1007-00004 · Nakamura Lozano & Pratt LLP · Engagement

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 486-7200 Facsimile: (213) 486-7201 www.calderwoodharkness.com

August 4, 2025

Priya Nandakumar, Esq. General Counsel Vantage Mobility Systems Corp. 4200 Industrial Parkway Auburn Hills, MI 48326

Re: Engagement of Calderwood & Harkness LLP — Defense of Gloria Reyes, individually and on behalf of all others similarly situated, and on behalf of the State of California v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, Superior Court of California, County of San Bernardino

C&H Matter No. 1007-00004

Dear Ms. Nandakumar:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("Vantage," "VMS," or the "Company"), a Delaware corporation registered to do business in the States of California and Michigan, to serve as defense counsel in the above-referenced putative wage-and-hour class action and representative action brought under the Private Attorneys General Act of 2004 ("PAGA"), Cal. Lab. Code § 2698 et seq. We appreciate the confidence that you and the Vantage legal team have placed in our Firm, and we look forward to providing vigorous and effective representation in this matter.

This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and VMS in connection with the defense of Reyes v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781. The purpose of this Engagement Letter is to ensure that both parties share a clear and mutual understanding of the scope of our representation, the applicable fee arrangements, the responsibilities of both the Firm and the Company, and certain important disclosures related to the engagement. We ask that you review this letter carefully and contact us with any questions before executing the acceptance block set forth in Section 15 below.

The Complaint in this action was filed on August 1, 2025, in the Superior Court of California, County of San Bernardino. The matter was opened in C&H's conflict-checking and matter-management systems on August 4, 2025, under C&H Matter No. 1007-00004. We have already commenced our preliminary review of the operative pleading and the documents that you and your team have made available to us, and we are prepared to move expeditiously to protect VMS's interests as the initial responsive-pleading deadline approaches.

2. Description of the Matter

The following is a summary of the matter as we understand it based upon our review of the Complaint and our initial consultations with VMS's in-house legal and human resources teams. This summary is provided for purposes of defining the scope of this engagement and is not intended as a comprehensive factual recitation or case assessment; a formal case assessment memorandum will be prepared and delivered separately.

Named Plaintiff. The named plaintiff is Gloria Reyes, a former Production Associate (Trim Line B) at VMS's manufacturing facility located at 11780 Cherry Avenue, Fontana, California 92337 (the "Fontana Plant"). According to the Complaint, Ms. Reyes was employed by VMS from approximately March 12, 2021, through January 19, 2025, and worked the second shift (2:00 p.m. to 10:30 p.m.) during the entirety of her employment. Ms. Reyes alleges that she was a non-exempt hourly employee subject to VMS's timekeeping, meal period, and rest period policies.

Plaintiff's Counsel. Ms. Reyes is represented by the firm of Nakamura Lozano & Pratt LLP, 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. Victor Lozano, Partner, and Michelle Tran, Associate, are identified as counsel of record. Nakamura Lozano & Pratt is a plaintiff-side employment litigation firm that has handled a number of wage-and-hour class actions in the Los Angeles and Inland Empire courts; we are familiar with Mr. Lozano's practice and will account for his litigation style and strategic tendencies in formulating our defense plan.

Putative Class and PAGA Period. The Complaint seeks certification of a class of approximately 1,450 non-exempt hourly employees at the Fontana Plant. The proposed class period runs from August 4, 2021, through the date of trial, encompassing an estimated total of approximately 3,550 putative class members, including both current and former employees. The PAGA claims are asserted on behalf of all "aggrieved employees" as defined under Cal. Lab. Code § 2699(c) during the applicable one-year statutory period preceding the filing of the PAGA notice.

Causes of Action. The Complaint asserts seven causes of action:

1. First Cause of Action — Meal Period Violations (Cal. Lab. Code §§ 226.7 and 512): Plaintiff alleges that VMS failed to provide lawful, timely, and uninterrupted meal periods to non-exempt employees, and failed to pay one additional hour of premium pay for each meal period violation.

2. Second Cause of Action — Rest Period Violations (Cal. Lab. Code § 226.7): Plaintiff alleges that VMS failed to authorize and permit compliant rest periods and failed to pay one additional hour of premium pay for each rest period violation.

3. Third Cause of Action — Unpaid Wages (Cal. Lab. Code §§ 204 and 1194): Plaintiff alleges that the auto-deduction and time-rounding policies resulted in systematic underpayment of regular and overtime wages owed to non-exempt employees.

4. Fourth Cause of Action — Inaccurate Wage Statements (Cal. Lab. Code § 226): Plaintiff alleges that VMS issued wage statements that failed to accurately reflect total hours worked and wages earned, in violation of the itemized wage statement requirements.

5. Fifth Cause of Action — Waiting Time Penalties (Cal. Lab. Code § 203): Plaintiff alleges that VMS willfully failed to pay all wages due upon separation from employment, triggering waiting time penalties of up to 30 days' wages for former employees.

6. Sixth Cause of Action — Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.): Plaintiff brings an "unlawful" prong UCL claim predicated on the alleged violations of the California Labor Code, seeking restitution and injunctive relief.

7. Seventh Cause of Action — PAGA Penalties (Cal. Lab. Code § 2698 et seq.): Plaintiff seeks civil penalties under PAGA for each alleged pay period violation, asserting representative standing on behalf of the State of California and all aggrieved employees.

Central Factual Allegations. The core of Plaintiff's theory rests on two principal practices at the Fontana Plant:

(a) Automatic Meal Period Deduction. The Complaint alleges that from January 2020 through approximately March 15, 2024, VMS utilized an automatic 30-minute meal period deduction in its ApexTime 6.2 timekeeping system, provided by Apex Workforce Solutions, Inc. Under this practice, 30 minutes were automatically deducted from each employee's daily recorded hours regardless of whether the employee actually received or was relieved of all duties during the meal period. Plaintiff contends that this system resulted in uncompensated work time for employees whose meal periods were shortened, interrupted, or missed altogether.

(b) Time-Punch Rounding Policy. The Complaint further alleges that VMS applied a time-punch rounding policy that rounded employee clock-in and clock-out times to the nearest six-minute increment (0.1 hour). Plaintiff contends that this rounding practice, as applied, systematically operated to the detriment of employees by understating actual hours worked, particularly when combined with the automatic meal period deduction.

PAGA Notice and LWDA Exhaustion. Plaintiff served a PAGA notice on the California Labor and Workforce Development Agency ("LWDA") and on VMS on May 22, 2025. The LWDA assigned Case No. LWDA-CM-2025-831447 to the matter. The 65-day cure period expired on July 26, 2025, without the LWDA initiating an investigation or citing VMS for any violations. Accordingly, Plaintiff has satisfied the administrative exhaustion requirement and proceeded to include the PAGA representative claims in the operative Complaint.

Estimated Aggregate Exposure. Based on our preliminary analysis and the parameters set forth in the Complaint, the estimated aggregate exposure in this matter is approximately $18.7 million at the upper end of a realistic settlement range, accounting for the class-wide meal and rest period premium claims, unpaid wages, statutory penalties, and PAGA penalties. The maximum theoretical exposure, assuming full liability on all claims across all putative class members for the entire class period, could exceed $65 million, though this figure represents the outer boundary of a worst-case scenario and does not account for defenses, offsets, or the practical dynamics of settlement negotiations.

Service and Responsive-Pleading Deadline. Service of the Complaint was completed on August 12, 2025, via VMS's agent for service of process, CT Agents, Inc., located at 818 West Seventh Street, Suite 930, Sacramento, California 95814. Under applicable California law, VMS's responsive pleading is due 30 days following service, which establishes a deadline of September 11, 2025. C&H will work with your office to determine the most appropriate initial responsive pleading, whether an answer, a demurrer, a motion to strike, or a combination thereof. We anticipate providing our recommended responsive-pleading strategy no later than August 25, 2025.

