1007-00004 · Nakamura Lozano & Pratt LLP · Expert Engagement

expert-retention-letter-proulx.docx DOCUMENT Finance & Banking

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PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

August 27, 2025

VIA ELECTRONIC MAIL AND FIRST CLASS MAIL

Dr. Kenneth Proulx, Ph.D. Veltrano Analytics LLC 155 South Lake Avenue, Suite 800 Pasadena, California 91101

Re: Retention as Testifying Expert — 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

Calderwood & Harkness LLP Matter No. 1007-00004

Dear Dr. Proulx:

Thank you for meeting with me and members of our litigation team on August 21, 2025 to discuss your potential engagement as a testifying expert in the above-referenced matter. We were impressed by your qualifications, your extensive experience in the statistical analysis of employment data, and your prior testimony in California wage-and-hour class actions. This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") proposes to retain you and Veltrano Analytics LLC ("Veltrano") as our testifying expert in this litigation. We ask that you review these terms carefully and, if acceptable, execute and return a copy of this letter as indicated in Section 12 below.

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. ("Vantage" or "VMS"), a Delaware corporation with its principal place of business located at 4200 Industrial Parkway, Auburn Hills, Michigan 48326. Vantage is registered to do business in the State of California and operates manufacturing facilities in the state, including the facility at issue in this litigation.

Vantage is the defendant in a putative wage-and-hour class action styled 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, filed on August 1, 2025 in the Superior Court of California, County of San Bernardino (the "Action" or "Litigation"). The Action was filed as a combined class action and representative action under the California Private Attorneys General Act ("PAGA").

The named plaintiff, Gloria Reyes ("Plaintiff"), is a former Production Associate (Trim Line B) at Vantage's manufacturing plant located at 11780 Cherry Avenue, Fontana, California 92337 (the "Fontana Plant"). According to Vantage's employment records, Plaintiff was employed at the Fontana Plant from approximately March 12, 2021 through January 19, 2025. During her tenure, Plaintiff was assigned to the second production shift (2:00 PM – 10:30 PM) and, at the time of her separation, was earning an hourly wage of $22.75 per hour. Plaintiff was classified as a non-exempt hourly employee throughout her employment.

The Complaint alleges that Vantage systematically failed to provide compliant meal and rest periods to approximately 1,450 non-exempt hourly production employees at the Fontana Plant on an ongoing basis. The proposed class encompasses not only current employees but also former employees who worked at the Fontana Plant during the putative four-year class period (August 4, 2021 through the date of trial), which Vantage's Human Resources department estimates includes approximately 3,550 unique individuals given the facility's substantial workforce turnover.

Plaintiff is represented by the law firm of Nakamura Lozano & Pratt LLP, 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. The attorneys primarily handling the matter for Plaintiff are Victor Lozano, Partner, and Michelle Tran, Associate.

The Firm's engagement team for the Vantage matter is as follows:

• Renata Vasquez, Partner, Labor & Employment Practice Group — Responsible Partner and primary contact for this engagement

• Bernard Crawford, Partner — Billing Partner

• James Underwood, Associate — Lead Associate

• Devon Archer, Associate — Working Associate

The purpose of this retention is to engage you, Dr. Proulx, as a testifying expert in the fields of statistical analysis and econometrics, to support Vantage's defense at all phases of the Action. This includes, without limitation, providing expert analysis, declarations, and reports in connection with Vantage's opposition to class certification and, should the matter proceed to later stages of litigation, at trial. Your engagement as a testifying expert is being undertaken at the direction of counsel and in anticipation of litigation, and many of the communications, analyses, and work product generated in connection with this engagement will be protected by the attorney-client privilege and/or the attorney work product doctrine.

2. Background and Summary of Claims

To provide context for the scope of the engagement described in Section 3 below, the following is a summary of the material claims and factual allegations asserted in the Complaint.

2(a). Causes of Action

The Complaint asserts seven causes of action against Vantage:

1. Meal Period Violations — Failure to provide timely, compliant, uninterrupted, off-duty meal periods of not less than 30 minutes, in violation of California Labor Code Sections 226.7 and 512;

2. Rest Period Violations — Failure to authorize and permit paid 10-minute rest breaks for every four hours worked (or major fraction thereof), in violation of California Labor Code Section 226.7;

3. Unpaid Wages — Failure to pay all wages owed, including premium pay for missed or non-compliant meal and rest periods, in violation of California Labor Code Sections 204 and 1194;

4. Inaccurate Wage Statements — Failure to furnish accurate, itemized wage statements reflecting all hours worked and all wages earned, in violation of California Labor Code Section 226;

5. Waiting Time Penalties — Willful failure to timely pay all wages due upon separation from employment, in violation of California Labor Code Section 203;

6. Unfair Business Practices — Unlawful, unfair, and/or fraudulent business practices arising from the alleged Labor Code violations, in violation of California Business and Professions Code Section 17200 et seq.; and

7. PAGA Penalties — Civil penalties for the foregoing Labor Code violations brought in a representative capacity on behalf of the State of California, pursuant to the Private Attorneys General Act, California Labor Code Section 2698 et seq.

2(b). Central Factual Allegations

The central factual predicate of the Complaint is Vantage's use of an automatic 30-minute meal period deduction feature in its electronic timekeeping system, ApexTime 6.2, provided and maintained by Apex Workforce Solutions, Inc. ("Apex"). Plaintiff alleges that from January 2020 through approximately March 15, 2024, the ApexTime system was configured to automatically deduct 30 minutes from each employee's recorded daily hours for the scheduled meal period, regardless of whether the employee actually received, took, or was relieved of duty for a full 30-minute off-duty meal break. Plaintiff contends that this auto-deduction feature resulted in the systematic under-recording and non-payment of time worked by employees who worked through their meal periods in whole or in part, or who were called back to duty before the conclusion of the meal break.

In addition, the Complaint alleges that during periods of heightened production demand — referred to internally at the Fontana Plant as "surge" production periods — rest breaks of the required 10-minute duration were shortened, delayed, or denied entirely. Plaintiff further alleges that Vantage maintained a time-rounding policy whereby clock-in and clock-out punches were rounded to the nearest six-minute increment (i.e., 0.1-hour), and that this rounding policy systematically shaved compensable working time from employees' recorded hours, resulting in underpayment of regular and overtime wages.

2(c). Remedial Measures

Vantage discontinued the automatic meal period deduction feature in the ApexTime system on March 15, 2024, and implemented a manual clock-out / clock-in procedure for all meal periods at the Fontana Plant. Employees are now required to affirmatively clock out at the beginning of a meal period and clock back in at its conclusion. This remedial measure was memorialized in a corrective action memorandum dated March 10, 2024 issued by Vantage's Human Resources department.

2(d). Fontana Plant Operations

The Fontana Plant operates two principal production shifts:

• First Shift: 5:00 AM – 1:30 PM, with a scheduled meal period beginning at approximately 9:00 AM

• Second Shift: 2:00 PM – 10:30 PM, with a scheduled meal period beginning at approximately 6:00 PM

During overtime and surge production periods, shifts are frequently extended to 12 hours, which triggers the requirement for a second meal period (for shifts exceeding 10 hours) and a third rest break under California law.

The Fontana Plant operates six production lines: Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/QC. Each line has its own shift supervisor and line lead, and the production workflow, timing, and operational constraints vary materially from line to line.

2(e). Proposed Class and Exposure

The proposed class is defined as: all current and former non-exempt hourly employees who worked at the Vantage Mobility Systems Corp. Fontana Plant, located at 11780 Cherry Avenue, Fontana, California 92337, at any time during the period from August 4, 2021 through the date of trial. Based on headcount and turnover data maintained by Vantage's Human Resources department, the estimated class size is approximately 3,550 unique individuals. The Fontana Plant employed an average of approximately 1,450 non-exempt hourly employees per month during the class period, with an annual turnover rate of approximately 38%.

Plaintiff's counsel has not yet filed a motion for class certification. Based on our assessment of the case timeline and discovery schedule, Plaintiff's motion for class certification is anticipated in the first quarter of 2026.

