1007-00008 · Vantage Mobility Systems Corp · Engagement

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MEMORANDUM

CONFIDENTIAL — INTERNAL USE ONLY

TO: Calderwood & Harkness LLP Conflicts Committee

FROM: Bernard Crawford, Responsible Partner; Conrad Ashby, Billing Partner

DATE: June 2022

RE: New Matter Conflict Check — Proposed Representation of Vantage Mobility Systems Corp. in Connection with Embedded Software License Transaction with Meridian Code Technologies, Inc.

Matter No.: 1007-00008

Office: Detroit, MI (600 Renaissance Center, Suite 3200, Detroit, MI 48243)

This memorandum is submitted prior to engagement formalization and execution of the Master Embedded Software License and Services Agreement ("MESLSA"), currently anticipated for June 21, 2022. No substantive legal work has been performed on the matter pending Conflicts Committee clearance.

I. Purpose of Memorandum

This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Vantage Mobility Systems Corp. ("VMS" or "Vantage") in connection with the negotiation, execution, and ongoing advisory work related to a Master Embedded Software License and Services Agreement (the "MESLSA") with Meridian Code Technologies, Inc. ("MeridianCode" or "MCT").

The conflict check was initiated at the request of Bernard Crawford (Responsible Partner) and Conrad Ashby (Billing Partner) and was conducted pursuant to the Firm's standard conflict clearance procedures as set forth in the C&H Conflicts and New Business Intake Policy, as amended effective January 1, 2022 (the "Conflicts Policy"). The check was performed by the Firm's Conflicts Department under the supervision of the undersigned partners and encompasses all parties, related entities, known affiliates, key personnel, and relevant third parties identified in connection with the proposed engagement.

The Conflicts Committee is respectfully asked to review the findings set forth herein and confirm clearance so that the engagement may proceed. As described in greater detail below, the conflict search identified certain matters involving parties related to the engagement; however, upon analysis, none of these matters presents a disqualifying conflict of interest under the Michigan Rules of Professional Conduct, the ABA Model Rules of Professional Conduct, or the Firm's internal Conflicts Policy. Certain prophylactic measures are recommended as conditions of clearance, as described in Section VIII of this memorandum.

II. Description of the Proposed Engagement

A. Client Identification

The proposed client is identified as follows:

Ownership Structure. VMS is a portfolio company of Kestrel Capital Partners, LP ("Ashgrove Equity Partners" or "BCP"), a Delaware limited partnership that serves as the private equity sponsor. Cobalt Ridge Partners GP, LLC, a Delaware limited liability company, serves as the general partner of Ashgrove Equity Partners. Ashgrove Equity Partners acquired VMS in 2019 in a leveraged buyout transaction valued at approximately $380 million. As of the date of this memorandum, Ashgrove Equity Partners's assets under management total approximately $4.8 billion across multiple fund vehicles. Ashgrove Equity Partners is headquartered at 200 Park Avenue South, 22nd Floor, New York, NY 10003. VMS operates as a controlled subsidiary of Ashgrove Equity Partners, and Ashgrove Equity Partners personnel serve in board observer and advisory capacities with respect to VMS operations and strategic transactions, including the proposed MESLSA. As discussed further in Section VII below, Ashgrove Equity Partners is not the proposed client for purposes of this engagement; the client is VMS only.

B. Key Client Personnel

The following individuals have been identified as key VMS personnel relevant to this engagement and have been included in the Firm's conflict search:

Martin G. Cross, VMS's General Counsel, has been designated as the primary client contact and will serve as the principal point of coordination between VMS and the C&H engagement team. Mr. Cross has confirmed VMS's interest in retaining C&H for this matter and has provided the factual background and documentation necessary for the conflict check process. All engagement-related communications will be directed through Mr. Cross unless otherwise agreed.

C. Nature and Scope of Representation

The proposed engagement encompasses advisory and transactional representation of VMS in connection with a proposed $20,000,000 embedded-software license agreement — specifically, the Master Embedded Software License and Services Agreement (the "MESLSA") — to be entered into between VMS, as licensee, and Meridian Code Technologies, Inc., as licensor.

Licensed Product. The software to be licensed under the MESLSA is the ATLAS-RT™ embedded real-time operating system, Version 4.2, developed and marketed by MeridianCode for integration into automotive, aerospace, and industrial applications. VMS intends to integrate the ATLAS-RT™ platform into its next-generation adaptive vehicle platform, internally designated as "Project Argonaut." Project Argonaut is a multi-year development initiative led by VMS's CTO, Dennis J. Whitfield, aimed at producing a new line of wheelchair-accessible vehicles incorporating advanced autonomous driving assist features, adaptive control systems, and enhanced telematics capabilities. The ATLAS-RT™ system will serve as the core embedded operating system for the vehicle's electronic control architecture.