3. Scope of Representation

Matters Included. C&H's engagement is limited to the defense of VMS in Reyes v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, pending in the Superior Court of California, County of San Bernardino, together with any appeals or writ proceedings arising directly therefrom. Within the context of this matter, the scope of C&H's representation includes, without limitation, the following:

(a) Preparation and filing of responsive pleadings, including answers, demurrers, and motions to strike;

(b) All phases of written discovery (propounding and responding to interrogatories, requests for production, and requests for admission) and oral discovery (fact and expert depositions);

(c) Preparation of and opposition to motions, including any motion for class certification and any motion related to the PAGA claims;

(d) Retention and coordination of expert witnesses and consultants;

(e) Trial preparation and trial, if the matter proceeds to that stage;

(f) Settlement negotiations, mediation, and any other alternative dispute resolution proceedings; and

(g) Post-trial motions and any appellate proceedings, including responses to writ petitions that may arise during the course of the litigation.

Matters Excluded. The scope of this engagement expressly does not include the following:

(a) Representation of VMS in any other litigation, regulatory investigation, administrative proceeding, or transactional matter not arising directly out of Reyes v. Vantage Mobility Systems Corp.;

(b) Representation of Ashgrove Equity Partners Industrial Partners, LP, or any other affiliate, parent, subsidiary, or related entity of VMS in any capacity;

(c) General advice on employment practices compliance, wage-and-hour policy design, or human resources operations at the Fontana Plant or any other VMS facility, except to the extent that such advice is directly and specifically related to the defense strategy or litigation risk assessment in this matter;

(d) Coverage litigation, declaratory judgment actions, or disputes with Ridgeway National Insurance Company regarding the scope, applicability, or interpretation of EPL Policy No. EPL-VMS-2024-07821, or any other insurance policy. If coverage issues arise that require legal advice or advocacy, C&H will recommend that VMS retain independent insurance coverage counsel.

Supplemental Engagement. If additional related matters arise in connection with or as a consequence of the claims asserted in Reyes, including but not limited to individual arbitration demands by current or former employees, additional PAGA actions, Labor Commissioner complaints, or investigations initiated by the Division of Labor Standards Enforcement, C&H and VMS will enter into a separate supplemental engagement letter addressing the scope, staffing, and fee arrangements applicable to any such additional matter.

Local Counsel. Given that this matter is pending in San Bernardino County and that regular appearances in the San Bernardino County Superior Court may be required, C&H may recommend the retention of local counsel to assist with routine court appearances, filings, and procedural matters. The Firm has identified Whitfield Garza LLP (Elena Garza, Contact Partner), 290 North D Street, Suite 510, San Bernardino, California 92401, as a suitable local counsel candidate. Any decision to engage local counsel will be made at VMS's direction and approval. The fees and costs of local counsel, if retained, would be billed separately by Whitfield Garza LLP or passed through C&H's invoices, as VMS may direct, and would be included in the budget estimates set forth in Section 6 below.

4. Engagement Team

C&H will staff this matter with experienced labor and employment litigators drawn from the Firm's Los Angeles office. The following attorneys have been assigned to the engagement team:

Renata Vasquez — Responsible Partner, Labor & Employment. Ms. Vasquez will serve as the primary relationship partner and lead attorney on this engagement. She will maintain overall supervisory responsibility for all aspects of the defense, including strategic planning, key decision-making, significant court appearances, oral arguments on dispositive motions, settlement and mediation advocacy, and principal client communications with VMS's legal department and senior leadership. Ms. Vasquez has extensive experience defending California wage-and-hour class actions and PAGA representative actions on behalf of employers in the manufacturing, logistics, and technology sectors.

Bernard Crawford — Billing Partner, Labor & Employment. Mr. Crawford will serve as the billing partner for the engagement and will oversee all billing administration, fee arrangements, and budgetary matters. Mr. Crawford will also be available to contribute substantive legal analysis and strategic input as the needs of the matter require. He has particular expertise in PAGA litigation and has successfully defended a number of class certification challenges in the California courts.

James Underwood — Lead Associate, Labor & Employment. Mr. Underwood will serve as the day-to-day lead on the matter and will be the primary point of contact for routine communications, status updates, and coordination of discovery and case management activities. His responsibilities will include drafting and finalizing all pleadings and motions, managing the discovery process (including document collection, review, and production), coordinating with expert witnesses, and preparing the class certification opposition brief. Mr. Underwood has six years of experience in employment litigation, including three wage-and-hour class actions defended through certification.

Devon Archer — Working Associate, Labor & Employment. Ms. Archer will provide litigation support across all phases of the engagement, including legal research and memoranda on key issues, participation in the document review process, deposition preparation and attendance, damages analysis and modeling, and assistance with motion briefing. Ms. Archer has four years of experience in labor and employment litigation, with particular strength in quantitative damages analysis and statistical evidence.

Additional Staffing. As the matter progresses, additional timekeepers may be assigned to the engagement team, including other associates, of counsel, and paralegals or litigation support specialists. Such assignments will be made based on the substantive needs of the matter and the efficient allocation of resources. VMS will be informed in advance of any material staffing changes, including the addition of any new partner or senior associate to the engagement team. C&H will endeavor to maintain staffing continuity throughout the engagement to minimize duplication of effort and ensure efficiency.

5. Billing Rates and Fee Arrangement

C&H will bill VMS for legal services rendered in this matter at the Firm's standard hourly rates for 2025. The applicable rates for the members of the current engagement team are as follows:

The billing arrangement for this engagement is standard hourly. No alternative fee arrangement, contingency fee, success fee, flat fee, blended rate, or other non-standard billing structure is contemplated at this time. Should VMS wish to explore alternative fee arrangements at any point during the engagement, we are happy to discuss options.

C&H's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. VMS will be notified in writing at least thirty (30) days before any rate increase takes effect. Any adjusted rates will apply prospectively to services rendered on or after the effective date of the adjustment.

This is not a flat-fee or capped-fee engagement, and no ceiling or maximum has been placed on the total fees that may be incurred. However, C&H is committed to transparency and cost-efficiency in the management of this defense. The Firm will provide periodic budget estimates (as described in Section 6 below) and will proactively flag anticipated cost variances exceeding fifteen percent (15%) of any previously communicated estimate. We encourage ongoing dialogue regarding staffing levels, litigation strategy, and cost management to ensure alignment between the Firm's work and VMS's business objectives.

A complete summary of C&H's 2025 standard hourly rates by timekeeper level is attached hereto as Enclosure A (C&H 2025 Standard Rate Card).

6. Budget Estimate

To assist VMS with financial planning and insurance reporting, C&H provides the following preliminary budget estimates for the defense of this matter. These estimates are based on our initial assessment of the case and our experience in similar wage-and-hour class action and PAGA matters in California. They reflect reasonable assumptions regarding the scope and pace of litigation, but are subject to change based on developments in the case, the conduct of opposing counsel, and rulings by the court.

Phase 1 — Through Class Certification Decision:

Estimated defense costs: $800,000 – $1,200,000

This estimate is inclusive of C&H attorney fees, anticipated local counsel fees (Whitfield Garza LLP, if engaged), and expert costs associated with the retention of Dr. Kenneth Proulx of Veltrano Analytics LLC, 155 South Lake Avenue, Suite 800, Pasadena, California 91101, as the defense statistical and damages expert. Phase 1 encompasses all work from the initial responsive pleading through the completion of merits and class discovery, opposition to the class certification motion, and the court's ruling on certification. Based on current San Bernardino County Superior Court scheduling practices, we anticipate that the class certification hearing will occur approximately 14 to 18 months after the filing of the Complaint.

Phase 2 — Post-Certification Through Trial (If Applicable):

Estimated total defense costs (cumulative, Phases 1 and 2): $2,500,000 – $3,800,000

This estimate is inclusive of all counsel fees (C&H and local counsel), expert fees, and litigation costs through and including trial. This estimate assumes a class trial of approximately three to four weeks in duration. If the case resolves through mediation or settlement before trial, actual costs would be substantially lower and would fall within or below the lower end of this range.

These estimates are provided for planning purposes only and do not constitute a fee cap, fee guarantee, or binding commitment by C&H. Actual costs may vary depending on the scope and complexity of discovery, the number and nature of motions filed by either party, the court's case management orders and scheduling, the conduct of depositions, the need for additional expert witnesses, and whether the case resolves through settlement or mediation before trial. C&H will provide quarterly updated budget estimates, and we will promptly communicate any material changes in our projections.

