1007-00003 · Whitfield & Gaines PLLC · Engagement

engagement-letter-vms-defense.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Fountain Square, 11th Floor Detroit, MI 48226

Telephone: (313) 555-7200 Facsimile: (313) 555-7201 www.calderwoodharkness.com

January 15, 2025

VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL

Rachel Nguyen, Esq. Vice President & Associate General Counsel Vantage Mobility Systems Corp. 4200 Innovation Drive Auburn Hills, MI 48326

Re: Engagement of Calderwood & Harkness LLP — Defense of Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., No. 2:24-cv-00187-JRG (E.D. Tex.) Engagement No.: 1007-00003

Dear Ms. Nguyen:

1. Introduction and Confirmation of Engagement

Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("VMS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Auburn Hills, Michigan, to serve as defense counsel in the above-referenced patent infringement action currently pending before the United States District Court for the Eastern District of Texas. This engagement letter (the "Letter" or "Agreement") sets forth the terms and conditions governing the Firm's representation of VMS in this matter.

This engagement is effective as of January 15, 2025. As discussed in our prior conversations regarding the transition of defense responsibilities—including our telephone conference of January 6, 2025 and our in-person meeting at VMS's Auburn Hills offices on January 9, 2025—the Firm is prepared to assume the defense of this action promptly and to take all steps necessary to ensure a seamless transition without disruption to the litigation schedule. We appreciate the confidence that VMS has placed in Calderwood & Harkness, and we are committed to providing a vigorous, cost-effective defense.

We ask that you review the terms of this Letter carefully and, if they are acceptable to VMS, execute the acknowledgment and acceptance set forth in Section 18 below and return a signed copy to the Firm at your earliest convenience. If you have any questions or wish to discuss any provision of this Letter, please do not hesitate to contact me directly.

2. Description of the Matter

The matter to which this engagement relates is as follows:

Pinnacle Innovations LLC ("Pinnacle"), a Texas limited liability company and non-practicing entity, has brought suit against VMS asserting infringement of United States Patent No. 9,847,312 B2 (the "'312 Patent"), entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," which was issued by the United States Patent and Trademark Office on March 6, 2018. The '312 Patent was originally assigned to DataStream Automotive, Inc., a dissolved Illinois corporation. Pinnacle acquired all right, title, and interest in the '312 Patent by assignment recorded at the USPTO on August 14, 2023. Based on publicly available information and VMS's prior investigation, Pinnacle is believed to be financed by Arcadia Litigation Finance, LP, a litigation-funding entity, although the precise terms of that arrangement are not currently known.

Pinnacle asserts independent Claims 1, 7, and 14 of the '312 Patent against two VMS products: (i) the DriveLink™ 4.0 telematics control unit, a hardware module installed in commercial fleet vehicles manufactured and sold by VMS, and (ii) the FleetPulse™ cloud platform, a proprietary software system developed by VMS for the aggregation, analysis, and transmission of fleet telematics data.

The action is pending in the United States District Court for the Eastern District of Texas, Tyler Division, before the Honorable J. Rodney Gilstrap, and is assigned Case No. 2:24-cv-00187-JRG. Pinnacle is represented by Whitfield & Gaines PLLC of Tyler, Texas, with lead partner Nolan Whitfield serving as trial counsel for the plaintiff.

The relevant procedural history of the action is as follows:

• February 28, 2024: Pinnacle filed its original Complaint for Patent Infringement.

• April 15, 2024: VMS filed its Answer and Counterclaims, asserting defenses and counterclaims of invalidity under 35 U.S.C. §§ 102 and 103, non-infringement, and inequitable conduct.

• November 14, 2024: The Court held a Markman hearing (claim construction hearing) on disputed claim terms in the '312 Patent.

• December 19, 2024: The Court entered its Claim Construction Order, construing certain disputed terms of independent Claims 1, 7, and 14.

• March 28, 2025: Fact discovery is currently scheduled to close.

• Subsequent dates (TBD): Expert report deadlines, dispositive motion deadlines, and trial are set for later dates in accordance with the Court's Docket Control Order.

The Firm's initial assessment is that the claim construction rulings present both favorable and unfavorable aspects for the defense. A detailed memorandum analyzing the Claim Construction Order and its implications for VMS's defense strategy will be prepared and circulated to VMS within the first thirty (30) days of the engagement.

3. Succession from Prior Counsel

Calderwood & Harkness is assuming the defense of this matter from Hargrove Dunn LLP ("Hargrove Dunn"), which has withdrawn from the representation due to a conflict of interest that arose in connection with Hargrove Dunn's acceptance of an unrelated engagement. The Firm will coordinate directly with Hargrove Dunn to obtain a complete transfer of the case file, including all pleadings, discovery materials (both produced and received), work product, attorney-client privileged communications, expert materials, and any other documents or information in Hargrove Dunn's possession relating to this matter.

VMS hereby authorizes Calderwood & Harkness to file all necessary motions for substitution of counsel in the Eastern District of Texas, including any motion required under the local rules of that court, and to take any other procedural steps necessary to effectuate the transition. The Firm will prepare and file the motion for substitution promptly upon execution of this Letter and will coordinate with Caldwell Barrow LLP (local counsel, as described in Section 6 below) to ensure compliance with all local rules and deadlines.

VMS acknowledges that all fees and costs incurred by Hargrove Dunn during its prior representation of VMS in this matter are outside the scope of this engagement and are not the responsibility of Calderwood & Harkness. Any outstanding obligations between VMS and Hargrove Dunn are matters to be resolved solely between those parties.

4. Scope of Representation

The Firm's representation of VMS under this engagement is limited to the defense of VMS in the above-captioned patent infringement action. Specifically, the Firm will provide legal services in connection with the following:

(a) All pre-trial proceedings, discovery (including fact and expert discovery), motion practice, and settlement negotiations in the Pinnacle Innovations LLC v. Vantage Mobility Systems Corp. action;

(b) Defense of the patent infringement claims asserted by Pinnacle under the '312 Patent, including the specific allegations of infringement relating to VMS's DriveLink™ 4.0 telematics control unit and FleetPulse™ cloud platform;

(c) Prosecution and advancement of VMS's counterclaims for invalidity (under 35 U.S.C. §§ 102 and 103), non-infringement, and inequitable conduct, as pleaded in VMS's Answer and Counterclaims filed on April 15, 2024;

(d) Coordination with technical experts and consultants retained by VMS or recommended by the Firm in connection with claim construction, invalidity, non-infringement, and damages analyses;

(e) Coordination with VMS's insurance carrier(s), as described in greater detail in Section 10 below, regarding coverage for the defense of this action;

(f) Settlement analysis and negotiation, including the preparation of settlement demand analyses, mediation briefs, and related materials, subject at all times to VMS's prior approval of any settlement terms;

(g) Trial preparation and trial, if the matter proceeds to trial, including the preparation of trial briefs, witness preparation, demonstrative exhibits, and jury instructions; and

(h) Any post-trial proceedings, including post-trial motions and any appeal from the trial court's judgment, if necessary and if separately authorized by VMS.