Scope of Legal Services. The proposed scope of representation includes, but is not limited to, the following:

(a) Review, drafting, and negotiation of the MESLSA and all ancillary documents, including but not limited to statements of work, technical exhibits, fee schedules, service level agreements, escrow arrangements for source code, and acceptance testing protocols;

(b) Advisory services regarding intellectual property ownership and licensing matters arising from the integration of the ATLAS-RT™ platform into VMS's proprietary vehicle systems, including analysis of derivative works, joint inventions, and improvements developed during the course of the license;

(c) Analysis of and advisory services regarding VMS's compliance with existing credit facility covenants, specifically the material contract notification covenant set forth in Section 6.12 of VMS's Senior Secured Revolving Credit Facility with Pinnacle National Bank, N.A. (the "Credit Facility"), which requires notification to the administrative agent of any material contract in excess of $5,000,000 — a threshold clearly exceeded by the $20,000,000 MESLSA;

(d) Advisory services regarding potential dispute resolution mechanisms, including negotiation of arbitration provisions and, if necessary, representation of VMS in arbitration proceedings before the Midwest Arbitration Institute ("MAI") under the MAI Commercial Arbitration Rules; and

(e) Such other related legal services as may be requested by VMS in connection with the MESLSA and the Project Argonaut initiative, subject to supplemental conflict checks as may be required by the Firm's Conflicts Policy.

Anticipated Areas of Law. The engagement is expected to draw upon expertise in the following practice areas: technology transactions, intellectual property licensing, commercial contracts, Michigan contract law (the governing law of the MESLSA), credit facility compliance and covenant analysis, and potential commercial arbitration under MAI rules. As noted in Section VI below, the engagement team has been assembled to reflect this multi-disciplinary scope.

Governing Law. The MESLSA will be governed by the laws of the State of Michigan, without regard to conflict of laws principles.

D. Anticipated Fee Arrangement

The proposed fee arrangement is a standard hourly rate engagement, consistent with the Firm's current published rate schedule. The applicable rates are as follows:

Conrad Ashby will serve as the Billing Partner responsible for billing, collections, and client account management. Bernard Crawford will serve as the Responsible Partner with overall supervisory responsibility for the engagement. No alternative fee arrangement, success fee, or contingency component is contemplated at this time. Standard engagement terms regarding payment, retainer, and expense reimbursement will be set forth in the engagement letter, which will be transmitted to VMS upon Conflicts Committee clearance.

III. Identification of Adverse and Related Parties Searched

The following parties were identified in connection with the proposed engagement and searched against the Firm's conflicts database, as described in Section IV below. For each party, the search was conducted using all known names, short names, variants, ticker symbols (where applicable), employer identification numbers, and individual names.

A. Adverse Party / Counterparty

Meridian Code Technologies, Inc. (and all known variants: MeridianCode, MCT, Meridian Code, MCDT)

MeridianCode is the licensor under the proposed MESLSA and the counterparty to VMS in the transaction. As the party on the opposite side of the license negotiation, MeridianCode is classified as an adverse party for purposes of this conflict check.

Key MeridianCode personnel searched:

B. Opposing Counsel

Redstone Whitaker LLP (and all known variants: RW, Redstone, Redstone Whitaker)

Key Redstone Whitaker LLP personnel searched:

C. PE Sponsor / Affiliated Entities

Kestrel Capital Partners, LP (and all known variants: Ashgrove Equity Partners, BCP, Cobalt Ridge Partners)

Key Ashgrove Equity Partners personnel searched:

D. Lender / Financial Institution

Pinnacle National Bank, N.A. (and all known variants: Pinnacle, PNB, Pinnacle National)

Key Pinnacle personnel searched:

Note: As of the date of this memorandum, VMS has approximately $92,000,000 in outstanding borrowings under the Credit Facility. Section 6.12 of the Credit Facility contains a material contract notification covenant requiring VMS to notify Pinnacle, as administrative agent, of any contract with a value in excess of $5,000,000. Given that the MESLSA has a total value of $20,000,000, VMS will be required to provide a notification under Section 6.12, and the C&H engagement team may be called upon to advise VMS on the form, timing, and content of such notification. This lender-notification aspect of the engagement does not involve adversity to Pinnacle but does involve a communication with Pinnacle in its capacity as administrative agent.

E. Auditor. Ashford & Greer, P.C. (and all known variants: A&G, Ashford & Greer, Ashford Greer)

Key Ashford & Greer personnel searched:

F. Technical Consultant (Potential Retention)

Hargrove Technical Consulting, LLC (and all known variants: Hargrove, HTC)

Key Hargrove personnel searched:

G. Insurer. Commonwealth Surety & Insurance Co. (and all known variants: Commonwealth, CS&I, Commonwealth Surety)

Commonwealth provides the Technology Errors & Omissions insurance coverage applicable to VMS's technology operations, including coverage that may be implicated by the ATLAS-RT™ integration under Project Argonaut. The engagement may involve analysis of VMS's rights and obligations under this policy, including potential notice requirements.