7. Billing and Payment Terms

C&H will render monthly invoices for legal services performed and costs advanced during the preceding calendar month. Invoices will be addressed to Priya Nandakumar, General Counsel, Vantage Mobility Systems Corp., 4200 Industrial Parkway, Auburn Hills, MI 48326, and will reference C&H Matter No. 1007-00004. Invoices may be delivered by U.S. Mail, electronic mail, or through any billing platform mutually agreed upon by C&H and VMS.

Each invoice will include detailed task-based billing entries describing the nature of the services performed, the identity of the timekeeper, the number of hours billed by each timekeeper, and the applicable hourly rate. Time will be recorded in increments of one-tenth of an hour (0.1 hour / 6 minutes). Entries will be coded in accordance with the Uniform Task-Based Management System (UTBMS) codes, if required by VMS or its insurance carrier.

Payment of invoices is due within thirty (30) days of the invoice date. VMS agrees to remit payment by wire transfer, ACH, or check to the account designated on the invoice.

In addition to professional fees, VMS will be responsible for the payment of reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the defense of this matter. Such costs and disbursements may include, without limitation:

• Court filing fees and motion fees;

• Service of process costs;

• Expert witness fees and costs (including retainers, hourly consulting fees, report preparation fees, and deposition and trial testimony fees);

• Deposition transcript and videography costs;

• Travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with court appearances, depositions, mediations, or client meetings;

• Electronic discovery and document hosting fees, including costs for collection, processing, hosting, review platform licensing, and production;

• Messenger, courier, and overnight delivery charges;

• Court reporter and hearing transcript fees;

• Photocopying and printing costs in excess of routine office usage; and

• Any other litigation expenses reasonably necessary for the defense of the matter.

Individual disbursements exceeding $5,000 will be identified on the applicable invoice and, where practicable, will be pre-approved by VMS before being incurred. C&H will use commercially reasonable efforts to notify VMS in advance of any significant anticipated expenditure and to obtain VMS's prior authorization, recognizing that certain time-sensitive litigation needs may require immediate action.

C&H reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent per annum) on any invoice balance that remains outstanding beyond sixty (60) days from the invoice date. C&H will provide written notice to VMS of any overdue balance before interest begins to accrue, and will afford VMS a reasonable opportunity to cure any payment delinquency.

8. Insurance Carrier Coordination

C&H understands that VMS has reported this matter to its Employment Practices Liability Insurance ("EPLI") carrier, Ridgeway National Insurance Company, a company domiciled in the State of Connecticut with offices at 100 Constitution Plaza, Hartford, Connecticut 06103. The applicable policy is EPL Policy No. EPL-VMS-2024-07821, with a policy period running from July 1, 2024, through July 1, 2025. The policy provides the following relevant coverage terms:

• Per-Occurrence Limit: $10,000,000

• Aggregate Limit: $20,000,000

• Self-Insured Retention ("SIR"): $500,000 (defense costs erode the SIR; upon exhaustion of the SIR, defense costs and indemnity payments erode the per-occurrence limit)

The assigned claims adjuster at Ridgeway National is Neil Pemberton, AVP — Complex Claims. Mr. Pemberton has been designated as the primary point of contact for all claims-related communications with the carrier.

Ridgeway National issued a Reservation of Rights letter dated August 18, 2025, in which the carrier reserved its rights on the following grounds: (i) the potential applicability of the policy's wage-and-hour exclusion to certain of the claims asserted in the Complaint; (ii) coverage for PAGA civil penalties, which Ridgeway contends may constitute uninsurable penalties under applicable law; and (iii) whether VMS's implementation and maintenance of the automatic meal period deduction policy constitutes a "knowing" violation that would fall outside the scope of covered "wrongful acts" under the policy. Notwithstanding these reservations, Ridgeway National has agreed to fund defense costs, subject to the reservation of rights, with VMS's SIR eroding first.

C&H will cooperate with Ridgeway National's litigation management requirements to the extent consistent with C&H's professional obligations to VMS. Such cooperation will include submission of monthly defense cost reports, periodic litigation plan updates, and budget estimates to Neil Pemberton or his designee, in accordance with Ridgeway's litigation management guidelines. C&H will use commercially reasonable efforts to comply with Ridgeway's billing guidelines and audit requirements, provided that such guidelines do not materially interfere with C&H's ability to provide competent and diligent representation to VMS or compromise VMS's litigation interests.

Duties of Loyalty and Confidentiality. It is important to state clearly that C&H's professional duties of loyalty, confidentiality, and undivided allegiance run exclusively to VMS. C&H does not represent Ridgeway National Insurance Company in any capacity, and the carrier is not a client of the Firm in connection with this engagement or otherwise. If at any point during this engagement a conflict arises between VMS's litigation interests and Ridgeway National's coverage position — for example, with respect to settlement authority, litigation strategy, or the scope of covered claims — C&H will promptly advise VMS of the conflict and may recommend the retention of independent insurance coverage counsel to protect VMS's rights under the policy.

Primary Payment Obligation. Notwithstanding Ridgeway National's agreement to fund defense costs subject to its reservation of rights and the erosion of the SIR, VMS remains primarily responsible for the payment of all C&H invoices in accordance with the billing and payment terms set forth in Section 7 above. VMS may seek reimbursement of defense costs from Ridgeway National under the terms of the EPLI policy; however, any delay or dispute in carrier reimbursement does not affect VMS's obligation to remit timely payment to C&H. C&H will cooperate with VMS in providing documentation necessary to support VMS's reimbursement claims with the carrier.

9. Confidentiality and Privilege

All communications between C&H and VMS relating to this engagement, including oral and written communications, memoranda, strategy documents, legal analyses, case assessments, and draft materials, are protected by the attorney-client privilege and the attorney work product doctrine. These protections are vital to the effective defense of this matter and must be carefully preserved.

VMS should take care to limit the distribution of C&H's legal advice within the Company to those individuals who have a genuine need to know in connection with the management and defense of this litigation. Such individuals may include, for example, in-house counsel, senior human resources leadership, and designated management representatives at the Fontana Plant. All internal communications forwarding, referencing, or summarizing C&H's legal advice should be clearly marked with the following legend or substantially similar language:

"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This communication contains information protected by the attorney-client privilege and/or the attorney work product doctrine. Do not forward, copy, or disclose to any person without the prior approval of the Legal Department."

Any proposed disclosure of privileged communications or attorney work product to third parties — including, without limitation, Ashgrove Equity Partners Industrial Partners, LP (as VMS's majority equity holder), Ridgeway National Insurance Company (as VMS's EPLI carrier), or any other entity or individual outside of VMS's legal department — should be discussed with C&H in advance. Inadvertent or unprotected disclosure of privileged materials to third parties may result in waiver of the privilege, which could have significant adverse consequences for VMS's defense. C&H will work with VMS to ensure that appropriate protective measures are in place before any such disclosure occurs, including but not limited to the execution of common interest agreements, joint defense agreements, or confidentiality agreements, as the circumstances may require.

Common Interest Agreement with Ashgrove Equity Partners Industrial Partners, LP. C&H understands that Ashgrove Equity Partners Industrial Partners, LP ("Ashgrove Equity Partners") holds a majority equity interest in VMS and that Ashgrove Equity Partners's representatives — including Catherine Hsu, Operating Partner and Board Representative, and Douglas Fielding, Managing Partner — may have a legitimate interest in receiving privileged case assessments and litigation status updates, particularly in light of Ashgrove Equity Partners's planned 2026 exit and secondary sale process. To facilitate the sharing of privileged information with Ashgrove Equity Partners without risking waiver, C&H recommends that a common interest agreement be executed between VMS and Ashgrove Equity Partners at the earliest practicable date. C&H is prepared to draft such an agreement for VMS's review and approval, and we suggest that this be addressed promptly given the proximity of the responsive-pleading deadline and the likelihood that strategic case assessments will need to be shared with Ashgrove Equity Partners's representatives in the near term.

10. Conflict of Interest Disclosure and Waiver

C&H has conducted a thorough conflicts check in accordance with the Firm's internal conflict-clearance procedures and the applicable California Rules of Professional Conduct. Based on this review, the Firm has identified no conflicts of interest that would prevent C&H from representing VMS in the defense of Reyes v. Vantage Mobility Systems Corp.