The Firm has estimated Vantage's aggregate maximum theoretical exposure — assuming certification, liability, and full damages on all claims — to be in excess of $65 million. The Firm's realistic assessment of the settlement range, assuming the case survives class certification, is approximately $8.5 million to $18.7 million, with a midpoint of approximately $13.6 million. These exposure estimates may be revised as additional data becomes available and as your expert analysis progresses.

3. Scope of Expert Engagement

The following subsections describe the specific tasks and analyses that you are being retained to perform. The scope described herein reflects our current understanding of the issues in the case; additional assignments may be requested as the litigation develops, subject to the limitations set forth in Section 10 of this letter.

3(a). Statistical Analysis of Time-Punch Data

You will be asked to perform a comprehensive statistical analysis of the ApexTime 6.2 electronic time-punch records for the approximately 3,550 putative class members across the full class period (August 4, 2021 through the present). This analysis will form the foundation of both the class certification and merits phases of Vantage's defense. Specifically, you will be asked to:

(i) Assess the frequency, duration, and patterns of meal period deviations — that is, instances in which employees did not receive a compliant, uninterrupted, off-duty meal period of at least 30 minutes — across the putative class during the class period;

(ii) Assess the frequency and duration of rest break deviations — that is, instances in which the required 10-minute rest breaks were shortened, delayed, or not taken — across the putative class during the class period;

(iii) Analyze whether the automatic meal period deduction policy, as implemented in the ApexTime system from January 2020 through March 15, 2024, resulted in deductions from shifts in which employees were actually working through their scheduled meal periods, as distinguished from shifts in which employees took their meal breaks but did not clock out and clock in through the manual punch system (which was not required under the auto-deduction configuration);

(iv) Conduct a separate analysis of the pre-remediation period (August 4, 2021 through March 15, 2024) and the post-remediation period (March 16, 2024 through the present) to quantify and demonstrate the impact of Vantage's corrective measures, including the transition from auto-deduction to manual clock-out / clock-in for meal periods;

(v) Analyze compliance with second meal period requirements for shifts exceeding 10 hours during overtime and surge production periods, including the frequency of such extended shifts, the percentage of such shifts on which second meal periods were timely provided, and the incidence of valid second meal period waivers;

(vi) Identify and calculate the average hourly wage for non-exempt production employees at the Fontana Plant during the class period, which, based on preliminary payroll data, Vantage estimates to be approximately $21.40 per hour on a weighted-average basis, and assess its relevance and application to premium pay calculations under California Labor Code Section 226.7.

3(b). Individualization / Commonality Analysis

A central element of Vantage's opposition to class certification will be demonstrating that the alleged meal and rest period violations are not susceptible to common proof and instead exhibit significant individualized variation that makes class treatment unmanageable. You will be asked to conduct an individualization and commonality analysis, including but not limited to the following:

(i) Analyze whether alleged meal and rest break violations, if any, are uniform across the putative class or exhibit significant individualized variation based on the employee's production line assignment, shift assignment, job classification, supervisor, and tenure;

(ii) Provide a detailed breakdown of compliance patterns by production line — Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/QC — to determine whether violation rates, if any, vary materially from line to line;

(iii) Provide a detailed breakdown of compliance patterns by shift assignment — first shift versus second shift — and by shift duration — standard 8-hour shifts versus extended 12-hour overtime/surge shifts — to determine whether violation rates, if any, vary materially across shift types;

(iv) Assess whether supervisor-level discretion and individual management practices varied across production lines and shifts in a manner that contributed to differential compliance outcomes, which would further support the argument that individualized inquiry predominates over common questions;

(v) Analyze the frequency and distribution of voluntary meal period waivers executed by employees under California Labor Code Section 512(a), and determine whether waiver utilization varied across different employee subgroups, production lines, or shift assignments;

(vi) Opine on whether a common methodology can be used to calculate damages on a class-wide basis or whether individualized inquiry into each class member's specific work history, time records, break practices, and waiver elections is necessary — a determination that is critical to the class certification analysis under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, and under the manageability and predominance requirements of California Code of Civil Procedure Section 382.

3(c). Rounding Policy Impact Analysis

Plaintiff alleges that Vantage's time-rounding policy systematically resulted in underpayment of compensable time. You will be asked to evaluate this claim through the following analyses:

(i) Evaluate the configuration and operation of the ApexTime 6.2 rounding policy, which rounded all clock-in and clock-out punches to the nearest six-minute increment (0.1-hour), and determine its net impact on employee compensation across the class period;

(ii) Determine whether the rounding policy is facially neutral — that is, whether, over the class period and across the putative class, the rounding of time punches favored neither the employer nor the employee on a net aggregate basis, consistent with the standard articulated in See's Candy Shops, Inc. v. Superior Court (2012) 210 Cal.App.4th 889;

(iii) Perform appropriate statistical testing to determine whether any systematic directional bias exists in the rounding data, including but not limited to analysis of the distribution of rounding adjustments (positive versus negative, by increment size, by shift, and by day of week);

(iv) Compare actual compensated hours to unrounded hours for either a statistically representative sample or the full dataset of time-punch records, and quantify any net over-compensation or under-compensation attributable to the rounding policy.

3(d). Rebuttal of Plaintiff's Expert

Based on the Complaint and initial disclosures, Plaintiff has identified Dr. Anita Bhargava, Ph.D., a labor economist affiliated with Lakeshore Economic Consulting Group, 2120 Oxford Street, Suite 4, Berkeley, California 94704, as her damages expert. You will be asked to:

(i) Review and prepare a comprehensive rebuttal report responding to the damages analysis and opinions of Dr. Bhargava, once her expert report has been produced in discovery or in connection with Plaintiff's class certification motion;

(ii) Address the methodology, factual assumptions, and statistical validity of Dr. Bhargava's aggregate damages calculations, including but not limited to her assumed 65% meal period violation rate and 30% rest period violation rate, which are referenced in the Complaint and which we anticipate will form the basis of her class-wide damages model;

(iii) Identify and critique any methodological deficiencies, unsupported assumptions, or errors in Dr. Bhargava's analysis, including any reliance on sampling methods that fail to account for the individualized variation among putative class members;

(iv) Critique any class-wide damages model proposed by Plaintiff or Dr. Bhargava that purports to calculate aggregate damages without accounting for individualized variation in break practices, voluntary waivers, production line assignments, shift types, and supervisor-level management practices across the putative class.

3(e). Expert Reports and Testimony

You will be asked to prepare the following expert work product and to provide the following testimony in connection with this engagement:

(i) Preparation of an affirmative expert declaration in support of Vantage's opposition to Plaintiff's anticipated motion for class certification, to be filed with the Superior Court of California, County of San Bernardino;

(ii) Preparation of an affirmative expert report for the merits phase of the Action, should the case proceed past class certification, setting forth your opinions, analysis, methodology, and conclusions on the matters described in Sections 3(a) through 3(c) above;

(iii) Preparation of a rebuttal expert report responding to Dr. Bhargava's expert report, as described in Section 3(d) above, within the timeline established by the court's scheduling order;

(iv) Availability for deposition by Plaintiff's counsel, Nakamura Lozano & Pratt LLP, at a mutually convenient time and location, as required by the court's discovery schedule;

(v) Availability for live testimony at the class certification hearing, trial, or any other proceedings as may be required by the court or reasonably requested by Vantage's defense team.

4. Data and Materials to Be Provided

To facilitate the analyses described in Section 3, Calderwood & Harkness LLP will arrange for the following data and materials to be made available to you. We anticipate that the initial production of data will occur within approximately two to three weeks of the execution of this letter, with supplemental materials provided on a rolling basis as they become available through discovery or internal data collection efforts.

(a) ApexTime 6.2 Time-Punch Data. Raw electronic time-punch records for all non-exempt hourly employees at the Fontana Plant for the period August 4, 2021 through the present. These records will be extracted from the ApexTime 6.2 system, either directly from Vantage's information technology department or through a data export coordinated with Apex Workforce Solutions, Inc. The data is expected to include, at minimum, employee identification numbers, clock-in and clock-out times (including rounding adjustments), shift assignments, department/production line codes, and meal period deduction flags.