This engagement does not include representation of VMS in any other litigation, transactional, regulatory, or intellectual property prosecution matter unless separately agreed in writing between the Firm and VMS. By way of example and not limitation, the Firm is not engaged to provide advice or representation with respect to VMS's broader patent portfolio, patent prosecution, trademark matters, corporate governance, securities compliance, employment matters, or any other legal matter beyond the scope described above.

Any expansion of the scope of this engagement—including, without limitation, the filing or defense of an inter partes review petition at the USPTO, defense of any related litigation brought by Pinnacle against VMS's customers or licensees, or representation of VMS in connection with any other patent assertion by Pinnacle or its affiliates—would require a separate engagement letter or a written amendment to this Letter, executed by both parties.

5. Engagement Team

The following attorneys will be principally responsible for the Firm's work on this matter:

Marcus Delgado — Responsible Partner. Mr. Delgado is a partner in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Mr. Delgado will have overall responsibility for the strategic direction of VMS's defense, client communications, and supervision of the engagement team. Mr. Delgado has over twenty years of experience in patent litigation, with particular expertise in cases involving telecommunications, automotive technology, and Internet of Things (IoT) systems. He will serve as the primary point of contact for VMS throughout the representation.

Catherine Bloom — Billing Partner. Ms. Bloom is a partner in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Ms. Bloom will have oversight of billing, budget management, and the administration of the fee arrangements described in this Letter. Ms. Bloom also brings substantial experience in patent litigation in the Eastern District of Texas and will contribute to the Firm's strategic analysis as needed.

Omar Siddiqui — Lead Associate. Mr. Siddiqui is a senior associate in the Firm's intellectual Property Litigation practice group, resident in the Firm's Houston office (1401 McKinney Street, Suite 1900, Houston, TX 77010). Mr. Siddiqui will be responsible for the day-to-day management of the litigation, including the coordination and conduct of fact and expert discovery, the preparation of motions and briefs, expert coordination, and deposition practice. Mr. Siddiqui holds a Bachelor of Science in Electrical Engineering from the University of Michigan and brings valuable technical expertise to the analysis of the telematics and cellular network technologies at issue in this case.

Christy Bauer — Working Associate. Ms. Bauer is an associate in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Ms. Bauer will provide research, drafting, and discovery support, including document review, prior art research, and the preparation of discovery responses and related materials.

Additional attorneys, paralegals, litigation support specialists, or technical staff may be assigned to the matter as the needs of the case require. VMS will be informed of any material additions to the engagement team, including the names, roles, and applicable billing rates of any new team members. No material staffing changes will be made without prior consultation with VMS. In all events, Mr. Delgado will remain the primary point of contact and responsible partner for the engagement.

6. Retention of Local Counsel

Given that this action is venued in the Eastern District of Texas, Tyler Division, the Firm recommends—and VMS has agreed to—the retention of Caldwell Barrow LLP as local counsel for this matter. Caldwell Barrow LLP is a well-regarded litigation firm with significant experience practicing in the Eastern District of Texas, and its attorneys are fully admitted to practice before that court.

Caldwell Barrow LLP is located at 420 N. Broadway Avenue, Suite 300, Tyler, TX 75702. The lead attorney at Caldwell Barrow for this engagement will be Sandra Caldwell, a founding partner of the firm. Ms. Caldwell will handle local-rule compliance, the filing and delivery of courtesy copies to chambers, attendance at scheduling conferences and other routine court appearances, and in-court appearances as needed throughout the litigation.

Caldwell Barrow's fees will be billed separately and directly to VMS, unless VMS instructs Calderwood & Harkness in writing to serve as an intermediary for billing purposes. Ms. Caldwell's current hourly rate is $475 per hour. Caldwell Barrow may also bill for the time of other attorneys or staff at its firm at rates that will be communicated directly to VMS.

Calderwood & Harkness will coordinate closely with Caldwell Barrow on all filings, court appearances, and communications with the Court. Mr. Siddiqui will serve as the primary liaison between the Firm and Caldwell Barrow on a day-to-day basis, and Mr. Delgado will confer with Ms. Caldwell on all significant strategic decisions and court appearances.

7. Fee Arrangement

7.1 Hourly Rates

The Firm will bill VMS for legal services rendered in connection with this engagement at the following standard hourly rates for the members of the engagement team identified in Section 5:

Rates for any additional attorneys, paralegals, or litigation support personnel assigned to the matter will be communicated to VMS in advance and will reflect the Firm's then-current rate schedule for the applicable timekeeper. As of the date of this Letter, the Firm's standard rates for paralegals and litigation support specialists range from $195 to $295 per hour, depending on experience and role.

The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each year. VMS will receive advance written notice of at least thirty (30) days prior to any rate increase becoming effective. Rate adjustments will not apply retroactively to services rendered prior to the effective date of the increase.

7.2 Blended Rate Cap

Notwithstanding the individual hourly rates set forth in Section 7.1 above, the Firm has agreed to a blended rate cap of $625 per hour, which shall be applied on a monthly basis as follows:

At the end of each billing month, the Firm will calculate total fees in two ways: (a) the sum of all hours worked by all timekeepers on the matter, multiplied by their respective individual hourly rates (the "Standard Calculation"); and (b) the product of the total hours worked by all timekeepers on the matter during that month, multiplied by $625 (the "Blended Calculation"). VMS will be invoiced the lesser of (a) the Standard Calculation or (b) the Blended Calculation for that billing month.

For the avoidance of doubt, this blended rate cap applies exclusively to Calderwood & Harkness's professional fees. It does not apply to: (i) the fees of Caldwell Barrow LLP or any other local counsel retained in connection with the matter; (ii) expert or technical consultant fees; or (iii) third-party costs and disbursements of any kind. The blended rate cap is intended to provide VMS with the benefit of competitive effective rates while allowing the Firm flexibility in staffing the matter with the most appropriate personnel.

7.3 Costs and Disbursements

VMS will be responsible for all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the defense of this action. Costs and disbursements include, but are not limited to, the following:

(a) Court filing fees and costs of service of process;

(b) E-discovery vendor charges, including fees for document hosting, processing, review platform licensing, and production services (the Firm currently utilizes Meridian Document Solutions LLC for e-discovery services, or an equivalent vendor, as approved by VMS);

(c) Expert and technical consultant fees, including fees for Greystone Technical Consulting LLC or other experts retained in connection with the defense (as discussed with VMS and subject to VMS's approval of the expert retention);

(d) Travel expenses, including airfare, lodging, ground transportation, and meals, incurred at cost and in accordance with the Firm's standard travel policy, a copy of which will be provided upon request;

(e) Deposition transcript fees and court reporter charges;

(f) Copying, printing, and scanning charges for documents produced or used in connection with the litigation;

(g) Courier and overnight delivery charges; and

(h) Any other reasonable costs and disbursements incurred in the ordinary course of the litigation.