Specifically, C&H does not currently represent, and has not recently represented, any of the following parties in any matter adverse to VMS: Gloria Reyes (the named plaintiff); Nakamura Lozano & Pratt LLP (plaintiff's counsel); Ashgrove Equity Partners Industrial Partners, LP (VMS's majority equity holder); Ridgeway National Insurance Company (VMS's EPLI carrier); or Apex Workforce Solutions, Inc. (the provider of the ApexTime 6.2 timekeeping system referenced in the Complaint).

VMS acknowledges that C&H is a large, multi-practice law firm that represents a diverse base of clients across numerous industries and legal disciplines. In the ordinary course of its practice, C&H may represent other clients in matters unrelated to this engagement that could involve parties or entities whose interests differ from those of VMS. By executing this Engagement Letter, VMS consents to C&H's continued representation of other clients in such unrelated matters, provided that (i) the representation does not involve the same matter or a matter substantially related to the defense of Reyes v. Vantage Mobility Systems Corp., and (ii) the representation does not create a direct adversity to VMS in this litigation.

This standard advance conflict waiver is limited in scope and does not extend to any matter that is directly adverse to VMS or that is substantially related to the facts, issues, or subject matter of Reyes v. Vantage Mobility Systems Corp. C&H will continue to monitor for potential conflicts throughout the course of this engagement and will promptly notify VMS if any new conflict arises that could affect the Firm's ability to continue the representation.

11. Document Preservation Obligations

Effective and comprehensive document preservation is essential to VMS's defense of this matter and to the Company's compliance with its legal obligations. On August 5, 2025, C&H issued a separate Litigation Hold Memorandum to Priya Nandakumar (General Counsel), Sandra Olsen (Vice President of Human Resources), and Marcus Gutierrez (Fontana Plant Manager), directing the immediate preservation of all documents and electronically stored information ("ESI") that are or may be relevant to the claims and defenses in Reyes v. Vantage Mobility Systems Corp. A copy of the Litigation Hold Memorandum is enclosed with this letter as Enclosure B for your reference.

VMS's obligation to preserve relevant documents and ESI extends to all categories of materials identified in the Litigation Hold Memorandum, including but not limited to the following:

• ApexTime 6.2 timekeeping records, including raw punch data, edited time entries, exception reports, and system configuration settings for automatic meal period deductions and time-punch rounding;

• Payroll records, wage statements, and earnings summaries for all putative class members;

• The VMS Employee Handbook (including but not limited to Section 4.3 — Meal and Rest Period Policy) and all prior versions, amendments, and revisions thereof;

• The internal HR audit memorandum dated February 8, 2024, and all drafts, supporting data, and responsive communications related thereto;

• The corrective action memorandum dated March 10, 2024, and all drafts, supporting data, and responsive communications related thereto;

• Personnel files for the named plaintiff and, upon further notice, for any other individuals identified in discovery;

• Shift schedules, production calendars, and work assignment records for all shifts at the Fontana Plant;

• Overtime authorization logs and records;

• Supervisor training materials relating to meal periods, rest periods, timekeeping, and wage-and-hour compliance;

• Electronic communications (including emails, text messages, instant messages, and collaboration platform messages such as Meridian Solutions or Northgate Data Systems) between HR personnel, plant management, supervisors, and payroll staff concerning meal and rest period policies, timekeeping practices, or employee complaints;

• Any correspondence with Apex Workforce Solutions, Inc. regarding configuration, maintenance, or modification of the ApexTime 6.2 system; and

• Any other documents or ESI identified in the Litigation Hold Memorandum or in subsequent supplemental hold notices.

VMS must ensure that all custodians identified in the Litigation Hold Memorandum are promptly notified of their preservation obligations and that all automatic deletion routines, document destruction schedules, and data retention policies that could affect relevant materials are suspended for the duration of this litigation. Failure to preserve relevant documents and ESI may result in adverse evidentiary sanctions, including adverse inference instructions, issue preclusion, or other penalties imposed by the court, and could materially undermine VMS's ability to defend this action.

C&H will work with VMS's information technology and human resources teams to ensure that the document preservation program is properly implemented and maintained throughout the litigation. We may issue supplemental litigation hold notices as the scope of discovery becomes more defined.

12. Termination of Engagement

Either VMS or C&H may terminate this engagement at any time upon written notice to the other party. Such termination is subject to applicable ethical obligations under the California Rules of Professional Conduct and any court rules or orders that may require leave of court before C&H may withdraw as counsel of record in Reyes v. Vantage Mobility Systems Corp. C&H will not seek to withdraw as counsel at a time or in a manner that would prejudice VMS's interests, and will provide reasonable advance notice to VMS of any intention to withdraw.

Upon termination of this engagement, VMS will remain responsible for the payment of all fees and costs incurred through the date of termination in accordance with the terms set forth in Sections 5 and 7 above. C&H will render a final invoice within thirty (30) days of the effective date of termination.

Following termination, C&H will cooperate fully in the orderly transition of the matter file to successor counsel designated by VMS, including the transfer of all documents, work product, and electronic files in C&H's possession relating to the matter. C&H will retain copies of such files in accordance with the Firm's document retention policies and applicable ethical requirements.

13. Limitation of Liability

To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, C&H's aggregate liability to VMS arising out of or in connection with this engagement — whether based in contract, tort, negligence, professional malpractice, or any other theory — shall not exceed the total amount of professional fees actually paid by VMS to C&H for the services giving rise to the claim, except in cases of willful misconduct or fraud by the Firm. This limitation of liability applies to the Firm and its partners, associates, employees, and agents, individually and collectively.

This limitation of liability does not apply to, and shall not be construed to limit, any obligation of C&H arising under the California Rules of Professional Conduct, including the duties of competence, diligence, loyalty, confidentiality, and candor. Nothing in this Section 13 is intended to relieve C&H of its professional responsibilities or to limit VMS's remedies under the applicable rules governing attorney conduct.

14. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Engagement Letter, or to the legal services provided hereunder, through informal negotiation and discussion between the responsible partner (Renata Vasquez) and VMS's General Counsel. If the parties are unable to resolve any such dispute within thirty (30) days of written notice of the dispute, the dispute shall be submitted to final and binding arbitration in Los Angeles County, California, administered under the rules of JAMS or another nationally recognized arbitration provider mutually agreed upon by the parties. The arbitration shall be conducted by a single arbitrator with experience in legal malpractice and attorney-client fee disputes. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines otherwise.

15. Acceptance and Execution

We ask that you review this Engagement Letter carefully and contact Renata Vasquez or James Underwood if you have any questions regarding its terms. To confirm VMS's agreement to the terms set forth herein, please have an authorized representative countersign this letter in the space provided below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, U.S. Mail, or electronic transmission (including PDF via email) to Renata Vasquez at rvasquez@calderwoodharkness.com.

If VMS does not return the countersigned letter within fourteen (14) days of the date hereof but continues to direct C&H to perform work on the matter, VMS will be deemed to have accepted these terms as of the date on which such direction was given.