(b) Payroll Records. Payroll records maintained by Apex Workforce Solutions, Inc. for all non-exempt hourly employees at the Fontana Plant during the class period, including records of gross pay, hours paid (regular and overtime), hourly wage rates, and premium pay entries.

(c) ApexTime Configuration Records. System configuration records for the ApexTime 6.2 timekeeping system showing the auto-deduction settings as applied from January 2020 through March 15, 2024, including the parameters for the automatic 30-minute meal period deduction, and the configuration changes implemented on or about March 15, 2024 in connection with the transition to manual clock-out / clock-in for meal periods.

(d) Production Shift Schedules and Overtime Authorization Logs. Schedules reflecting planned shift assignments (first shift and second shift) for each production line during the class period, along with overtime authorization logs documenting the scheduling and duration of extended shifts and surge production periods.

(e) Employee Handbook. The Vantage Mobility Systems Corp. Employee Handbook applicable to the Fontana Plant (revised June 2022), including Section 4.3 (Meal & Rest Break Policy) and any prior or subsequent versions of the same policies in effect during the class period.

(f) Supervisor Training Materials. Training materials provided to shift supervisors and line leads at the Fontana Plant concerning meal and rest break compliance, including the most recent version last updated in September 2023.

(g) Internal HR Audit Memorandum. Internal audit memorandum dated February 8, 2024, authored by Sandra Olsen, Vice President of Human Resources, summarizing the results of an internal review of meal and rest break compliance at the Fontana Plant. This document is being provided under the protections of the attorney-client privilege and work product doctrine, and its handling is subject to the protocols described in Section 7 of this letter.

(h) Corrective Action Memorandum. Memorandum dated March 10, 2024 documenting Vantage's decision to discontinue the automatic meal period deduction feature in the ApexTime system and to implement manual clock-out / clock-in procedures for all meal periods at the Fontana Plant.

(i) Headcount and Turnover Data. Aggregate headcount data for non-exempt hourly employees at the Fontana Plant during the class period, including monthly employee counts (averaging approximately 1,450 non-exempt hourly employees per month), annual turnover rates (approximately 38%), and the total number of unique individuals employed during the class period (approximately 3,550).

(j) Litigation Materials. Plaintiff's Complaint, any amended complaints, any expert reports or declarations produced by Dr. Bhargava, Plaintiff's class certification motion and supporting papers, discovery responses, and such other litigation materials as may become relevant to your analysis and as they become available during the course of the litigation.

We will supplement the foregoing materials as additional data and documents are identified or produced in discovery. Please note that certain materials described above may be subject to the attorney-client privilege and/or the attorney work product doctrine; the handling of such materials is addressed in Section 7 below.

5. Compensation and Billing Terms

Veltrano Analytics LLC's compensation for services rendered in connection with this engagement shall be as follows:

(a) Expert Consulting, Analysis, and Report Preparation. Dr. Proulx's standard hourly rate for expert consulting, statistical analysis, and the preparation of expert reports and declarations: $__________ per hour. (Please insert Veltrano Analytics' current rate in the space provided, or attach Veltrano's standard rate schedule as an addendum to this letter.)

(b) Testimony. Dr. Proulx's standard hourly rate for testimony, including deposition testimony and trial or hearing testimony: $__________ per hour. (Please insert as above.)

(c) Support Staff. Hourly rates for research analysts and other professional support staff at Veltrano Analytics who may assist Dr. Proulx in connection with this engagement: $__________ per hour. (Please insert applicable rates or attach rate schedule.)

(d) Invoicing. Veltrano Analytics shall submit monthly invoices to Calderwood & Harkness LLP for services rendered and expenses incurred during the preceding calendar month. Invoices should be directed to:

Renata Vasquez, Partner Calderwood & Harkness LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071

Email: rvasquez@calderwoodharkness.com

All invoices should reference Calderwood & Harkness LLP Matter No. 1007-00004 and should contain sufficient detail to identify the work performed, the professional performing the work, the date of service, and the time expended.

(e) Payment Terms. Payment shall be due net thirty (30) days from the date of each invoice.

(f) Out-of-Pocket Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel, printing, data processing, and software licensing costs, shall be reimbursable at cost. Any single expense or category of expenses expected to exceed $2,500 requires advance written approval from Renata Vasquez or her designee prior to being incurred.

(g) Initial Retainer. An initial retainer in the amount of $__ shall be paid to Veltrano Analytics upon execution of this letter. The retainer shall be held in Veltrano's trust or operating account and applied against the final invoices submitted in connection with this engagement. Any unused portion of the retainer shall be refunded within thirty (30) days of the conclusion of the engagement.

Insurance Funding. Please be advised that Vantage's defense costs in this Action, including expert fees and expenses, are being funded in part through Vantage's employment practices liability insurance policy issued by Ridgeway National Insurance Company, Policy No. EPL-VMS-2024-07821. The policy is subject to a $500,000 self-insured retention (which Vantage is responsible for satisfying before coverage attaches) and a $10,000,000 per-occurrence limit. Ridgeway National may require submission of expert invoices for its review as a condition of coverage, and Ridgeway's litigation management guidelines may impose certain requirements or limitations applicable to expert costs. We will provide you with any specific billing guidelines from Ridgeway that may affect the format or content of your invoices. Ridgeway's involvement in cost oversight does not alter the terms of your engagement with Calderwood & Harkness LLP, and any disputes regarding invoice review or payment will be managed by C&H in coordination with Vantage and Ridgeway.

6. Timeline and Deliverables

The following is a preliminary timeline for the principal phases of your engagement. Specific deadlines will be governed by the court's scheduling order and any stipulations between the parties, which we will communicate to you promptly as they are established.

Phase 1 — Preliminary Data Review and Analysis. Upon receipt of the ApexTime 6.2 data and associated payroll records, you will conduct an initial statistical review and analysis of the time-punch data and prepare a preliminary findings memorandum summarizing your initial observations, methodology, and key results. This preliminary memorandum will be used by the C&H litigation team in preparing Vantage's opposition to class certification. Target completion: approximately eight (8) to ten (10) weeks from receipt of the initial data production.

Phase 2 — Class Certification Declaration. You will prepare a formal expert declaration in support of Vantage's opposition to Plaintiff's anticipated motion for class certification. We currently expect Plaintiff's class certification motion to be filed in the first quarter of 2026, with Vantage's opposition due approximately four to six weeks thereafter, depending on the court's scheduling order. We will provide you with specific deadlines as they are established. Your declaration should address the individualization and commonality analyses described in Section 3(b) and such other matters as are relevant to the class certification inquiry.

Phase 3 — Rebuttal Report. Following the production of Dr. Bhargava's expert report, you will prepare a rebuttal expert report addressing the methodology, assumptions, and conclusions of Dr. Bhargava's damages analysis. The rebuttal report must be completed within the timeline established by the court's scheduling order, which will be communicated to you as soon as it is available.

Phase 4 — Deposition and Trial Testimony. You will make yourself available for deposition by Plaintiff's counsel and for live testimony at the class certification hearing, trial, or other proceedings, as scheduled by the court. We will coordinate scheduling with you well in advance of any testimony dates.

Ongoing Communications and Status Updates. Throughout the engagement, you are asked to provide regular status updates to James Underwood, Lead Associate, and Devon Archer, Working Associate, at Calderwood & Harkness LLP. Copies of significant status updates or communications should be provided to Renata Vasquez as needed or as she may request. Contact information for the engagement team is provided at the conclusion of this letter.

7. Confidentiality and Privilege Protocols

The following protocols shall govern the treatment of confidential, privileged, and protected materials and information in connection with this engagement.