As a cost-management measure, VMS and the Firm have agreed that any single third-party vendor expense exceeding $10,000 will be pre-approved by VMS before the Firm commits to such expenditure. The Firm will provide VMS with a description of the proposed expense, the vendor, and the estimated cost, and will obtain VMS's written or email authorization before proceeding. This pre-approval requirement does not apply to recurring monthly charges (such as e-discovery hosting fees) that have been previously approved in the aggregate.

8. Retainer

VMS agrees to deposit an evergreen retainer in the amount of Fifty Thousand Dollars ($50,000.00) with the Firm upon execution of this engagement letter. The retainer shall be remitted by wire transfer or check payable to "Calderwood & Harkness LLP Trust Account" and delivered to the Firm within ten (10) business days of the date VMS executes this Letter.

The retainer will be deposited into and held in the Firm's Interest on Lawyers' Trust Account ("IOLTA") in accordance with the Michigan Rules of Professional Conduct. The retainer will not be applied to fees or costs during the active representation of VMS in this matter, except as provided below with respect to termination or closure of the engagement.

Upon conclusion of the matter—whether by settlement, final judgment, voluntary dismissal, or other resolution—the retainer, or the remaining balance thereof, will be credited against the final invoice rendered to VMS. Any excess amount remaining after the application of the retainer to the final invoice will be promptly refunded to VMS, together with any interest earned on the retainer in the IOLTA account, if applicable.

If the retainer balance falls below $25,000 due to application against outstanding and unpaid invoices following a written request for replenishment by the Firm, and such request goes unanswered by VMS for a period of thirty (30) days, the Firm reserves the right to treat the shortfall as a material breach of this Agreement. In such event, the Firm may, at its discretion and subject to applicable court rules and ethical obligations, seek to withdraw from the representation or exercise other remedies available under this Agreement or applicable law.

9. Billing and Payment Terms

The Firm will issue invoices to VMS on a monthly basis. Each invoice will contain itemized time entries reflecting the date, timekeeper, hours worked, and a narrative description of the services performed, together with an itemized listing of all costs and disbursements incurred during the billing period. Invoices will be delivered electronically (in PDF format) to Rachel Nguyen at her VMS email address, or to such other designee as VMS may specify in writing from time to time.

All invoices are due and payable within thirty (30) days of the invoice date. Payment may be made by wire transfer, ACH, or check payable to "Calderwood & Harkness LLP," directed to the Firm's operating account (wiring instructions will be provided on each invoice).

Invoices that remain unpaid more than sixty (60) days after the invoice date may, at the Firm's discretion, accrue interest at the rate of 1.0% per month (equivalent to 12% per annum) on the outstanding balance, calculated from the sixty-first day after the invoice date until paid in full. The Firm will provide written notice to VMS before imposing any interest charges and will afford VMS a reasonable opportunity to cure any payment delinquency.

VMS may raise billing questions or disputes within thirty (30) days of receipt of an invoice by providing written notice to the Firm identifying the specific charges in question and the basis for the dispute. The Firm will work in good faith with VMS to investigate and resolve any disputed charges promptly. Undisputed portions of any invoice shall remain due and payable in accordance with the terms set forth above, notwithstanding any pending dispute as to other portions of the same invoice.

10. Insurance Coordination

VMS has advised the Firm that the Company maintains a Commercial General Liability Policy issued by Northbridge Specialty Insurance Company, bearing Policy No. NSI-CGL-2024-08821, which includes an intellectual Property Infringement Defense sublimit that may provide coverage for certain costs associated with the defense of this action.

Calderwood & Harkness will coordinate with Northbridge Specialty Insurance Company regarding coverage for the defense of this matter. The Firm's coordination efforts will include providing timely notice of the claim (to the extent notice has not already been provided), furnishing periodic status updates on the litigation, and submitting any coverage-related documentation reasonably requested by the carrier. The designated claims adjuster at Northbridge is Tanya Whitcomb, whose contact information is as follows: Northbridge Specialty Insurance Company, 200 Harbor Boulevard, Stamford, CT 06902.

Based on VMS's review of the policy, the Firm understands that the policy carries a self-insured retention ("SIR") of $75,000 per occurrence and an intellectual Property sublimit of $500,000 per occurrence with a $1,000,000 aggregate limit. VMS acknowledges that the Firm has not independently reviewed the policy and is not providing coverage advice. VMS is encouraged to consult with its insurance broker or coverage counsel to confirm the scope and availability of coverage under the policy.

VMS hereby authorizes Calderwood & Harkness to communicate with Northbridge Specialty Insurance Company and its representatives regarding the defense of the '312 Patent action, including the provision of litigation status updates, fee and cost summaries, and scheduling information. However, VMS understands and acknowledges that the Firm's duties of loyalty, confidentiality, and zealous representation run solely to VMS as the Firm's client. The Firm will not disclose attorney-client privileged information or attorney work product to Northbridge or its representatives without VMS's prior express consent, obtained on a case-by-case basis. Should any conflict arise between VMS's interests and the carrier's interests, the Firm will advise VMS promptly and act in accordance with VMS's instructions.

11. Ridgeline Capital Partners — Approval Requirements

VMS has informed the Firm that Ridgeline Capital Partners Fund IV, LP, acting through its general partner, Ridgeline Capital Management, LLC (collectively, "Ridgeline"), is the majority equity holder of VMS.

Pursuant to Section 7.04(c) of the VMS Operating Agreement, as amended, any single litigation expenditure or settlement in excess of $250,000 requires the prior written consent of the Ridgeline-designated member of VMS's Board of Directors. VMS has identified the current Ridgeline board designee as David Mercer, Partner, Ridgeline Capital Management, LLC, 600 Lexington Avenue, 32nd Floor, New York, NY 10022.

Calderwood & Harkness will ensure that VMS's approval obligations under the Operating Agreement are observed before recommending or implementing any settlement, consent judgment, or other resolution of the litigation that would result in an expenditure exceeding the $250,000 threshold. The Firm will also consult with VMS in advance of incurring aggregate defense costs that approach this threshold, to ensure that VMS has the opportunity to seek the necessary approvals in a timely manner.

Notwithstanding the foregoing, VMS acknowledges and understands that the Firm's client in this engagement is VMS alone. The Firm does not represent Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management, LLC, David Mercer, or any affiliates of Ridgeline in connection with this matter or any other matter. No attorney-client relationship, and no duty of loyalty, confidentiality, or care, is created between the Firm and Ridgeline or any of its affiliates by virtue of any communications regarding this engagement, whether such communications are made directly to Ridgeline representatives at VMS's direction or otherwise. Any communications with Ridgeline personnel regarding the litigation will be made at VMS's request and under VMS's direction.