We are grateful for the opportunity to represent Vantage Mobility Systems Corp. in this important matter, and we are committed to providing the highest caliber of legal representation throughout the course of this engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Renata Vasquez

Title: Partner, Labor & Employment

Date: ________

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understood its terms, and agrees on behalf of Vantage Mobility Systems Corp. to the engagement of Calderwood & Harkness LLP on the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Priya Nandakumar

Title: General Counsel

Date: ________

Enclosures:

Enclosure A: C&H 2025 Standard Rate Card (Summary of Hourly Rates by Timekeeper Level)

Enclosure B: Litigation Hold Memorandum dated August 5, 2025 (Copy for Reference)

cc: Bernard Crawford, Billing Partner, Calderwood & Harkness LLP (via internal distribution)

Timekeeper	Position	2025 Hourly Rate
Renata Vasquez	Partner	$1,150
Bernard Crawford	Partner	$1,150
James Underwood	Senior Associate	$825
Devon Archer	Associate	$675
Paralegals / Litigation Support Specialists	—	Per C&H 2025 Standard Rate Card (Enclosure A)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 486-7200 Facsimile: (213) 486-7201 www.calderwoodharkness.com
August 4, 2025
Priya Nandakumar, Esq. General Counsel Vantage Mobility Systems Corp. 4200 Industrial Parkway Auburn Hills, MI 48326
Re: Engagement of Calderwood & Harkness LLP — Defense of Gloria Reyes, individually and on behalf of all others similarly situated, and on behalf of the State of California v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, Superior Court of California, County of San Bernardino
C&H Matter No. 1007-00004
Dear Ms. Nandakumar:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp. ("Vantage," "VMS," or the "Company"), a Delaware corporation registered to do business in the States of California and Michigan, to serve as defense counsel in the above-referenced putative wage-and-hour class action and representative action brought under the Private Attorneys General Act of 2004 ("PAGA"), Cal. Lab. Code § 2698 et seq. We appreciate the confidence that you and the Vantage legal team have placed in our Firm, and we look forward to providing vigorous and effective representation in this matter.
This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and VMS in connection with the defense of Reyes v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781. The purpose of this Engagement Letter is to ensure that both parties share a clear and mutual understanding of the scope of our representation, the applicable fee arrangements, the responsibilities of both the Firm and the Company, and certain important disclosures related to the engagement. We ask that you review this letter carefully and contact us with any questions before executing the acceptance block set forth in Section 15 below.
The Complaint in this action was filed on August 1, 2025, in the Superior Court of California, County of San Bernardino. The matter was opened in C&H's conflict-checking and matter-management systems on August 4, 2025, under C&H Matter No. 1007-00004. We have already commenced our preliminary review of the operative pleading and the documents that you and your team have made available to us, and we are prepared to move expeditiously to protect VMS's interests as the initial responsive-pleading deadline approaches.
2. Description of the Matter
The following is a summary of the matter as we understand it based upon our review of the Complaint and our initial consultations with VMS's in-house legal and human resources teams. This summary is provided for purposes of defining the scope of this engagement and is not intended as a comprehensive factual recitation or case assessment; a formal case assessment memorandum will be prepared and delivered separately.
Named Plaintiff. The named plaintiff is Gloria Reyes, a former Production Associate (Trim Line B) at VMS's manufacturing facility located at 11780 Cherry Avenue, Fontana, California 92337 (the "Fontana Plant"). According to the Complaint, Ms. Reyes was employed by VMS from approximately March 12, 2021, through January 19, 2025, and worked the second shift (2:00 p.m. to 10:30 p.m.) during the entirety of her employment. Ms. Reyes alleges that she was a non-exempt hourly employee subject to VMS's timekeeping, meal period, and rest period policies.
Plaintiff's Counsel. Ms. Reyes is represented by the firm of Nakamura Lozano & Pratt LLP, 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. Victor Lozano, Partner, and Michelle Tran, Associate, are identified as counsel of record. Nakamura Lozano & Pratt is a plaintiff-side employment litigation firm that has handled a number of wage-and-hour class actions in the Los Angeles and Inland Empire courts; we are familiar with Mr. Lozano's practice and will account for his litigation style and strategic tendencies in formulating our defense plan.
Putative Class and PAGA Period. The Complaint seeks certification of a class of approximately 1,450 non-exempt hourly employees at the Fontana Plant. The proposed class period runs from August 4, 2021, through the date of trial, encompassing an estimated total of approximately 3,550 putative class members, including both current and former employees. The PAGA claims are asserted on behalf of all "aggrieved employees" as defined under Cal. Lab. Code § 2699(c) during the applicable one-year statutory period preceding the filing of the PAGA notice.
Causes of Action. The Complaint asserts seven causes of action:
1.  First Cause of Action — Meal Period Violations (Cal. Lab. Code §§ 226.7 and 512): Plaintiff alleges that VMS failed to provide lawful, timely, and uninterrupted meal periods to non-exempt employees, and failed to pay one additional hour of premium pay for each meal period violation.
2.  Second Cause of Action — Rest Period Violations (Cal. Lab. Code § 226.7): Plaintiff alleges that VMS failed to authorize and permit compliant rest periods and failed to pay one additional hour of premium pay for each rest period violation.
3.  Third Cause of Action — Unpaid Wages (Cal. Lab. Code §§ 204 and 1194): Plaintiff alleges that the auto-deduction and time-rounding policies resulted in systematic underpayment of regular and overtime wages owed to non-exempt employees.
4.  Fourth Cause of Action — Inaccurate Wage Statements (Cal. Lab. Code § 226): Plaintiff alleges that VMS issued wage statements that failed to accurately reflect total hours worked and wages earned, in violation of the itemized wage statement requirements.
5.  Fifth Cause of Action — Waiting Time Penalties (Cal. Lab. Code § 203): Plaintiff alleges that VMS willfully failed to pay all wages due upon separation from employment, triggering waiting time penalties of up to 30 days' wages for former employees.
6.  Sixth Cause of Action — Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.): Plaintiff brings an "unlawful" prong UCL claim predicated on the alleged violations of the California Labor Code, seeking restitution and injunctive relief.
7.  Seventh Cause of Action — PAGA Penalties (Cal. Lab. Code § 2698 et seq.): Plaintiff seeks civil penalties under PAGA for each alleged pay period violation, asserting representative standing on behalf of the State of California and all aggrieved employees.
Central Factual Allegations. The core of Plaintiff's theory rests on two principal practices at the Fontana Plant:
(a) Automatic Meal Period Deduction. The Complaint alleges that from January 2020 through approximately March 15, 2024, VMS utilized an automatic 30-minute meal period deduction in its ApexTime 6.2 timekeeping system, provided by Apex Workforce Solutions, Inc. Under this practice, 30 minutes were automatically deducted from each employee's daily recorded hours regardless of whether the employee actually received or was relieved of all duties during the meal period. Plaintiff contends that this system resulted in uncompensated work time for employees whose meal periods were shortened, interrupted, or missed altogether.
(b) Time-Punch Rounding Policy. The Complaint further alleges that VMS applied a time-punch rounding policy that rounded employee clock-in and clock-out times to the nearest six-minute increment (0.1 hour). Plaintiff contends that this rounding practice, as applied, systematically operated to the detriment of employees by understating actual hours worked, particularly when combined with the automatic meal period deduction.
PAGA Notice and LWDA Exhaustion. Plaintiff served a PAGA notice on the California Labor and Workforce Development Agency ("LWDA") and on VMS on May 22, 2025. The LWDA assigned Case No. LWDA-CM-2025-831447 to the matter. The 65-day cure period expired on July 26, 2025, without the LWDA initiating an investigation or citing VMS for any violations. Accordingly, Plaintiff has satisfied the administrative exhaustion requirement and proceeded to include the PAGA representative claims in the operative Complaint.
Estimated Aggregate Exposure. Based on our preliminary analysis and the parameters set forth in the Complaint, the estimated aggregate exposure in this matter is approximately $18.7 million at the upper end of a realistic settlement range, accounting for the class-wide meal and rest period premium claims, unpaid wages, statutory penalties, and PAGA penalties. The maximum theoretical exposure, assuming full liability on all claims across all putative class members for the entire class period, could exceed $65 million, though this figure represents the outer boundary of a worst-case scenario and does not account for defenses, offsets, or the practical dynamics of settlement negotiations.
Service and Responsive-Pleading Deadline. Service of the Complaint was completed on August 12, 2025, via VMS's agent for service of process, CT Agents, Inc., located at 818 West Seventh Street, Suite 930, Sacramento, California 95814. Under applicable California law, VMS's responsive pleading is due 30 days following service, which establishes a deadline of September 11, 2025. C&H will work with your office to determine the most appropriate initial responsive pleading, whether an answer, a demurrer, a motion to strike, or a combination thereof. We anticipate providing our recommended responsive-pleading strategy no later than August 25, 2025.
3. Scope of Representation
