAPITAL PARTNERS, LP

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