12. Conflicts Check

The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and consistent with the applicable Michigan Rules of Professional Conduct and the ABA Model Rules of Professional Conduct.

Based on the Firm's records as of the date of this Letter, no conflicts of interest have been identified that would preclude the Firm from representing VMS in this matter. Specifically, the Firm does not currently represent, and has not in the recent past represented, any of the following parties or entities in any capacity:

• Pinnacle Innovations LLC;

• Whitfield & Gaines PLLC;

• DataStream Automotive, Inc.;

• Arcadia Litigation Finance, LP; or

• Any party known to be adverse to VMS in connection with the '312 Patent or any related matter.

The Firm's conflicts check encompassed a review of the Firm's current and former client database, including cross-referencing the names and known affiliates of the parties identified above, as well as the names of the individual attorneys and principals associated with those entities.

If a conflict of interest arises during the course of the engagement—whether by reason of a new client relationship, a change in the parties to the litigation, or otherwise—the Firm will promptly notify VMS of the nature and extent of the conflict and will take appropriate steps to address it. Such steps may include, depending on the circumstances, seeking an informed written waiver from VMS and the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the representation in accordance with the applicable Rules of Professional Conduct and any orders of the Court.

13. Confidentiality and Privilege

All communications between Calderwood & Harkness and VMS in connection with this engagement are intended to be, and shall be treated as, protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all information received from VMS in connection with this matter, subject to the Firm's applicable ethical obligations and any court orders entered in the litigation, including any protective order governing the exchange of confidential information between the parties.

VMS should take steps to ensure that internal communications concerning the litigation are appropriately marked as privileged and confidential (e.g., "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION") and are confined to individuals within the Company who have a genuine need to know the information in order to assist in the defense of the litigation. Dissemination of privileged communications beyond those individuals may jeopardize the privilege. The Firm is available to provide guidance to VMS regarding best practices for preserving the attorney-client privilege in the context of this litigation.

14. Document Preservation

VMS is reminded of its ongoing obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to the claims and defenses in this litigation. This obligation has been in effect since at least the time VMS was first placed on notice of the claims asserted in this action and is consistent with any litigation hold implemented by VMS and/or its prior counsel, Hargrove Dunn LLP, at the commencement of the action.

The Firm will work with VMS's legal department and information technology personnel to review and, if necessary, update the scope and effectiveness of the existing litigation hold. This review will include an assessment of the custodians subject to the hold, the categories of documents and ESI being preserved, and the preservation protocols in place for active and archived data sources. The Firm recommends that VMS re-circulate the litigation hold notice to all relevant custodians promptly upon execution of this Letter, to reinforce the Company's preservation obligations and to notify custodians of the transition to new defense counsel.

Any questions regarding the scope of VMS's preservation obligations should be directed to Mr. Siddiqui or Mr. Delgado.

15. Termination

Either VMS or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Such termination is subject to any applicable court rules, local rules, or orders governing the withdrawal or substitution of counsel in the Eastern District of Texas. The Firm will comply with all ethical and procedural obligations associated with any withdrawal from the representation, including providing reasonable notice to the Court and cooperating with VMS to avoid prejudice to VMS's interests.

Upon termination of the engagement, VMS will remain responsible for all fees and costs incurred by the Firm through the effective date of termination. The retainer held by the Firm will be applied in the manner described in Section 8 above. Any remaining balance of fees or costs owed by VMS after application of the retainer will be invoiced to VMS and will be due and payable in accordance with the payment terms set forth in Section 9.

In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by VMS, including the prompt transfer of the complete case file and all work product (subject to any lien rights the Firm may have under applicable law for unpaid fees and costs).

16. Limitation of Engagement

This engagement is limited solely to the matter described in Section 2 above, namely the defense of VMS in the action styled Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., No. 2:24-cv-00187-JRG, in the United States District Court for the Eastern District of Texas.

The Firm is not undertaking to provide legal advice to VMS on any other matter, including but not limited to VMS's broader patent portfolio, patent prosecution or maintenance activities, other pending or threatened litigation (whether involving intellectual property or otherwise), corporate governance, mergers and acquisitions, regulatory compliance, employment matters, tax matters, or transactional matters, unless the Firm is separately engaged in writing to provide such services. VMS should not rely on the Firm for advice or representation in any matter beyond the scope of this engagement unless and until a separate engagement is confirmed in writing.

17. Governing Law and Dispute Resolution

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

In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation of VMS, or the fees and costs charged in connection with this engagement (a "Dispute"), the parties agree to submit such Dispute to final and binding arbitration administered in Detroit, Michigan, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator, who shall be an attorney with experience in legal fee disputes. The arbitrator's decision shall be final and binding upon both parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines otherwise. Nothing in this Section shall preclude either party from seeking provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.

18. Acceptance and Execution

We ask that you confirm VMS's agreement to the terms set forth in this Letter by signing and dating the acknowledgment below and returning a signed copy to the Firm, either by email to mdelgado@calderwoodharkness.com or by mail to the address set forth above. Upon receipt of the signed Letter and the retainer deposit described in Section 8, the Firm will proceed with all necessary steps to assume the defense, including filing the motion for substitution of counsel and coordinating with Hargrove Dunn LLP for the transfer of the case file.

We look forward to working with VMS and with you personally on this matter, Ms. Nguyen. Calderwood & Harkness is committed to providing an efficient, strategic, and effective defense of VMS in this action, and we are confident that our team's experience in patent litigation, including in the Eastern District of Texas, will serve VMS well. Please do not hesitate to contact me or any member of the engagement team with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Marcus Delgado, Partner Calderwood & Harkness LLP One Fountain Square, 11th Floor Detroit, MI 48226 Telephone: (313) 555-7200

Email: mdelgado@calderwoodharkness.com

AGREED AND ACCEPTED:

The undersigned, on behalf of Vantage Mobility Systems Corp., has read and agrees to the terms and conditions set forth in this engagement letter, and confirms the Company's engagement of Calderwood & Harkness LLP on the terms described herein.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Rachel Nguyen

Title: Vice President & Associate General Counsel

Date: ________

Enclosure: Form W-9 (Calderwood & Harkness LLP)

cc: Catherine Bloom, Partner, Calderwood & Harkness LLP Omar Siddiqui, Senior Associate, Calderwood & Harkness LLP Sandra Caldwell, Caldwell Barrow LLP (via separate correspondence)

This engagement letter is a confidential attorney-client communication. If you have received this letter in error, please notify the sender immediately and destroy all copies.