Matters Included. C&H's engagement is limited to the defense of VMS in Reyes v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, pending in the Superior Court of California, County of San Bernardino, together with any appeals or writ proceedings arising directly therefrom. Within the context of this matter, the scope of C&H's representation includes, without limitation, the following:
(a) Preparation and filing of responsive pleadings, including answers, demurrers, and motions to strike;
(b) All phases of written discovery (propounding and responding to interrogatories, requests for production, and requests for admission) and oral discovery (fact and expert depositions);
(c) Preparation of and opposition to motions, including any motion for class certification and any motion related to the PAGA claims;
(d) Retention and coordination of expert witnesses and consultants;
(e) Trial preparation and trial, if the matter proceeds to that stage;
(f) Settlement negotiations, mediation, and any other alternative dispute resolution proceedings; and
(g) Post-trial motions and any appellate proceedings, including responses to writ petitions that may arise during the course of the litigation.
Matters Excluded. The scope of this engagement expressly does not include the following:
(a) Representation of VMS in any other litigation, regulatory investigation, administrative proceeding, or transactional matter not arising directly out of Reyes v. Vantage Mobility Systems Corp.;
(b) Representation of Ashgrove Equity Partners Industrial Partners, LP, or any other affiliate, parent, subsidiary, or related entity of VMS in any capacity;
(c) General advice on employment practices compliance, wage-and-hour policy design, or human resources operations at the Fontana Plant or any other VMS facility, except to the extent that such advice is directly and specifically related to the defense strategy or litigation risk assessment in this matter;
(d) Coverage litigation, declaratory judgment actions, or disputes with Ridgeway National Insurance Company regarding the scope, applicability, or interpretation of EPL Policy No. EPL-VMS-2024-07821, or any other insurance policy. If coverage issues arise that require legal advice or advocacy, C&H will recommend that VMS retain independent insurance coverage counsel.
Supplemental Engagement. If additional related matters arise in connection with or as a consequence of the claims asserted in Reyes, including but not limited to individual arbitration demands by current or former employees, additional PAGA actions, Labor Commissioner complaints, or investigations initiated by the Division of Labor Standards Enforcement, C&H and VMS will enter into a separate supplemental engagement letter addressing the scope, staffing, and fee arrangements applicable to any such additional matter.
Local Counsel. Given that this matter is pending in San Bernardino County and that regular appearances in the San Bernardino County Superior Court may be required, C&H may recommend the retention of local counsel to assist with routine court appearances, filings, and procedural matters. The Firm has identified Whitfield Garza LLP (Elena Garza, Contact Partner), 290 North D Street, Suite 510, San Bernardino, California 92401, as a suitable local counsel candidate. Any decision to engage local counsel will be made at VMS's direction and approval. The fees and costs of local counsel, if retained, would be billed separately by Whitfield Garza LLP or passed through C&H's invoices, as VMS may direct, and would be included in the budget estimates set forth in Section 6 below.
4. Engagement Team
C&H will staff this matter with experienced labor and employment litigators drawn from the Firm's Los Angeles office. The following attorneys have been assigned to the engagement team:
Renata Vasquez — Responsible Partner, Labor & Employment. Ms. Vasquez will serve as the primary relationship partner and lead attorney on this engagement. She will maintain overall supervisory responsibility for all aspects of the defense, including strategic planning, key decision-making, significant court appearances, oral arguments on dispositive motions, settlement and mediation advocacy, and principal client communications with VMS's legal department and senior leadership. Ms. Vasquez has extensive experience defending California wage-and-hour class actions and PAGA representative actions on behalf of employers in the manufacturing, logistics, and technology sectors.
Bernard Crawford — Billing Partner, Labor & Employment. Mr. Crawford will serve as the billing partner for the engagement and will oversee all billing administration, fee arrangements, and budgetary matters. Mr. Crawford will also be available to contribute substantive legal analysis and strategic input as the needs of the matter require. He has particular expertise in PAGA litigation and has successfully defended a number of class certification challenges in the California courts.
James Underwood — Lead Associate, Labor & Employment. Mr. Underwood will serve as the day-to-day lead on the matter and will be the primary point of contact for routine communications, status updates, and coordination of discovery and case management activities. His responsibilities will include drafting and finalizing all pleadings and motions, managing the discovery process (including document collection, review, and production), coordinating with expert witnesses, and preparing the class certification opposition brief. Mr. Underwood has six years of experience in employment litigation, including three wage-and-hour class actions defended through certification.
Devon Archer — Working Associate, Labor & Employment. Ms. Archer will provide litigation support across all phases of the engagement, including legal research and memoranda on key issues, participation in the document review process, deposition preparation and attendance, damages analysis and modeling, and assistance with motion briefing. Ms. Archer has four years of experience in labor and employment litigation, with particular strength in quantitative damages analysis and statistical evidence.
Additional Staffing. As the matter progresses, additional timekeepers may be assigned to the engagement team, including other associates, of counsel, and paralegals or litigation support specialists. Such assignments will be made based on the substantive needs of the matter and the efficient allocation of resources. VMS will be informed in advance of any material staffing changes, including the addition of any new partner or senior associate to the engagement team. C&H will endeavor to maintain staffing continuity throughout the engagement to minimize duplication of effort and ensure efficiency.
5. Billing Rates and Fee Arrangement
C&H will bill VMS for legal services rendered in this matter at the Firm's standard hourly rates for 2025. The applicable rates for the members of the current engagement team are as follows:
The billing arrangement for this engagement is standard hourly. No alternative fee arrangement, contingency fee, success fee, flat fee, blended rate, or other non-standard billing structure is contemplated at this time. Should VMS wish to explore alternative fee arrangements at any point during the engagement, we are happy to discuss options.
C&H's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. VMS will be notified in writing at least thirty (30) days before any rate increase takes effect. Any adjusted rates will apply prospectively to services rendered on or after the effective date of the adjustment.
This is not a flat-fee or capped-fee engagement, and no ceiling or maximum has been placed on the total fees that may be incurred. However, C&H is committed to transparency and cost-efficiency in the management of this defense. The Firm will provide periodic budget estimates (as described in Section 6 below) and will proactively flag anticipated cost variances exceeding fifteen percent (15%) of any previously communicated estimate. We encourage ongoing dialogue regarding staffing levels, litigation strategy, and cost management to ensure alignment between the Firm's work and VMS's business objectives.
A complete summary of C&H's 2025 standard hourly rates by timekeeper level is attached hereto as Enclosure A (C&H 2025 Standard Rate Card).
6. Budget Estimate
To assist VMS with financial planning and insurance reporting, C&H provides the following preliminary budget estimates for the defense of this matter. These estimates are based on our initial assessment of the case and our experience in similar wage-and-hour class action and PAGA matters in California. They reflect reasonable assumptions regarding the scope and pace of litigation, but are subject to change based on developments in the case, the conduct of opposing counsel, and rulings by the court.
Phase 1 — Through Class Certification Decision:
Estimated defense costs: $800,000 – $1,200,000
This estimate is inclusive of C&H attorney fees, anticipated local counsel fees (Whitfield Garza LLP, if engaged), and expert costs associated with the retention of Dr. Kenneth Proulx of Veltrano Analytics LLC, 155 South Lake Avenue, Suite 800, Pasadena, California 91101, as the defense statistical and damages expert. Phase 1 encompasses all work from the initial responsive pleading through the completion of merits and class discovery, opposition to the class certification motion, and the court's ruling on certification. Based on current San Bernardino County Superior Court scheduling practices, we anticipate that the class certification hearing will occur approximately 14 to 18 months after the filing of the Complaint.
Phase 2 — Post-Certification Through Trial (If Applicable):
Estimated total defense costs (cumulative, Phases 1 and 2): $2,500,000 – $3,800,000
This estimate is inclusive of all counsel fees (C&H and local counsel), expert fees, and litigation costs through and including trial. This estimate assumes a class trial of approximately three to four weeks in duration. If the case resolves through mediation or settlement before trial, actual costs would be substantially lower and would fall within or below the lower end of this range.