7.1 Confidentiality. All materials, data, documents, communications, analyses, drafts, and work product provided to you or generated by you in connection with this engagement are confidential. You shall not disclose any such materials or information to any third party — including other clients, colleagues not directly involved in this engagement, academic collaborators, or any other person or entity — without the prior written consent of Calderwood & Harkness LLP. This obligation of confidentiality shall survive the termination or conclusion of the engagement.

7.2 Attorney-Client Privilege and Work Product. Certain materials provided to you in connection with this engagement are protected by the attorney-client privilege and/or constitute attorney work product prepared in anticipation of litigation. These protections include, without limitation, communications between counsel and Vantage, internal legal analyses and memoranda, and certain internal corporate documents (including the February 8, 2024 HR audit memorandum authored by Sandra Olsen, VP of Human Resources) that are being provided to you under the protection of the common-interest doctrine and/or as work product generated at the direction of counsel.

7.3 Handling of Privileged Materials. All draft reports, preliminary analyses, working notes, and communications between you and counsel are attorney work product and should be marked "PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT" accordingly. You acknowledge that certain documents provided to you — specifically including, but not limited to, the February 8, 2024 HR audit memorandum — are being provided under privilege and must be treated with particular care. Such privileged documents must not be referenced, cited, quoted, or discussed in any expert report, declaration, or other document that may be filed with the court or disclosed to opposing counsel, unless you have received specific, prior written authorization from Renata Vasquez or another C&H attorney on the engagement team to do so.

7.4 Data Security. You shall maintain all documents and data provided to you in a secure environment. All electronic data shall be stored on encrypted, password-protected computer systems with access limited to you and Veltrano Analytics personnel directly involved in the engagement. Physical documents, if any, shall be maintained in a locked, secure location. You shall implement reasonable administrative, technical, and physical safeguards to prevent unauthorized access, disclosure, alteration, or destruction of engagement materials.

7.5 Return or Destruction of Materials. Upon the conclusion of the engagement, whether by completion, termination, or resolution of the litigation, all materials provided to you by C&H or generated by you in connection with the engagement shall be returned to Calderwood & Harkness LLP or, at counsel's direction, securely destroyed. You shall provide written confirmation to C&H of the return or destruction of all materials within thirty (30) days of receiving counsel's direction. This includes all electronic copies, backups, working files, and derivative data sets.

8. Independence and Conflicts

8.1 No Prior Relationships. By executing this letter, Dr. Proulx confirms that, to the best of his knowledge, he has no prior personal, professional, financial, or consulting relationship with any party to this litigation, including without limitation:

• Vantage Mobility Systems Corp.

• Ashgrove Equity Partners Industrial Partners, LP (Vantage's private equity sponsor)

• Gloria Reyes (named plaintiff)

• Nakamura Lozano & Pratt LLP (plaintiff's counsel)

• Dr. Anita Bhargava, Ph.D. and/or Lakeshore Economic Consulting Group (plaintiff's damages expert)

8.2 No Financial Interest. Dr. Proulx further confirms that neither he nor Veltrano Analytics LLC has any financial interest, direct or indirect, in the outcome of this litigation, and that his compensation is not contingent upon the substance of his opinions or the outcome of the case.

8.3 Independence of Opinions. Dr. Proulx's expert opinions will be based solely on his independent analysis of the data and materials provided to him and on his professional expertise, training, and experience in the fields of statistics and econometrics. While Dr. Proulx will work collaboratively with the C&H engagement team to understand the factual and legal context of the case, his ultimate opinions and conclusions will be his own and will reflect his independent professional judgment.

8.4 Compliance with Expert Testimony Rules. Dr. Proulx will comply with all applicable rules, statutes, and ethical standards governing expert testimony in California state courts, including but not limited to California Code of Civil Procedure Sections 2034.210 through 2034.310, which govern the designation, exchange, and deposition of expert witnesses, and any applicable local rules of the Superior Court of California, County of San Bernardino.

9. Termination

9.1 Termination by Either Party. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered by email and first-class mail to the addresses set forth in this letter.

9.2 Immediate Termination by Counsel. Notwithstanding the foregoing, Calderwood & Harkness LLP reserves the right to terminate this engagement immediately and without advance notice in the event that: (a) a conflict of interest is identified that would compromise Dr. Proulx's independence or the integrity of his testimony; (b) the Action is resolved by settlement, dismissal, or judgment prior to the completion of your work; or (c) Vantage's defense strategy or the posture of the case changes in a manner that renders continued expert engagement unnecessary or inadvisable.

9.3 Compensation Upon Termination. Upon termination of this engagement for any reason, Dr. Proulx and Veltrano Analytics shall be entitled to compensation for all work performed and expenses incurred through the effective date of termination, in accordance with the billing terms set forth in Section 5. A final invoice shall be submitted within thirty (30) days of the termination date.

9.4 Return of Materials. Upon termination, Dr. Proulx shall return or destroy all materials as set forth in Section 7.5 of this letter.

9.5 Surviving Obligations. Termination of this engagement does not relieve Dr. Proulx or Veltrano Analytics of their ongoing obligations of confidentiality as set forth in Section 7, which shall survive in perpetuity, nor does it relieve Dr. Proulx of any obligation to comply with court orders, subpoenas, or other legal process that may require his testimony or production of documents related to the engagement.

10. Limitation of Engagement

10.1 Scope. This engagement is limited to the specific tasks and analyses described in Section 3 of this letter. Any expansion or modification of the scope of the engagement — including the addition of new analytical tasks, the analysis of additional data sets not contemplated herein, or the extension of the engagement to related litigation or proceedings — requires the prior written agreement of both parties.

10.2 Independent Contractor Status. Dr. Proulx is retained as an independent expert and independent contractor. He is not an employee, agent, partner, or joint venturer of Calderwood & Harkness LLP or Vantage Mobility Systems Corp. Dr. Proulx shall be solely responsible for all taxes, insurance, and other obligations arising from his status as an independent contractor.

10.3 No Attorney-Client Relationship. Nothing in this letter creates, or shall be construed to create, an attorney-client relationship between Dr. Proulx (or Veltrano Analytics LLC) and any party to the litigation, including Vantage Mobility Systems Corp. Dr. Proulx's engagement is with Calderwood & Harkness LLP as counsel for Vantage, and all communications and directions relating to this engagement shall flow through C&H.

11. Governing Law

This engagement letter, and any disputes arising out of or relating to the terms and conditions hereof, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

12. Acceptance

If the foregoing terms are acceptable, please indicate your acceptance by signing and dating this letter in the space provided below and returning an executed copy to my attention at Calderwood & Harkness LLP, 633 West Fifth Street, Suite 4400, Los Angeles, California 90071, or by email to rvasquez@calderwoodharkness.com. A scanned or electronically signed copy shall be deemed an original for all purposes.

We look forward to working with you on this matter and are confident that your expertise will be invaluable to Vantage's defense.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Renata Vasquez

Title: Partner, Labor & Employment Practice Group

Date: ________

ACCEPTED AND AGREED:

VELTRANO ANALYTICS LLC

By: ________

Name: Dr. Kenneth Proulx, Ph.D.

Title: Managing Principal

Date: ________

Enclosures:

1. Complaint, 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 (filed August 1, 2025)

2. Ridgeway National Insurance Company — Reservation of Rights Letter dated August 18, 2025 (provided for reference regarding billing and cost management protocols only; not for distribution)

Contact Information for Day-to-Day Coordination:

Please direct all questions, correspondence, and deliverables in the first instance to Renata Vasquez. Day-to-day coordination of data production, document review, and status updates should be conducted with James Underwood and Devon Archer.