Timekeeper	Position	Hourly Rate
Marcus Delgado	Partner	$895 per hour
Catherine Bloom	Partner	$850 per hour
Omar Siddiqui	Senior Associate	$575 per hour
Christy Bauer	Associate	$425 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Fountain Square, 11th Floor Detroit, MI 48226
Telephone: (313) 555-7200 Facsimile: (313) 555-7201 www.calderwoodharkness.com
January 15, 2025
VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL
Rachel Nguyen, Esq. Vice President & Associate General Counsel Vantage Mobility Systems Corp. 4200 Innovation Drive Auburn Hills, MI 48326
Re: Engagement of Calderwood & Harkness LLP — Defense of Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., No. 2:24-cv-00187-JRG (E.D. Tex.) Engagement No.: 1007-00003
Dear Ms. Nguyen:
1. Introduction and Confirmation of Engagement
Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("VMS" or the "Company"), a corporation organized and existing under the laws of the State of Delaware and headquartered in Auburn Hills, Michigan, to serve as defense counsel in the above-referenced patent infringement action currently pending before the United States District Court for the Eastern District of Texas. This engagement letter (the "Letter" or "Agreement") sets forth the terms and conditions governing the Firm's representation of VMS in this matter.
This engagement is effective as of January 15, 2025. As discussed in our prior conversations regarding the transition of defense responsibilities—including our telephone conference of January 6, 2025 and our in-person meeting at VMS's Auburn Hills offices on January 9, 2025—the Firm is prepared to assume the defense of this action promptly and to take all steps necessary to ensure a seamless transition without disruption to the litigation schedule. We appreciate the confidence that VMS has placed in Calderwood & Harkness, and we are committed to providing a vigorous, cost-effective defense.
We ask that you review the terms of this Letter carefully and, if they are acceptable to VMS, execute the acknowledgment and acceptance set forth in Section 18 below and return a signed copy to the Firm at your earliest convenience. If you have any questions or wish to discuss any provision of this Letter, please do not hesitate to contact me directly.
2. Description of the Matter
The matter to which this engagement relates is as follows:
Pinnacle Innovations LLC ("Pinnacle"), a Texas limited liability company and non-practicing entity, has brought suit against VMS asserting infringement of United States Patent No. 9,847,312 B2 (the "'312 Patent"), entitled "System and Method for Aggregated Vehicle Telemetry Data Transmission Over Cellular Networks," which was issued by the United States Patent and Trademark Office on March 6, 2018. The '312 Patent was originally assigned to DataStream Automotive, Inc., a dissolved Illinois corporation. Pinnacle acquired all right, title, and interest in the '312 Patent by assignment recorded at the USPTO on August 14, 2023. Based on publicly available information and VMS's prior investigation, Pinnacle is believed to be financed by Arcadia Litigation Finance, LP, a litigation-funding entity, although the precise terms of that arrangement are not currently known.
Pinnacle asserts independent Claims 1, 7, and 14 of the '312 Patent against two VMS products: (i) the DriveLink™ 4.0 telematics control unit, a hardware module installed in commercial fleet vehicles manufactured and sold by VMS, and (ii) the FleetPulse™ cloud platform, a proprietary software system developed by VMS for the aggregation, analysis, and transmission of fleet telematics data.
The action is pending in the United States District Court for the Eastern District of Texas, Tyler Division, before the Honorable J. Rodney Gilstrap, and is assigned Case No. 2:24-cv-00187-JRG. Pinnacle is represented by Whitfield & Gaines PLLC of Tyler, Texas, with lead partner Nolan Whitfield serving as trial counsel for the plaintiff.
The relevant procedural history of the action is as follows:
•  February 28, 2024: Pinnacle filed its original Complaint for Patent Infringement.
•  April 15, 2024: VMS filed its Answer and Counterclaims, asserting defenses and counterclaims of invalidity under 35 U.S.C. §§ 102 and 103, non-infringement, and inequitable conduct.
•  November 14, 2024: The Court held a Markman hearing (claim construction hearing) on disputed claim terms in the '312 Patent.
•  December 19, 2024: The Court entered its Claim Construction Order, construing certain disputed terms of independent Claims 1, 7, and 14.
•  March 28, 2025: Fact discovery is currently scheduled to close.
•  Subsequent dates (TBD): Expert report deadlines, dispositive motion deadlines, and trial are set for later dates in accordance with the Court's Docket Control Order.
The Firm's initial assessment is that the claim construction rulings present both favorable and unfavorable aspects for the defense. A detailed memorandum analyzing the Claim Construction Order and its implications for VMS's defense strategy will be prepared and circulated to VMS within the first thirty (30) days of the engagement.
3. Succession from Prior Counsel
Calderwood & Harkness is assuming the defense of this matter from Hargrove Dunn LLP ("Hargrove Dunn"), which has withdrawn from the representation due to a conflict of interest that arose in connection with Hargrove Dunn's acceptance of an unrelated engagement. The Firm will coordinate directly with Hargrove Dunn to obtain a complete transfer of the case file, including all pleadings, discovery materials (both produced and received), work product, attorney-client privileged communications, expert materials, and any other documents or information in Hargrove Dunn's possession relating to this matter.
VMS hereby authorizes Calderwood & Harkness to file all necessary motions for substitution of counsel in the Eastern District of Texas, including any motion required under the local rules of that court, and to take any other procedural steps necessary to effectuate the transition. The Firm will prepare and file the motion for substitution promptly upon execution of this Letter and will coordinate with Caldwell Barrow LLP (local counsel, as described in Section 6 below) to ensure compliance with all local rules and deadlines.
VMS acknowledges that all fees and costs incurred by Hargrove Dunn during its prior representation of VMS in this matter are outside the scope of this engagement and are not the responsibility of Calderwood & Harkness. Any outstanding obligations between VMS and Hargrove Dunn are matters to be resolved solely between those parties.
4. Scope of Representation
The Firm's representation of VMS under this engagement is limited to the defense of VMS in the above-captioned patent infringement action. Specifically, the Firm will provide legal services in connection with the following:
(a) All pre-trial proceedings, discovery (including fact and expert discovery), motion practice, and settlement negotiations in the Pinnacle Innovations LLC v. Vantage Mobility Systems Corp. action;
(b) Defense of the patent infringement claims asserted by Pinnacle under the '312 Patent, including the specific allegations of infringement relating to VMS's DriveLink™ 4.0 telematics control unit and FleetPulse™ cloud platform;
(c) Prosecution and advancement of VMS's counterclaims for invalidity (under 35 U.S.C. §§ 102 and 103), non-infringement, and inequitable conduct, as pleaded in VMS's Answer and Counterclaims filed on April 15, 2024;
(d) Coordination with technical experts and consultants retained by VMS or recommended by the Firm in connection with claim construction, invalidity, non-infringement, and damages analyses;
(e) Coordination with VMS's insurance carrier(s), as described in greater detail in Section 10 below, regarding coverage for the defense of this action;
(f) Settlement analysis and negotiation, including the preparation of settlement demand analyses, mediation briefs, and related materials, subject at all times to VMS's prior approval of any settlement terms;
(g) Trial preparation and trial, if the matter proceeds to trial, including the preparation of trial briefs, witness preparation, demonstrative exhibits, and jury instructions; and
(h) Any post-trial proceedings, including post-trial motions and any appeal from the trial court's judgment, if necessary and if separately authorized by VMS.