These estimates are provided for planning purposes only and do not constitute a fee cap, fee guarantee, or binding commitment by C&H. Actual costs may vary depending on the scope and complexity of discovery, the number and nature of motions filed by either party, the court's case management orders and scheduling, the conduct of depositions, the need for additional expert witnesses, and whether the case resolves through settlement or mediation before trial. C&H will provide quarterly updated budget estimates, and we will promptly communicate any material changes in our projections.
7. Billing and Payment Terms
C&H will render monthly invoices for legal services performed and costs advanced during the preceding calendar month. Invoices will be addressed to Priya Nandakumar, General Counsel, Vantage Mobility Systems Corp., 4200 Industrial Parkway, Auburn Hills, MI 48326, and will reference C&H Matter No. 1007-00004. Invoices may be delivered by U.S. Mail, electronic mail, or through any billing platform mutually agreed upon by C&H and VMS.
Each invoice will include detailed task-based billing entries describing the nature of the services performed, the identity of the timekeeper, the number of hours billed by each timekeeper, and the applicable hourly rate. Time will be recorded in increments of one-tenth of an hour (0.1 hour / 6 minutes). Entries will be coded in accordance with the Uniform Task-Based Management System (UTBMS) codes, if required by VMS or its insurance carrier.
Payment of invoices is due within thirty (30) days of the invoice date. VMS agrees to remit payment by wire transfer, ACH, or check to the account designated on the invoice.
In addition to professional fees, VMS will be responsible for the payment of reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the defense of this matter. Such costs and disbursements may include, without limitation:
•  Court filing fees and motion fees;
•  Service of process costs;
•  Expert witness fees and costs (including retainers, hourly consulting fees, report preparation fees, and deposition and trial testimony fees);
•  Deposition transcript and videography costs;
•  Travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with court appearances, depositions, mediations, or client meetings;
•  Electronic discovery and document hosting fees, including costs for collection, processing, hosting, review platform licensing, and production;
•  Messenger, courier, and overnight delivery charges;
•  Court reporter and hearing transcript fees;
•  Photocopying and printing costs in excess of routine office usage; and
•  Any other litigation expenses reasonably necessary for the defense of the matter.
Individual disbursements exceeding $5,000 will be identified on the applicable invoice and, where practicable, will be pre-approved by VMS before being incurred. C&H will use commercially reasonable efforts to notify VMS in advance of any significant anticipated expenditure and to obtain VMS's prior authorization, recognizing that certain time-sensitive litigation needs may require immediate action.
C&H reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent per annum) on any invoice balance that remains outstanding beyond sixty (60) days from the invoice date. C&H will provide written notice to VMS of any overdue balance before interest begins to accrue, and will afford VMS a reasonable opportunity to cure any payment delinquency.
8. Insurance Carrier Coordination
C&H understands that VMS has reported this matter to its Employment Practices Liability Insurance ("EPLI") carrier, Ridgeway National Insurance Company, a company domiciled in the State of Connecticut with offices at 100 Constitution Plaza, Hartford, Connecticut 06103. The applicable policy is EPL Policy No. EPL-VMS-2024-07821, with a policy period running from July 1, 2024, through July 1, 2025. The policy provides the following relevant coverage terms:
•  Per-Occurrence Limit: $10,000,000
•  Aggregate Limit: $20,000,000
•  Self-Insured Retention ("SIR"): $500,000 (defense costs erode the SIR; upon exhaustion of the SIR, defense costs and indemnity payments erode the per-occurrence limit)
The assigned claims adjuster at Ridgeway National is Neil Pemberton, AVP — Complex Claims. Mr. Pemberton has been designated as the primary point of contact for all claims-related communications with the carrier.
Ridgeway National issued a Reservation of Rights letter dated August 18, 2025, in which the carrier reserved its rights on the following grounds: (i) the potential applicability of the policy's wage-and-hour exclusion to certain of the claims asserted in the Complaint; (ii) coverage for PAGA civil penalties, which Ridgeway contends may constitute uninsurable penalties under applicable law; and (iii) whether VMS's implementation and maintenance of the automatic meal period deduction policy constitutes a "knowing" violation that would fall outside the scope of covered "wrongful acts" under the policy. Notwithstanding these reservations, Ridgeway National has agreed to fund defense costs, subject to the reservation of rights, with VMS's SIR eroding first.
C&H will cooperate with Ridgeway National's litigation management requirements to the extent consistent with C&H's professional obligations to VMS. Such cooperation will include submission of monthly defense cost reports, periodic litigation plan updates, and budget estimates to Neil Pemberton or his designee, in accordance with Ridgeway's litigation management guidelines. C&H will use commercially reasonable efforts to comply with Ridgeway's billing guidelines and audit requirements, provided that such guidelines do not materially interfere with C&H's ability to provide competent and diligent representation to VMS or compromise VMS's litigation interests.
Duties of Loyalty and Confidentiality. It is important to state clearly that C&H's professional duties of loyalty, confidentiality, and undivided allegiance run exclusively to VMS. C&H does not represent Ridgeway National Insurance Company in any capacity, and the carrier is not a client of the Firm in connection with this engagement or otherwise. If at any point during this engagement a conflict arises between VMS's litigation interests and Ridgeway National's coverage position — for example, with respect to settlement authority, litigation strategy, or the scope of covered claims — C&H will promptly advise VMS of the conflict and may recommend the retention of independent insurance coverage counsel to protect VMS's rights under the policy.
Primary Payment Obligation. Notwithstanding Ridgeway National's agreement to fund defense costs subject to its reservation of rights and the erosion of the SIR, VMS remains primarily responsible for the payment of all C&H invoices in accordance with the billing and payment terms set forth in Section 7 above. VMS may seek reimbursement of defense costs from Ridgeway National under the terms of the EPLI policy; however, any delay or dispute in carrier reimbursement does not affect VMS's obligation to remit timely payment to C&H. C&H will cooperate with VMS in providing documentation necessary to support VMS's reimbursement claims with the carrier.
9. Confidentiality and Privilege
All communications between C&H and VMS relating to this engagement, including oral and written communications, memoranda, strategy documents, legal analyses, case assessments, and draft materials, are protected by the attorney-client privilege and the attorney work product doctrine. These protections are vital to the effective defense of this matter and must be carefully preserved.
VMS should take care to limit the distribution of C&H's legal advice within the Company to those individuals who have a genuine need to know in connection with the management and defense of this litigation. Such individuals may include, for example, in-house counsel, senior human resources leadership, and designated management representatives at the Fontana Plant. All internal communications forwarding, referencing, or summarizing C&H's legal advice should be clearly marked with the following legend or substantially similar language:
"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This communication contains information protected by the attorney-client privilege and/or the attorney work product doctrine. Do not forward, copy, or disclose to any person without the prior approval of the Legal Department."
Any proposed disclosure of privileged communications or attorney work product to third parties — including, without limitation, Ashgrove Equity Partners Industrial Partners, LP (as VMS's majority equity holder), Ridgeway National Insurance Company (as VMS's EPLI carrier), or any other entity or individual outside of VMS's legal department — should be discussed with C&H in advance. Inadvertent or unprotected disclosure of privileged materials to third parties may result in waiver of the privilege, which could have significant adverse consequences for VMS's defense. C&H will work with VMS to ensure that appropriate protective measures are in place before any such disclosure occurs, including but not limited to the execution of common interest agreements, joint defense agreements, or confidentiality agreements, as the circumstances may require.
Common Interest Agreement with Ashgrove Equity Partners Industrial Partners, LP. C&H understands that Ashgrove Equity Partners Industrial Partners, LP ("Ashgrove Equity Partners") holds a majority equity interest in VMS and that Ashgrove Equity Partners's representatives — including Catherine Hsu, Operating Partner and Board Representative, and Douglas Fielding, Managing Partner — may have a legitimate interest in receiving privileged case assessments and litigation status updates, particularly in light of Ashgrove Equity Partners's planned 2026 exit and secondary sale process. To facilitate the sharing of privileged information with Ashgrove Equity Partners without risking waiver, C&H recommends that a common interest agreement be executed between VMS and Ashgrove Equity Partners at the earliest practicable date. C&H is prepared to draft such an agreement for VMS's review and approval, and we suggest that this be addressed promptly given the proximity of the responsive-pleading deadline and the likelihood that strategic case assessments will need to be shared with Ashgrove Equity Partners's representatives in the near term.
10. Conflict of Interest Disclosure and Waiver
C&H has conducted a thorough conflicts check in accordance with the Firm's internal conflict-clearance procedures and the applicable California Rules of Professional Conduct. Based on this review, the Firm has identified no conflicts of interest that would prevent C&H from representing VMS in the defense of Reyes v. Vantage Mobility Systems Corp.