Team Member	Role	Email	Direct Line
Renata Vasquez	Responsible Partner	rvasquez@calderwoodharkness.com	(213) 555-7214
Bernard Crawford	Billing Partner	bcrawford@calderwoodharkness.com	(213) 555-7238
James Underwood	Lead Associate	junderwood@calderwoodharkness.com	(213) 555-7291
Devon Archer	Working Associate	darcher@calderwoodharkness.com	(213) 555-7305

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
August 27, 2025
VIA ELECTRONIC MAIL AND FIRST CLASS MAIL
Dr. Kenneth Proulx, Ph.D. Veltrano Analytics LLC 155 South Lake Avenue, Suite 800 Pasadena, California 91101
Re: Retention as Testifying Expert — 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
Calderwood & Harkness LLP Matter No. 1007-00004
Dear Dr. Proulx:
Thank you for meeting with me and members of our litigation team on August 21, 2025 to discuss your potential engagement as a testifying expert in the above-referenced matter. We were impressed by your qualifications, your extensive experience in the statistical analysis of employment data, and your prior testimony in California wage-and-hour class actions. This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") proposes to retain you and Veltrano Analytics LLC ("Veltrano") as our testifying expert in this litigation. We ask that you review these terms carefully and, if acceptable, execute and return a copy of this letter as indicated in Section 12 below.
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. ("Vantage" or "VMS"), a Delaware corporation with its principal place of business located at 4200 Industrial Parkway, Auburn Hills, Michigan 48326. Vantage is registered to do business in the State of California and operates manufacturing facilities in the state, including the facility at issue in this litigation.
Vantage is the defendant in a putative wage-and-hour class action styled 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, filed on August 1, 2025 in the Superior Court of California, County of San Bernardino (the "Action" or "Litigation"). The Action was filed as a combined class action and representative action under the California Private Attorneys General Act ("PAGA").
The named plaintiff, Gloria Reyes ("Plaintiff"), is a former Production Associate (Trim Line B) at Vantage's manufacturing plant located at 11780 Cherry Avenue, Fontana, California 92337 (the "Fontana Plant"). According to Vantage's employment records, Plaintiff was employed at the Fontana Plant from approximately March 12, 2021 through January 19, 2025. During her tenure, Plaintiff was assigned to the second production shift (2:00 PM – 10:30 PM) and, at the time of her separation, was earning an hourly wage of $22.75 per hour. Plaintiff was classified as a non-exempt hourly employee throughout her employment.
The Complaint alleges that Vantage systematically failed to provide compliant meal and rest periods to approximately 1,450 non-exempt hourly production employees at the Fontana Plant on an ongoing basis. The proposed class encompasses not only current employees but also former employees who worked at the Fontana Plant during the putative four-year class period (August 4, 2021 through the date of trial), which Vantage's Human Resources department estimates includes approximately 3,550 unique individuals given the facility's substantial workforce turnover.
Plaintiff is represented by the law firm of Nakamura Lozano & Pratt LLP, 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. The attorneys primarily handling the matter for Plaintiff are Victor Lozano, Partner, and Michelle Tran, Associate.
The Firm's engagement team for the Vantage matter is as follows:
•  Renata Vasquez, Partner, Labor & Employment Practice Group — Responsible Partner and primary contact for this engagement
•  Bernard Crawford, Partner — Billing Partner
•  James Underwood, Associate — Lead Associate
•  Devon Archer, Associate — Working Associate
The purpose of this retention is to engage you, Dr. Proulx, as a testifying expert in the fields of statistical analysis and econometrics, to support Vantage's defense at all phases of the Action. This includes, without limitation, providing expert analysis, declarations, and reports in connection with Vantage's opposition to class certification and, should the matter proceed to later stages of litigation, at trial. Your engagement as a testifying expert is being undertaken at the direction of counsel and in anticipation of litigation, and many of the communications, analyses, and work product generated in connection with this engagement will be protected by the attorney-client privilege and/or the attorney work product doctrine.
2. Background and Summary of Claims
To provide context for the scope of the engagement described in Section 3 below, the following is a summary of the material claims and factual allegations asserted in the Complaint.
2(a). Causes of Action
The Complaint asserts seven causes of action against Vantage:
1.  Meal Period Violations — Failure to provide timely, compliant, uninterrupted, off-duty meal periods of not less than 30 minutes, in violation of California Labor Code Sections 226.7 and 512;
2.  Rest Period Violations — Failure to authorize and permit paid 10-minute rest breaks for every four hours worked (or major fraction thereof), in violation of California Labor Code Section 226.7;
3.  Unpaid Wages — Failure to pay all wages owed, including premium pay for missed or non-compliant meal and rest periods, in violation of California Labor Code Sections 204 and 1194;
4.  Inaccurate Wage Statements — Failure to furnish accurate, itemized wage statements reflecting all hours worked and all wages earned, in violation of California Labor Code Section 226;
5.  Waiting Time Penalties — Willful failure to timely pay all wages due upon separation from employment, in violation of California Labor Code Section 203;
6.  Unfair Business Practices — Unlawful, unfair, and/or fraudulent business practices arising from the alleged Labor Code violations, in violation of California Business and Professions Code Section 17200 et seq.; and
7.  PAGA Penalties — Civil penalties for the foregoing Labor Code violations brought in a representative capacity on behalf of the State of California, pursuant to the Private Attorneys General Act, California Labor Code Section 2698 et seq.
2(b). Central Factual Allegations
The central factual predicate of the Complaint is Vantage's use of an automatic 30-minute meal period deduction feature in its electronic timekeeping system, ApexTime 6.2, provided and maintained by Apex Workforce Solutions, Inc. ("Apex"). Plaintiff alleges that from January 2020 through approximately March 15, 2024, the ApexTime system was configured to automatically deduct 30 minutes from each employee's recorded daily hours for the scheduled meal period, regardless of whether the employee actually received, took, or was relieved of duty for a full 30-minute off-duty meal break. Plaintiff contends that this auto-deduction feature resulted in the systematic under-recording and non-payment of time worked by employees who worked through their meal periods in whole or in part, or who were called back to duty before the conclusion of the meal break.
In addition, the Complaint alleges that during periods of heightened production demand — referred to internally at the Fontana Plant as "surge" production periods — rest breaks of the required 10-minute duration were shortened, delayed, or denied entirely. Plaintiff further alleges that Vantage maintained a time-rounding policy whereby clock-in and clock-out punches were rounded to the nearest six-minute increment (i.e., 0.1-hour), and that this rounding policy systematically shaved compensable working time from employees' recorded hours, resulting in underpayment of regular and overtime wages.
2(c). Remedial Measures
Vantage discontinued the automatic meal period deduction feature in the ApexTime system on March 15, 2024, and implemented a manual clock-out / clock-in procedure for all meal periods at the Fontana Plant. Employees are now required to affirmatively clock out at the beginning of a meal period and clock back in at its conclusion. This remedial measure was memorialized in a corrective action memorandum dated March 10, 2024 issued by Vantage's Human Resources department.
2(d). Fontana Plant Operations
The Fontana Plant operates two principal production shifts:
•  First Shift: 5:00 AM – 1:30 PM, with a scheduled meal period beginning at approximately 9:00 AM
•  Second Shift: 2:00 PM – 10:30 PM, with a scheduled meal period beginning at approximately 6:00 PM
During overtime and surge production periods, shifts are frequently extended to 12 hours, which triggers the requirement for a second meal period (for shifts exceeding 10 hours) and a third rest break under California law.
The Fontana Plant operates six production lines: Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/QC. Each line has its own shift supervisor and line lead, and the production workflow, timing, and operational constraints vary materially from line to line.
2(e). Proposed Class and Exposure
The proposed class is defined as: all current and former non-exempt hourly employees who worked at the Vantage Mobility Systems Corp. Fontana Plant, located at 11780 Cherry Avenue, Fontana, California 92337, at any time during the period from August 4, 2021 through the date of trial. Based on headcount and turnover data maintained by Vantage's Human Resources department, the estimated class size is approximately 3,550 unique individuals. The Fontana Plant employed an average of approximately 1,450 non-exempt hourly employees per month during the class period, with an annual turnover rate of approximately 38%.
Plaintiff's counsel has not yet filed a motion for class certification. Based on our assessment of the case timeline and discovery schedule, Plaintiff's motion for class certification is anticipated in the first quarter of 2026.