This engagement does not include representation of VMS in any other litigation, transactional, regulatory, or intellectual property prosecution matter unless separately agreed in writing between the Firm and VMS. By way of example and not limitation, the Firm is not engaged to provide advice or representation with respect to VMS's broader patent portfolio, patent prosecution, trademark matters, corporate governance, securities compliance, employment matters, or any other legal matter beyond the scope described above.
Any expansion of the scope of this engagement—including, without limitation, the filing or defense of an inter partes review petition at the USPTO, defense of any related litigation brought by Pinnacle against VMS's customers or licensees, or representation of VMS in connection with any other patent assertion by Pinnacle or its affiliates—would require a separate engagement letter or a written amendment to this Letter, executed by both parties.
5. Engagement Team
The following attorneys will be principally responsible for the Firm's work on this matter:
Marcus Delgado — Responsible Partner. Mr. Delgado is a partner in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Mr. Delgado will have overall responsibility for the strategic direction of VMS's defense, client communications, and supervision of the engagement team. Mr. Delgado has over twenty years of experience in patent litigation, with particular expertise in cases involving telecommunications, automotive technology, and Internet of Things (IoT) systems. He will serve as the primary point of contact for VMS throughout the representation.
Catherine Bloom — Billing Partner. Ms. Bloom is a partner in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Ms. Bloom will have oversight of billing, budget management, and the administration of the fee arrangements described in this Letter. Ms. Bloom also brings substantial experience in patent litigation in the Eastern District of Texas and will contribute to the Firm's strategic analysis as needed.
Omar Siddiqui — Lead Associate. Mr. Siddiqui is a senior associate in the Firm's intellectual Property Litigation practice group, resident in the Firm's Houston office (1401 McKinney Street, Suite 1900, Houston, TX 77010). Mr. Siddiqui will be responsible for the day-to-day management of the litigation, including the coordination and conduct of fact and expert discovery, the preparation of motions and briefs, expert coordination, and deposition practice. Mr. Siddiqui holds a Bachelor of Science in Electrical Engineering from the University of Michigan and brings valuable technical expertise to the analysis of the telematics and cellular network technologies at issue in this case.
Christy Bauer — Working Associate. Ms. Bauer is an associate in the Firm's intellectual Property Litigation practice group, resident in the Detroit office. Ms. Bauer will provide research, drafting, and discovery support, including document review, prior art research, and the preparation of discovery responses and related materials.
Additional attorneys, paralegals, litigation support specialists, or technical staff may be assigned to the matter as the needs of the case require. VMS will be informed of any material additions to the engagement team, including the names, roles, and applicable billing rates of any new team members. No material staffing changes will be made without prior consultation with VMS. In all events, Mr. Delgado will remain the primary point of contact and responsible partner for the engagement.
6. Retention of Local Counsel
Given that this action is venued in the Eastern District of Texas, Tyler Division, the Firm recommends—and VMS has agreed to—the retention of Caldwell Barrow LLP as local counsel for this matter. Caldwell Barrow LLP is a well-regarded litigation firm with significant experience practicing in the Eastern District of Texas, and its attorneys are fully admitted to practice before that court.
Caldwell Barrow LLP is located at 420 N. Broadway Avenue, Suite 300, Tyler, TX 75702. The lead attorney at Caldwell Barrow for this engagement will be Sandra Caldwell, a founding partner of the firm. Ms. Caldwell will handle local-rule compliance, the filing and delivery of courtesy copies to chambers, attendance at scheduling conferences and other routine court appearances, and in-court appearances as needed throughout the litigation.
Caldwell Barrow's fees will be billed separately and directly to VMS, unless VMS instructs Calderwood & Harkness in writing to serve as an intermediary for billing purposes. Ms. Caldwell's current hourly rate is $475 per hour. Caldwell Barrow may also bill for the time of other attorneys or staff at its firm at rates that will be communicated directly to VMS.
Calderwood & Harkness will coordinate closely with Caldwell Barrow on all filings, court appearances, and communications with the Court. Mr. Siddiqui will serve as the primary liaison between the Firm and Caldwell Barrow on a day-to-day basis, and Mr. Delgado will confer with Ms. Caldwell on all significant strategic decisions and court appearances.
7. Fee Arrangement
7.1 Hourly Rates
The Firm will bill VMS for legal services rendered in connection with this engagement at the following standard hourly rates for the members of the engagement team identified in Section 5:
Rates for any additional attorneys, paralegals, or litigation support personnel assigned to the matter will be communicated to VMS in advance and will reflect the Firm's then-current rate schedule for the applicable timekeeper. As of the date of this Letter, the Firm's standard rates for paralegals and litigation support specialists range from $195 to $295 per hour, depending on experience and role.
The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each year. VMS will receive advance written notice of at least thirty (30) days prior to any rate increase becoming effective. Rate adjustments will not apply retroactively to services rendered prior to the effective date of the increase.
7.2 Blended Rate Cap
Notwithstanding the individual hourly rates set forth in Section 7.1 above, the Firm has agreed to a blended rate cap of $625 per hour, which shall be applied on a monthly basis as follows:
At the end of each billing month, the Firm will calculate total fees in two ways: (a) the sum of all hours worked by all timekeepers on the matter, multiplied by their respective individual hourly rates (the "Standard Calculation"); and (b) the product of the total hours worked by all timekeepers on the matter during that month, multiplied by $625 (the "Blended Calculation"). VMS will be invoiced the lesser of (a) the Standard Calculation or (b) the Blended Calculation for that billing month.
For the avoidance of doubt, this blended rate cap applies exclusively to Calderwood & Harkness's professional fees. It does not apply to: (i) the fees of Caldwell Barrow LLP or any other local counsel retained in connection with the matter; (ii) expert or technical consultant fees; or (iii) third-party costs and disbursements of any kind. The blended rate cap is intended to provide VMS with the benefit of competitive effective rates while allowing the Firm flexibility in staffing the matter with the most appropriate personnel.
7.3 Costs and Disbursements
VMS will be responsible for all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with the defense of this action. Costs and disbursements include, but are not limited to, the following:
(a) Court filing fees and costs of service of process;
(b) E-discovery vendor charges, including fees for document hosting, processing, review platform licensing, and production services (the Firm currently utilizes Meridian Document Solutions LLC for e-discovery services, or an equivalent vendor, as approved by VMS);
(c) Expert and technical consultant fees, including fees for Greystone Technical Consulting LLC or other experts retained in connection with the defense (as discussed with VMS and subject to VMS's approval of the expert retention);
(d) Travel expenses, including airfare, lodging, ground transportation, and meals, incurred at cost and in accordance with the Firm's standard travel policy, a copy of which will be provided upon request;
(e) Deposition transcript fees and court reporter charges;
(f) Copying, printing, and scanning charges for documents produced or used in connection with the litigation;
(g) Courier and overnight delivery charges; and
(h) Any other reasonable costs and disbursements incurred in the ordinary course of the litigation.