Specifically, C&H does not currently represent, and has not recently represented, any of the following parties in any matter adverse to VMS: Gloria Reyes (the named plaintiff); Nakamura Lozano & Pratt LLP (plaintiff's counsel); Ashgrove Equity Partners Industrial Partners, LP (VMS's majority equity holder); Ridgeway National Insurance Company (VMS's EPLI carrier); or Apex Workforce Solutions, Inc. (the provider of the ApexTime 6.2 timekeeping system referenced in the Complaint).
VMS acknowledges that C&H is a large, multi-practice law firm that represents a diverse base of clients across numerous industries and legal disciplines. In the ordinary course of its practice, C&H may represent other clients in matters unrelated to this engagement that could involve parties or entities whose interests differ from those of VMS. By executing this Engagement Letter, VMS consents to C&H's continued representation of other clients in such unrelated matters, provided that (i) the representation does not involve the same matter or a matter substantially related to the defense of Reyes v. Vantage Mobility Systems Corp., and (ii) the representation does not create a direct adversity to VMS in this litigation.
This standard advance conflict waiver is limited in scope and does not extend to any matter that is directly adverse to VMS or that is substantially related to the facts, issues, or subject matter of Reyes v. Vantage Mobility Systems Corp. C&H will continue to monitor for potential conflicts throughout the course of this engagement and will promptly notify VMS if any new conflict arises that could affect the Firm's ability to continue the representation.
11. Document Preservation Obligations
Effective and comprehensive document preservation is essential to VMS's defense of this matter and to the Company's compliance with its legal obligations. On August 5, 2025, C&H issued a separate Litigation Hold Memorandum to Priya Nandakumar (General Counsel), Sandra Olsen (Vice President of Human Resources), and Marcus Gutierrez (Fontana Plant Manager), directing the immediate preservation of all documents and electronically stored information ("ESI") that are or may be relevant to the claims and defenses in Reyes v. Vantage Mobility Systems Corp. A copy of the Litigation Hold Memorandum is enclosed with this letter as Enclosure B for your reference.
VMS's obligation to preserve relevant documents and ESI extends to all categories of materials identified in the Litigation Hold Memorandum, including but not limited to the following:
•  ApexTime 6.2 timekeeping records, including raw punch data, edited time entries, exception reports, and system configuration settings for automatic meal period deductions and time-punch rounding;
•  Payroll records, wage statements, and earnings summaries for all putative class members;
•  The VMS Employee Handbook (including but not limited to Section 4.3 — Meal and Rest Period Policy) and all prior versions, amendments, and revisions thereof;
•  The internal HR audit memorandum dated February 8, 2024, and all drafts, supporting data, and responsive communications related thereto;
•  The corrective action memorandum dated March 10, 2024, and all drafts, supporting data, and responsive communications related thereto;
•  Personnel files for the named plaintiff and, upon further notice, for any other individuals identified in discovery;
•  Shift schedules, production calendars, and work assignment records for all shifts at the Fontana Plant;
•  Overtime authorization logs and records;
•  Supervisor training materials relating to meal periods, rest periods, timekeeping, and wage-and-hour compliance;
•  Electronic communications (including emails, text messages, instant messages, and collaboration platform messages such as Meridian Solutions or Northgate Data Systems) between HR personnel, plant management, supervisors, and payroll staff concerning meal and rest period policies, timekeeping practices, or employee complaints;
•  Any correspondence with Apex Workforce Solutions, Inc. regarding configuration, maintenance, or modification of the ApexTime 6.2 system; and
•  Any other documents or ESI identified in the Litigation Hold Memorandum or in subsequent supplemental hold notices.
VMS must ensure that all custodians identified in the Litigation Hold Memorandum are promptly notified of their preservation obligations and that all automatic deletion routines, document destruction schedules, and data retention policies that could affect relevant materials are suspended for the duration of this litigation. Failure to preserve relevant documents and ESI may result in adverse evidentiary sanctions, including adverse inference instructions, issue preclusion, or other penalties imposed by the court, and could materially undermine VMS's ability to defend this action.
C&H will work with VMS's information technology and human resources teams to ensure that the document preservation program is properly implemented and maintained throughout the litigation. We may issue supplemental litigation hold notices as the scope of discovery becomes more defined.
12. Termination of Engagement
Either VMS or C&H may terminate this engagement at any time upon written notice to the other party. Such termination is subject to applicable ethical obligations under the California Rules of Professional Conduct and any court rules or orders that may require leave of court before C&H may withdraw as counsel of record in Reyes v. Vantage Mobility Systems Corp. C&H will not seek to withdraw as counsel at a time or in a manner that would prejudice VMS's interests, and will provide reasonable advance notice to VMS of any intention to withdraw.
Upon termination of this engagement, VMS will remain responsible for the payment of all fees and costs incurred through the date of termination in accordance with the terms set forth in Sections 5 and 7 above. C&H will render a final invoice within thirty (30) days of the effective date of termination.
Following termination, C&H will cooperate fully in the orderly transition of the matter file to successor counsel designated by VMS, including the transfer of all documents, work product, and electronic files in C&H's possession relating to the matter. C&H will retain copies of such files in accordance with the Firm's document retention policies and applicable ethical requirements.
13. Limitation of Liability
To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, C&H's aggregate liability to VMS arising out of or in connection with this engagement — whether based in contract, tort, negligence, professional malpractice, or any other theory — shall not exceed the total amount of professional fees actually paid by VMS to C&H for the services giving rise to the claim, except in cases of willful misconduct or fraud by the Firm. This limitation of liability applies to the Firm and its partners, associates, employees, and agents, individually and collectively.
This limitation of liability does not apply to, and shall not be construed to limit, any obligation of C&H arising under the California Rules of Professional Conduct, including the duties of competence, diligence, loyalty, confidentiality, and candor. Nothing in this Section 13 is intended to relieve C&H of its professional responsibilities or to limit VMS's remedies under the applicable rules governing attorney conduct.
14. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Engagement Letter, or to the legal services provided hereunder, through informal negotiation and discussion between the responsible partner (Renata Vasquez) and VMS's General Counsel. If the parties are unable to resolve any such dispute within thirty (30) days of written notice of the dispute, the dispute shall be submitted to final and binding arbitration in Los Angeles County, California, administered under the rules of JAMS or another nationally recognized arbitration provider mutually agreed upon by the parties. The arbitration shall be conducted by a single arbitrator with experience in legal malpractice and attorney-client fee disputes. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines otherwise.
15. Acceptance and Execution
We ask that you review this Engagement Letter carefully and contact Renata Vasquez or James Underwood if you have any questions regarding its terms. To confirm VMS's agreement to the terms set forth herein, please have an authorized representative countersign this letter in the space provided below and return a signed copy to the Firm. A signed copy may be returned by hand delivery, U.S. Mail, or electronic transmission (including PDF via email) to Renata Vasquez at rvasquez@calderwoodharkness.com.
If VMS does not return the countersigned letter within fourteen (14) days of the date hereof but continues to direct C&H to perform work on the matter, VMS will be deemed to have accepted these terms as of the date on which such direction was given.
We are grateful for the opportunity to represent Vantage Mobility Systems Corp. in this important matter, and we are committed to providing the highest caliber of legal representation throughout the course of this engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Renata Vasquez
Title: Partner, Labor & Employment
Date: ________
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Vantage Mobility Systems Corp., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understood its terms, and agrees on behalf of Vantage Mobility Systems Corp. to the engagement of Calderwood & Harkness LLP on the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Priya Nandakumar
Title: General Counsel
Date: ________
Enclosures:
Enclosure A: C&H 2025 Standard Rate Card (Summary of Hourly Rates by Timekeeper Level)
Enclosure B: Litigation Hold Memorandum dated August 5, 2025 (Copy for Reference)
cc: Bernard Crawford, Billing Partner, Calderwood & Harkness LLP (via internal distribution)
Timekeeper | Position | 2025 Hourly Rate
Renata Vasquez | Partner | $1,150
Bernard Crawford | Partner | $1,150
James Underwood | Senior Associate | $825
Devon Archer | Associate | $675
Paralegals / Litigation Support Specialists | — | Per C&H 2025 Standard Rate Card (Enclosure A)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

VANTAGE MOBILITY SYSTEMS CORP.

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