The Firm has estimated Vantage's aggregate maximum theoretical exposure — assuming certification, liability, and full damages on all claims — to be in excess of $65 million. The Firm's realistic assessment of the settlement range, assuming the case survives class certification, is approximately $8.5 million to $18.7 million, with a midpoint of approximately $13.6 million. These exposure estimates may be revised as additional data becomes available and as your expert analysis progresses.
3. Scope of Expert Engagement
The following subsections describe the specific tasks and analyses that you are being retained to perform. The scope described herein reflects our current understanding of the issues in the case; additional assignments may be requested as the litigation develops, subject to the limitations set forth in Section 10 of this letter.
3(a). Statistical Analysis of Time-Punch Data
You will be asked to perform a comprehensive statistical analysis of the ApexTime 6.2 electronic time-punch records for the approximately 3,550 putative class members across the full class period (August 4, 2021 through the present). This analysis will form the foundation of both the class certification and merits phases of Vantage's defense. Specifically, you will be asked to:
(i) Assess the frequency, duration, and patterns of meal period deviations — that is, instances in which employees did not receive a compliant, uninterrupted, off-duty meal period of at least 30 minutes — across the putative class during the class period;
(ii) Assess the frequency and duration of rest break deviations — that is, instances in which the required 10-minute rest breaks were shortened, delayed, or not taken — across the putative class during the class period;
(iii) Analyze whether the automatic meal period deduction policy, as implemented in the ApexTime system from January 2020 through March 15, 2024, resulted in deductions from shifts in which employees were actually working through their scheduled meal periods, as distinguished from shifts in which employees took their meal breaks but did not clock out and clock in through the manual punch system (which was not required under the auto-deduction configuration);
(iv) Conduct a separate analysis of the pre-remediation period (August 4, 2021 through March 15, 2024) and the post-remediation period (March 16, 2024 through the present) to quantify and demonstrate the impact of Vantage's corrective measures, including the transition from auto-deduction to manual clock-out / clock-in for meal periods;
(v) Analyze compliance with second meal period requirements for shifts exceeding 10 hours during overtime and surge production periods, including the frequency of such extended shifts, the percentage of such shifts on which second meal periods were timely provided, and the incidence of valid second meal period waivers;
(vi) Identify and calculate the average hourly wage for non-exempt production employees at the Fontana Plant during the class period, which, based on preliminary payroll data, Vantage estimates to be approximately $21.40 per hour on a weighted-average basis, and assess its relevance and application to premium pay calculations under California Labor Code Section 226.7.
3(b). Individualization / Commonality Analysis
A central element of Vantage's opposition to class certification will be demonstrating that the alleged meal and rest period violations are not susceptible to common proof and instead exhibit significant individualized variation that makes class treatment unmanageable. You will be asked to conduct an individualization and commonality analysis, including but not limited to the following:
(i) Analyze whether alleged meal and rest break violations, if any, are uniform across the putative class or exhibit significant individualized variation based on the employee's production line assignment, shift assignment, job classification, supervisor, and tenure;
(ii) Provide a detailed breakdown of compliance patterns by production line — Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/QC — to determine whether violation rates, if any, vary materially from line to line;
(iii) Provide a detailed breakdown of compliance patterns by shift assignment — first shift versus second shift — and by shift duration — standard 8-hour shifts versus extended 12-hour overtime/surge shifts — to determine whether violation rates, if any, vary materially across shift types;
(iv) Assess whether supervisor-level discretion and individual management practices varied across production lines and shifts in a manner that contributed to differential compliance outcomes, which would further support the argument that individualized inquiry predominates over common questions;
(v) Analyze the frequency and distribution of voluntary meal period waivers executed by employees under California Labor Code Section 512(a), and determine whether waiver utilization varied across different employee subgroups, production lines, or shift assignments;
(vi) Opine on whether a common methodology can be used to calculate damages on a class-wide basis or whether individualized inquiry into each class member's specific work history, time records, break practices, and waiver elections is necessary — a determination that is critical to the class certification analysis under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, and under the manageability and predominance requirements of California Code of Civil Procedure Section 382.
3(c). Rounding Policy Impact Analysis
Plaintiff alleges that Vantage's time-rounding policy systematically resulted in underpayment of compensable time. You will be asked to evaluate this claim through the following analyses:
(i) Evaluate the configuration and operation of the ApexTime 6.2 rounding policy, which rounded all clock-in and clock-out punches to the nearest six-minute increment (0.1-hour), and determine its net impact on employee compensation across the class period;
(ii) Determine whether the rounding policy is facially neutral — that is, whether, over the class period and across the putative class, the rounding of time punches favored neither the employer nor the employee on a net aggregate basis, consistent with the standard articulated in See's Candy Shops, Inc. v. Superior Court (2012) 210 Cal.App.4th 889;
(iii) Perform appropriate statistical testing to determine whether any systematic directional bias exists in the rounding data, including but not limited to analysis of the distribution of rounding adjustments (positive versus negative, by increment size, by shift, and by day of week);
(iv) Compare actual compensated hours to unrounded hours for either a statistically representative sample or the full dataset of time-punch records, and quantify any net over-compensation or under-compensation attributable to the rounding policy.
3(d). Rebuttal of Plaintiff's Expert
Based on the Complaint and initial disclosures, Plaintiff has identified Dr. Anita Bhargava, Ph.D., a labor economist affiliated with Lakeshore Economic Consulting Group, 2120 Oxford Street, Suite 4, Berkeley, California 94704, as her damages expert. You will be asked to:
(i) Review and prepare a comprehensive rebuttal report responding to the damages analysis and opinions of Dr. Bhargava, once her expert report has been produced in discovery or in connection with Plaintiff's class certification motion;
(ii) Address the methodology, factual assumptions, and statistical validity of Dr. Bhargava's aggregate damages calculations, including but not limited to her assumed 65% meal period violation rate and 30% rest period violation rate, which are referenced in the Complaint and which we anticipate will form the basis of her class-wide damages model;
(iii) Identify and critique any methodological deficiencies, unsupported assumptions, or errors in Dr. Bhargava's analysis, including any reliance on sampling methods that fail to account for the individualized variation among putative class members;
(iv) Critique any class-wide damages model proposed by Plaintiff or Dr. Bhargava that purports to calculate aggregate damages without accounting for individualized variation in break practices, voluntary waivers, production line assignments, shift types, and supervisor-level management practices across the putative class.
3(e). Expert Reports and Testimony
You will be asked to prepare the following expert work product and to provide the following testimony in connection with this engagement:
(i) Preparation of an affirmative expert declaration in support of Vantage's opposition to Plaintiff's anticipated motion for class certification, to be filed with the Superior Court of California, County of San Bernardino;
(ii) Preparation of an affirmative expert report for the merits phase of the Action, should the case proceed past class certification, setting forth your opinions, analysis, methodology, and conclusions on the matters described in Sections 3(a) through 3(c) above;
(iii) Preparation of a rebuttal expert report responding to Dr. Bhargava's expert report, as described in Section 3(d) above, within the timeline established by the court's scheduling order;
(iv) Availability for deposition by Plaintiff's counsel, Nakamura Lozano & Pratt LLP, at a mutually convenient time and location, as required by the court's discovery schedule;
(v) Availability for live testimony at the class certification hearing, trial, or any other proceedings as may be required by the court or reasonably requested by Vantage's defense team.
4. Data and Materials to Be Provided
To facilitate the analyses described in Section 3, Calderwood & Harkness LLP will arrange for the following data and materials to be made available to you. We anticipate that the initial production of data will occur within approximately two to three weeks of the execution of this letter, with supplemental materials provided on a rolling basis as they become available through discovery or internal data collection efforts.