As a cost-management measure, VMS and the Firm have agreed that any single third-party vendor expense exceeding $10,000 will be pre-approved by VMS before the Firm commits to such expenditure. The Firm will provide VMS with a description of the proposed expense, the vendor, and the estimated cost, and will obtain VMS's written or email authorization before proceeding. This pre-approval requirement does not apply to recurring monthly charges (such as e-discovery hosting fees) that have been previously approved in the aggregate.
8. Retainer
VMS agrees to deposit an evergreen retainer in the amount of Fifty Thousand Dollars ($50,000.00) with the Firm upon execution of this engagement letter. The retainer shall be remitted by wire transfer or check payable to "Calderwood & Harkness LLP Trust Account" and delivered to the Firm within ten (10) business days of the date VMS executes this Letter.
The retainer will be deposited into and held in the Firm's Interest on Lawyers' Trust Account ("IOLTA") in accordance with the Michigan Rules of Professional Conduct. The retainer will not be applied to fees or costs during the active representation of VMS in this matter, except as provided below with respect to termination or closure of the engagement.
Upon conclusion of the matter—whether by settlement, final judgment, voluntary dismissal, or other resolution—the retainer, or the remaining balance thereof, will be credited against the final invoice rendered to VMS. Any excess amount remaining after the application of the retainer to the final invoice will be promptly refunded to VMS, together with any interest earned on the retainer in the IOLTA account, if applicable.
If the retainer balance falls below $25,000 due to application against outstanding and unpaid invoices following a written request for replenishment by the Firm, and such request goes unanswered by VMS for a period of thirty (30) days, the Firm reserves the right to treat the shortfall as a material breach of this Agreement. In such event, the Firm may, at its discretion and subject to applicable court rules and ethical obligations, seek to withdraw from the representation or exercise other remedies available under this Agreement or applicable law.
9. Billing and Payment Terms
The Firm will issue invoices to VMS on a monthly basis. Each invoice will contain itemized time entries reflecting the date, timekeeper, hours worked, and a narrative description of the services performed, together with an itemized listing of all costs and disbursements incurred during the billing period. Invoices will be delivered electronically (in PDF format) to Rachel Nguyen at her VMS email address, or to such other designee as VMS may specify in writing from time to time.
All invoices are due and payable within thirty (30) days of the invoice date. Payment may be made by wire transfer, ACH, or check payable to "Calderwood & Harkness LLP," directed to the Firm's operating account (wiring instructions will be provided on each invoice).
Invoices that remain unpaid more than sixty (60) days after the invoice date may, at the Firm's discretion, accrue interest at the rate of 1.0% per month (equivalent to 12% per annum) on the outstanding balance, calculated from the sixty-first day after the invoice date until paid in full. The Firm will provide written notice to VMS before imposing any interest charges and will afford VMS a reasonable opportunity to cure any payment delinquency.
VMS may raise billing questions or disputes within thirty (30) days of receipt of an invoice by providing written notice to the Firm identifying the specific charges in question and the basis for the dispute. The Firm will work in good faith with VMS to investigate and resolve any disputed charges promptly. Undisputed portions of any invoice shall remain due and payable in accordance with the terms set forth above, notwithstanding any pending dispute as to other portions of the same invoice.
10. Insurance Coordination
VMS has advised the Firm that the Company maintains a Commercial General Liability Policy issued by Northbridge Specialty Insurance Company, bearing Policy No. NSI-CGL-2024-08821, which includes an intellectual Property Infringement Defense sublimit that may provide coverage for certain costs associated with the defense of this action.
Calderwood & Harkness will coordinate with Northbridge Specialty Insurance Company regarding coverage for the defense of this matter. The Firm's coordination efforts will include providing timely notice of the claim (to the extent notice has not already been provided), furnishing periodic status updates on the litigation, and submitting any coverage-related documentation reasonably requested by the carrier. The designated claims adjuster at Northbridge is Tanya Whitcomb, whose contact information is as follows: Northbridge Specialty Insurance Company, 200 Harbor Boulevard, Stamford, CT 06902.
Based on VMS's review of the policy, the Firm understands that the policy carries a self-insured retention ("SIR") of $75,000 per occurrence and an intellectual Property sublimit of $500,000 per occurrence with a $1,000,000 aggregate limit. VMS acknowledges that the Firm has not independently reviewed the policy and is not providing coverage advice. VMS is encouraged to consult with its insurance broker or coverage counsel to confirm the scope and availability of coverage under the policy.
VMS hereby authorizes Calderwood & Harkness to communicate with Northbridge Specialty Insurance Company and its representatives regarding the defense of the '312 Patent action, including the provision of litigation status updates, fee and cost summaries, and scheduling information. However, VMS understands and acknowledges that the Firm's duties of loyalty, confidentiality, and zealous representation run solely to VMS as the Firm's client. The Firm will not disclose attorney-client privileged information or attorney work product to Northbridge or its representatives without VMS's prior express consent, obtained on a case-by-case basis. Should any conflict arise between VMS's interests and the carrier's interests, the Firm will advise VMS promptly and act in accordance with VMS's instructions.
11. Ridgeline Capital Partners — Approval Requirements
VMS has informed the Firm that Ridgeline Capital Partners Fund IV, LP, acting through its general partner, Ridgeline Capital Management, LLC (collectively, "Ridgeline"), is the majority equity holder of VMS.
Pursuant to Section 7.04(c) of the VMS Operating Agreement, as amended, any single litigation expenditure or settlement in excess of $250,000 requires the prior written consent of the Ridgeline-designated member of VMS's Board of Directors. VMS has identified the current Ridgeline board designee as David Mercer, Partner, Ridgeline Capital Management, LLC, 600 Lexington Avenue, 32nd Floor, New York, NY 10022.
Calderwood & Harkness will ensure that VMS's approval obligations under the Operating Agreement are observed before recommending or implementing any settlement, consent judgment, or other resolution of the litigation that would result in an expenditure exceeding the $250,000 threshold. The Firm will also consult with VMS in advance of incurring aggregate defense costs that approach this threshold, to ensure that VMS has the opportunity to seek the necessary approvals in a timely manner.
Notwithstanding the foregoing, VMS acknowledges and understands that the Firm's client in this engagement is VMS alone. The Firm does not represent Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management, LLC, David Mercer, or any affiliates of Ridgeline in connection with this matter or any other matter. No attorney-client relationship, and no duty of loyalty, confidentiality, or care, is created between the Firm and Ridgeline or any of its affiliates by virtue of any communications regarding this engagement, whether such communications are made directly to Ridgeline representatives at VMS's direction or otherwise. Any communications with Ridgeline personnel regarding the litigation will be made at VMS's request and under VMS's direction.
12. Conflicts Check
The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and consistent with the applicable Michigan Rules of Professional Conduct and the ABA Model Rules of Professional Conduct.
Based on the Firm's records as of the date of this Letter, no conflicts of interest have been identified that would preclude the Firm from representing VMS in this matter. Specifically, the Firm does not currently represent, and has not in the recent past represented, any of the following parties or entities in any capacity:
•  Pinnacle Innovations LLC;
•  Whitfield & Gaines PLLC;
•  DataStream Automotive, Inc.;
•  Arcadia Litigation Finance, LP; or