(a) ApexTime 6.2 Time-Punch Data. Raw electronic time-punch records for all non-exempt hourly employees at the Fontana Plant for the period August 4, 2021 through the present. These records will be extracted from the ApexTime 6.2 system, either directly from Vantage's information technology department or through a data export coordinated with Apex Workforce Solutions, Inc. The data is expected to include, at minimum, employee identification numbers, clock-in and clock-out times (including rounding adjustments), shift assignments, department/production line codes, and meal period deduction flags.
(b) Payroll Records. Payroll records maintained by Apex Workforce Solutions, Inc. for all non-exempt hourly employees at the Fontana Plant during the class period, including records of gross pay, hours paid (regular and overtime), hourly wage rates, and premium pay entries.
(c) ApexTime Configuration Records. System configuration records for the ApexTime 6.2 timekeeping system showing the auto-deduction settings as applied from January 2020 through March 15, 2024, including the parameters for the automatic 30-minute meal period deduction, and the configuration changes implemented on or about March 15, 2024 in connection with the transition to manual clock-out / clock-in for meal periods.
(d) Production Shift Schedules and Overtime Authorization Logs. Schedules reflecting planned shift assignments (first shift and second shift) for each production line during the class period, along with overtime authorization logs documenting the scheduling and duration of extended shifts and surge production periods.
(e) Employee Handbook. The Vantage Mobility Systems Corp. Employee Handbook applicable to the Fontana Plant (revised June 2022), including Section 4.3 (Meal & Rest Break Policy) and any prior or subsequent versions of the same policies in effect during the class period.
(f) Supervisor Training Materials. Training materials provided to shift supervisors and line leads at the Fontana Plant concerning meal and rest break compliance, including the most recent version last updated in September 2023.
(g) Internal HR Audit Memorandum. Internal audit memorandum dated February 8, 2024, authored by Sandra Olsen, Vice President of Human Resources, summarizing the results of an internal review of meal and rest break compliance at the Fontana Plant. This document is being provided under the protections of the attorney-client privilege and work product doctrine, and its handling is subject to the protocols described in Section 7 of this letter.
(h) Corrective Action Memorandum. Memorandum dated March 10, 2024 documenting Vantage's decision to discontinue the automatic meal period deduction feature in the ApexTime system and to implement manual clock-out / clock-in procedures for all meal periods at the Fontana Plant.
(i) Headcount and Turnover Data. Aggregate headcount data for non-exempt hourly employees at the Fontana Plant during the class period, including monthly employee counts (averaging approximately 1,450 non-exempt hourly employees per month), annual turnover rates (approximately 38%), and the total number of unique individuals employed during the class period (approximately 3,550).
(j) Litigation Materials. Plaintiff's Complaint, any amended complaints, any expert reports or declarations produced by Dr. Bhargava, Plaintiff's class certification motion and supporting papers, discovery responses, and such other litigation materials as may become relevant to your analysis and as they become available during the course of the litigation.
We will supplement the foregoing materials as additional data and documents are identified or produced in discovery. Please note that certain materials described above may be subject to the attorney-client privilege and/or the attorney work product doctrine; the handling of such materials is addressed in Section 7 below.
5. Compensation and Billing Terms
Veltrano Analytics LLC's compensation for services rendered in connection with this engagement shall be as follows:
(a) Expert Consulting, Analysis, and Report Preparation. Dr. Proulx's standard hourly rate for expert consulting, statistical analysis, and the preparation of expert reports and declarations: $__________ per hour. (Please insert Veltrano Analytics' current rate in the space provided, or attach Veltrano's standard rate schedule as an addendum to this letter.)
(b) Testimony. Dr. Proulx's standard hourly rate for testimony, including deposition testimony and trial or hearing testimony: $__________ per hour. (Please insert as above.)
(c) Support Staff. Hourly rates for research analysts and other professional support staff at Veltrano Analytics who may assist Dr. Proulx in connection with this engagement: $__________ per hour. (Please insert applicable rates or attach rate schedule.)
(d) Invoicing. Veltrano Analytics shall submit monthly invoices to Calderwood & Harkness LLP for services rendered and expenses incurred during the preceding calendar month. Invoices should be directed to:
Renata Vasquez, Partner Calderwood & Harkness LLP 633 West Fifth Street, Suite 4400 Los Angeles, California 90071
Email: rvasquez@calderwoodharkness.com
All invoices should reference Calderwood & Harkness LLP Matter No. 1007-00004 and should contain sufficient detail to identify the work performed, the professional performing the work, the date of service, and the time expended.
(e) Payment Terms. Payment shall be due net thirty (30) days from the date of each invoice.
(f) Out-of-Pocket Expenses. Reasonable out-of-pocket expenses incurred in connection with this engagement, including travel, printing, data processing, and software licensing costs, shall be reimbursable at cost. Any single expense or category of expenses expected to exceed $2,500 requires advance written approval from Renata Vasquez or her designee prior to being incurred.
(g) Initial Retainer. An initial retainer in the amount of $__ shall be paid to Veltrano Analytics upon execution of this letter. The retainer shall be held in Veltrano's trust or operating account and applied against the final invoices submitted in connection with this engagement. Any unused portion of the retainer shall be refunded within thirty (30) days of the conclusion of the engagement.
Insurance Funding. Please be advised that Vantage's defense costs in this Action, including expert fees and expenses, are being funded in part through Vantage's employment practices liability insurance policy issued by Ridgeway National Insurance Company, Policy No. EPL-VMS-2024-07821. The policy is subject to a $500,000 self-insured retention (which Vantage is responsible for satisfying before coverage attaches) and a $10,000,000 per-occurrence limit. Ridgeway National may require submission of expert invoices for its review as a condition of coverage, and Ridgeway's litigation management guidelines may impose certain requirements or limitations applicable to expert costs. We will provide you with any specific billing guidelines from Ridgeway that may affect the format or content of your invoices. Ridgeway's involvement in cost oversight does not alter the terms of your engagement with Calderwood & Harkness LLP, and any disputes regarding invoice review or payment will be managed by C&H in coordination with Vantage and Ridgeway.
6. Timeline and Deliverables
The following is a preliminary timeline for the principal phases of your engagement. Specific deadlines will be governed by the court's scheduling order and any stipulations between the parties, which we will communicate to you promptly as they are established.
Phase 1 — Preliminary Data Review and Analysis. Upon receipt of the ApexTime 6.2 data and associated payroll records, you will conduct an initial statistical review and analysis of the time-punch data and prepare a preliminary findings memorandum summarizing your initial observations, methodology, and key results. This preliminary memorandum will be used by the C&H litigation team in preparing Vantage's opposition to class certification. Target completion: approximately eight (8) to ten (10) weeks from receipt of the initial data production.
Phase 2 — Class Certification Declaration. You will prepare a formal expert declaration in support of Vantage's opposition to Plaintiff's anticipated motion for class certification. We currently expect Plaintiff's class certification motion to be filed in the first quarter of 2026, with Vantage's opposition due approximately four to six weeks thereafter, depending on the court's scheduling order. We will provide you with specific deadlines as they are established. Your declaration should address the individualization and commonality analyses described in Section 3(b) and such other matters as are relevant to the class certification inquiry.
Phase 3 — Rebuttal Report. Following the production of Dr. Bhargava's expert report, you will prepare a rebuttal expert report addressing the methodology, assumptions, and conclusions of Dr. Bhargava's damages analysis. The rebuttal report must be completed within the timeline established by the court's scheduling order, which will be communicated to you as soon as it is available.
Phase 4 — Deposition and Trial Testimony. You will make yourself available for deposition by Plaintiff's counsel and for live testimony at the class certification hearing, trial, or other proceedings, as scheduled by the court. We will coordinate scheduling with you well in advance of any testimony dates.
Ongoing Communications and Status Updates. Throughout the engagement, you are asked to provide regular status updates to James Underwood, Lead Associate, and Devon Archer, Working Associate, at Calderwood & Harkness LLP. Copies of significant status updates or communications should be provided to Renata Vasquez as needed or as she may request. Contact information for the engagement team is provided at the conclusion of this letter.
7. Confidentiality and Privilege Protocols
The following protocols shall govern the treatment of confidential, privileged, and protected materials and information in connection with this engagement.
7.1 Confidentiality. All materials, data, documents, communications, analyses, drafts, and work product provided to you or generated by you in connection with this engagement are confidential. You shall not disclose any such materials or information to any third party — including other clients, colleagues not directly involved in this engagement, academic collaborators, or any other person or entity — without the prior written consent of Calderwood & Harkness LLP. This obligation of confidentiality shall survive the termination or conclusion of the engagement.
7.2 Attorney-Client Privilege and Work Product. Certain materials provided to you in connection with this engagement are protected by the attorney-client privilege and/or constitute attorney work product prepared in anticipation of litigation. These protections include, without limitation, communications between counsel and Vantage, internal legal analyses and memoranda, and certain internal corporate documents (including the February 8, 2024 HR audit memorandum authored by Sandra Olsen, VP of Human Resources) that are being provided to you under the protection of the common-interest doctrine and/or as work product generated at the direction of counsel.
7.3 Handling of Privileged Materials. All draft reports, preliminary analyses, working notes, and communications between you and counsel are attorney work product and should be marked "PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT" accordingly. You acknowledge that certain documents provided to you — specifically including, but not limited to, the February 8, 2024 HR audit memorandum — are being provided under privilege and must be treated with particular care. Such privileged documents must not be referenced, cited, quoted, or discussed in any expert report, declaration, or other document that may be filed with the court or disclosed to opposing counsel, unless you have received specific, prior written authorization from Renata Vasquez or another C&H attorney on the engagement team to do so.
7.4 Data Security. You shall maintain all documents and data provided to you in a secure environment. All electronic data shall be stored on encrypted, password-protected computer systems with access limited to you and Veltrano Analytics personnel directly involved in the engagement. Physical documents, if any, shall be maintained in a locked, secure location. You shall implement reasonable administrative, technical, and physical safeguards to prevent unauthorized access, disclosure, alteration, or destruction of engagement materials.
7.5 Return or Destruction of Materials. Upon the conclusion of the engagement, whether by completion, termination, or resolution of the litigation, all materials provided to you by C&H or generated by you in connection with the engagement shall be returned to Calderwood & Harkness LLP or, at counsel's direction, securely destroyed. You shall provide written confirmation to C&H of the return or destruction of all materials within thirty (30) days of receiving counsel's direction. This includes all electronic copies, backups, working files, and derivative data sets.
8. Independence and Conflicts
8.1 No Prior Relationships. By executing this letter, Dr. Proulx confirms that, to the best of his knowledge, he has no prior personal, professional, financial, or consulting relationship with any party to this litigation, including without limitation:
•  Vantage Mobility Systems Corp.
•  Ashgrove Equity Partners Industrial Partners, LP (Vantage's private equity sponsor)
•  Gloria Reyes (named plaintiff)
•  Nakamura Lozano & Pratt LLP (plaintiff's counsel)
•  Dr. Anita Bhargava, Ph.D. and/or Lakeshore Economic Consulting Group (plaintiff's damages expert)
8.2 No Financial Interest. Dr. Proulx further confirms that neither he nor Veltrano Analytics LLC has any financial interest, direct or indirect, in the outcome of this litigation, and that his compensation is not contingent upon the substance of his opinions or the outcome of the case.
8.3 Independence of Opinions. Dr. Proulx's expert opinions will be based solely on his independent analysis of the data and materials provided to him and on his professional expertise, training, and experience in the fields of statistics and econometrics. While Dr. Proulx will work collaboratively with the C&H engagement team to understand the factual and legal context of the case, his ultimate opinions and conclusions will be his own and will reflect his independent professional judgment.
8.4 Compliance with Expert Testimony Rules. Dr. Proulx will comply with all applicable rules, statutes, and ethical standards governing expert testimony in California state courts, including but not limited to California Code of Civil Procedure Sections 2034.210 through 2034.310, which govern the designation, exchange, and deposition of expert witnesses, and any applicable local rules of the Superior Court of California, County of San Bernardino.
9. Termination
9.1 Termination by Either Party. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered by email and first-class mail to the addresses set forth in this letter.
9.2 Immediate Termination by Counsel. Notwithstanding the foregoing, Calderwood & Harkness LLP reserves the right to terminate this engagement immediately and without advance notice in the event that: (a) a conflict of interest is identified that would compromise Dr. Proulx's independence or the integrity of his testimony; (b) the Action is resolved by settlement, dismissal, or judgment prior to the completion of your work; or (c) Vantage's defense strategy or the posture of the case changes in a manner that renders continued expert engagement unnecessary or inadvisable.
9.3 Compensation Upon Termination. Upon termination of this engagement for any reason, Dr. Proulx and Veltrano Analytics shall be entitled to compensation for all work performed and expenses incurred through the effective date of termination, in accordance with the billing terms set forth in Section 5. A final invoice shall be submitted within thirty (30) days of the termination date.
9.4 Return of Materials. Upon termination, Dr. Proulx shall return or destroy all materials as set forth in Section 7.5 of this letter.
9.5 Surviving Obligations. Termination of this engagement does not relieve Dr. Proulx or Veltrano Analytics of their ongoing obligations of confidentiality as set forth in Section 7, which shall survive in perpetuity, nor does it relieve Dr. Proulx of any obligation to comply with court orders, subpoenas, or other legal process that may require his testimony or production of documents related to the engagement.
10. Limitation of Engagement
10.1 Scope. This engagement is limited to the specific tasks and analyses described in Section 3 of this letter. Any expansion or modification of the scope of the engagement — including the addition of new analytical tasks, the analysis of additional data sets not contemplated herein, or the extension of the engagement to related litigation or proceedings — requires the prior written agreement of both parties.
10.2 Independent Contractor Status. Dr. Proulx is retained as an independent expert and independent contractor. He is not an employee, agent, partner, or joint venturer of Calderwood & Harkness LLP or Vantage Mobility Systems Corp. Dr. Proulx shall be solely responsible for all taxes, insurance, and other obligations arising from his status as an independent contractor.
10.3 No Attorney-Client Relationship. Nothing in this letter creates, or shall be construed to create, an attorney-client relationship between Dr. Proulx (or Veltrano Analytics LLC) and any party to the litigation, including Vantage Mobility Systems Corp. Dr. Proulx's engagement is with Calderwood & Harkness LLP as counsel for Vantage, and all communications and directions relating to this engagement shall flow through C&H.
11. Governing Law
This engagement letter, and any disputes arising out of or relating to the terms and conditions hereof, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
12. Acceptance
If the foregoing terms are acceptable, please indicate your acceptance by signing and dating this letter in the space provided below and returning an executed copy to my attention at Calderwood & Harkness LLP, 633 West Fifth Street, Suite 4400, Los Angeles, California 90071, or by email to rvasquez@calderwoodharkness.com. A scanned or electronically signed copy shall be deemed an original for all purposes.
We look forward to working with you on this matter and are confident that your expertise will be invaluable to Vantage's defense.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Renata Vasquez
Title: Partner, Labor & Employment Practice Group
Date: ________
ACCEPTED AND AGREED:
VELTRANO ANALYTICS LLC
By: ________
Name: Dr. Kenneth Proulx, Ph.D.
Title: Managing Principal
Date: ________
Enclosures:
1.  Complaint, 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 (filed August 1, 2025)
2.  Ridgeway National Insurance Company — Reservation of Rights Letter dated August 18, 2025 (provided for reference regarding billing and cost management protocols only; not for distribution)
Contact Information for Day-to-Day Coordination:
Please direct all questions, correspondence, and deliverables in the first instance to Renata Vasquez. Day-to-day coordination of data production, document review, and status updates should be conducted with James Underwood and Devon Archer.
Team Member | Role | Email | Direct Line
Renata Vasquez | Responsible Partner | rvasquez@calderwoodharkness.com | (213) 555-7214
Bernard Crawford | Billing Partner | bcrawford@calderwoodharkness.com | (213) 555-7238
James Underwood | Lead Associate | junderwood@calderwoodharkness.com | (213) 555-7291
Devon Archer | Working Associate | darcher@calderwoodharkness.com | (213) 555-7305

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

VIA ELECTRONIC MAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

VELTRANO ANALYTICS LLC

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