•  Any party known to be adverse to VMS in connection with the '312 Patent or any related matter.
The Firm's conflicts check encompassed a review of the Firm's current and former client database, including cross-referencing the names and known affiliates of the parties identified above, as well as the names of the individual attorneys and principals associated with those entities.
If a conflict of interest arises during the course of the engagement—whether by reason of a new client relationship, a change in the parties to the litigation, or otherwise—the Firm will promptly notify VMS of the nature and extent of the conflict and will take appropriate steps to address it. Such steps may include, depending on the circumstances, seeking an informed written waiver from VMS and the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be resolved, withdrawing from the representation in accordance with the applicable Rules of Professional Conduct and any orders of the Court.
13. Confidentiality and Privilege
All communications between Calderwood & Harkness and VMS in connection with this engagement are intended to be, and shall be treated as, protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will maintain the confidentiality of all information received from VMS in connection with this matter, subject to the Firm's applicable ethical obligations and any court orders entered in the litigation, including any protective order governing the exchange of confidential information between the parties.
VMS should take steps to ensure that internal communications concerning the litigation are appropriately marked as privileged and confidential (e.g., "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION") and are confined to individuals within the Company who have a genuine need to know the information in order to assist in the defense of the litigation. Dissemination of privileged communications beyond those individuals may jeopardize the privilege. The Firm is available to provide guidance to VMS regarding best practices for preserving the attorney-client privilege in the context of this litigation.
14. Document Preservation
VMS is reminded of its ongoing obligation to preserve all documents and electronically stored information ("ESI") that are potentially relevant to the claims and defenses in this litigation. This obligation has been in effect since at least the time VMS was first placed on notice of the claims asserted in this action and is consistent with any litigation hold implemented by VMS and/or its prior counsel, Hargrove Dunn LLP, at the commencement of the action.
The Firm will work with VMS's legal department and information technology personnel to review and, if necessary, update the scope and effectiveness of the existing litigation hold. This review will include an assessment of the custodians subject to the hold, the categories of documents and ESI being preserved, and the preservation protocols in place for active and archived data sources. The Firm recommends that VMS re-circulate the litigation hold notice to all relevant custodians promptly upon execution of this Letter, to reinforce the Company's preservation obligations and to notify custodians of the transition to new defense counsel.
Any questions regarding the scope of VMS's preservation obligations should be directed to Mr. Siddiqui or Mr. Delgado.
15. Termination
Either VMS or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Such termination is subject to any applicable court rules, local rules, or orders governing the withdrawal or substitution of counsel in the Eastern District of Texas. The Firm will comply with all ethical and procedural obligations associated with any withdrawal from the representation, including providing reasonable notice to the Court and cooperating with VMS to avoid prejudice to VMS's interests.
Upon termination of the engagement, VMS will remain responsible for all fees and costs incurred by the Firm through the effective date of termination. The retainer held by the Firm will be applied in the manner described in Section 8 above. Any remaining balance of fees or costs owed by VMS after application of the retainer will be invoiced to VMS and will be due and payable in accordance with the payment terms set forth in Section 9.
In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by VMS, including the prompt transfer of the complete case file and all work product (subject to any lien rights the Firm may have under applicable law for unpaid fees and costs).
16. Limitation of Engagement
This engagement is limited solely to the matter described in Section 2 above, namely the defense of VMS in the action styled Pinnacle Innovations LLC v. Vantage Mobility Systems Corp., No. 2:24-cv-00187-JRG, in the United States District Court for the Eastern District of Texas.
The Firm is not undertaking to provide legal advice to VMS on any other matter, including but not limited to VMS's broader patent portfolio, patent prosecution or maintenance activities, other pending or threatened litigation (whether involving intellectual property or otherwise), corporate governance, mergers and acquisitions, regulatory compliance, employment matters, tax matters, or transactional matters, unless the Firm is separately engaged in writing to provide such services. VMS should not rely on the Firm for advice or representation in any matter beyond the scope of this engagement unless and until a separate engagement is confirmed in writing.
17. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-law principles that would require the application of the laws of any other jurisdiction.
In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation of VMS, or the fees and costs charged in connection with this engagement (a "Dispute"), the parties agree to submit such Dispute to final and binding arbitration administered in Detroit, Michigan, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator, who shall be an attorney with experience in legal fee disputes. The arbitrator's decision shall be final and binding upon both parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines otherwise. Nothing in this Section shall preclude either party from seeking provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of arbitration.
18. Acceptance and Execution
We ask that you confirm VMS's agreement to the terms set forth in this Letter by signing and dating the acknowledgment below and returning a signed copy to the Firm, either by email to mdelgado@calderwoodharkness.com or by mail to the address set forth above. Upon receipt of the signed Letter and the retainer deposit described in Section 8, the Firm will proceed with all necessary steps to assume the defense, including filing the motion for substitution of counsel and coordinating with Hargrove Dunn LLP for the transfer of the case file.
We look forward to working with VMS and with you personally on this matter, Ms. Nguyen. Calderwood & Harkness is committed to providing an efficient, strategic, and effective defense of VMS in this action, and we are confident that our team's experience in patent litigation, including in the Eastern District of Texas, will serve VMS well. Please do not hesitate to contact me or any member of the engagement team with any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Delgado, Partner Calderwood & Harkness LLP One Fountain Square, 11th Floor Detroit, MI 48226 Telephone: (313) 555-7200
Email: mdelgado@calderwoodharkness.com
AGREED AND ACCEPTED:
The undersigned, on behalf of Vantage Mobility Systems Corp., has read and agrees to the terms and conditions set forth in this engagement letter, and confirms the Company's engagement of Calderwood & Harkness LLP on the terms described herein.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Rachel Nguyen
Title: Vice President & Associate General Counsel
Date: ________
Enclosure: Form W-9 (Calderwood & Harkness LLP)
cc: Catherine Bloom, Partner, Calderwood & Harkness LLP Omar Siddiqui, Senior Associate, Calderwood & Harkness LLP Sandra Caldwell, Caldwell Barrow LLP (via separate correspondence)
This engagement letter is a confidential attorney-client communication. If you have received this letter in error, please notify the sender immediately and destroy all copies.
Timekeeper | Position | Hourly Rate
Marcus Delgado | Partner | $895 per hour
Catherine Bloom | Partner | $850 per hour
Omar Siddiqui | Senior Associate | $575 per hour
Christy Bauer | Associate | $425 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

VANTAGE MOBILITY SYSTEMS CORP.

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