H. Registered Agent

Capitol Registered Agents, Inc. (and all known variants: CRA, Capitol Registered)

I. Arbitration Forum

Midwest Arbitration Institute (and all known variants: MAI)

The Midwest Arbitration Institute is an institutional arbitration forum and is not a client, prospective client, or adverse party. It is included in the conflict search as a matter of completeness and best practice.

IV. Conflict Search Methodology

The conflict search was conducted in accordance with the Firm's Conflicts Policy and encompassed the following procedures:

1. Firm Conflicts Database. All entity names, short names, known variants, ticker symbols (where applicable), employer identification numbers, and individual names identified in Section III above were searched against the Firm's proprietary conflicts database, which includes records of all current and former client relationships, adverse party records, and related-party indices maintained by the Firm across all offices. The database includes records from the Firm's inception and is updated on a continuous basis as new matters are opened, closed, or modified.

2. Active Matter Review. The search results were cross-referenced against the Firm's current active matter list and engagement records across all C&H offices, including the Detroit, New York, Chicago, Los Angeles, San Francisco, Washington, D.C., and London offices, to identify any currently active engagements involving any of the searched parties.

3. Subsidiary and Affiliate Search. The search encompassed all known subsidiaries, affiliates, and predecessor entities of each searched party, to the extent such information was available through the Firm's database, publicly available records (including SEC filings for MeridianCode), and information provided by VMS.

4. Financial Interest Disclosures. Given that the adverse party, Meridian Code Technologies, Inc., is publicly traded on the Nasdaq Stock Market under ticker symbol MCDT, the Firm's partner and associate financial interest disclosure records were reviewed to identify any engagement team member or Firm attorney with a personal financial interest in MCDT securities exceeding the Firm's de minimis threshold (currently defined as holdings with a market value in excess of $10,000 or representing more than 0.1% of outstanding shares).

5. Personnel Relationship Review. The engagement team members were individually consulted to confirm whether they have any personal, familial, or prior professional relationships with any individual or entity identified in Section III that could create an actual or apparent conflict of interest.

The search was completed on the date of this memorandum, and the results are reported in Section V below. No limitations or impediments were encountered in the conduct of the search.

V. Results of Conflict Search

The results of the conflict search are reported below, organized by searched party. For each party, the results include a summary of any matters identified, an assessment of whether any identified matter creates a disqualifying conflict, and any recommended conditions or prophylactic measures.

A. Meridian Code Technologies, Inc. (Adverse Party)

No current or former client relationship has been identified between the Firm and Meridian Code Technologies, Inc., or any known subsidiary, affiliate, or predecessor entity of MeridianCode. The Firm has not previously represented MeridianCode in any capacity — transactional, advisory, litigation, or otherwise.

No current or former adverse representations against MeridianCode have been identified in the Firm's records. The Firm has not previously been engaged to represent any client in a matter adverse to MeridianCode.

No partner or associate of the Firm disclosed ownership of MCDT stock or any other financial interest in MeridianCode exceeding the Firm's de minimis threshold. All engagement team members have affirmatively confirmed that they do not hold any MCDT securities or have any other financial interest in MeridianCode.

Assessment: No conflict identified. The Firm is clear to represent VMS in a matter adverse to MeridianCode.

B. Redstone Whitaker LLP (Opposing Counsel)

No current matters have been identified in which Calderwood & Harkness LLP and Redstone Whitaker LLP serve as co-counsel for a common client. The Firm does not presently share any joint representation or co-counsel arrangement with Redstone Whitaker LLP.

One historical matter was identified in which the two firms had involvement: a closed commercial real estate transaction from 2018 in which C&H represented the purchaser and Redstone Whitaker LLP represented the seller in an unrelated acquisition of a retail property portfolio. The matter was closed in 2018 with no ongoing obligations, no continuing confidentiality concerns, and no residual professional relationship between the engagement teams. The subject matter, parties, and facts of that historical transaction bear no relationship whatsoever to the proposed VMS engagement or the MESLSA.

No personal relationships between C&H engagement team members (Crawford, Ashby, Moss, or Liu) and the identified Redstone Whitaker LLP attorneys (Alan M. Briscoe and Natasha C. Ferraro) have been identified that would create an actual or apparent conflict of interest or an appearance of impropriety.

Assessment: No conflict identified. The historical co-involvement in the 2018 real estate transaction does not give rise to any duty, obligation, or relationship that would preclude the Firm from representing VMS in a matter in which Redstone Whitaker LLP represents the counterparty.

C. Kestrel Capital Partners, LP (PE Sponsor)

No current or former client relationship has been identified between the Firm and Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, or any Ashgrove Equity Partners portfolio company, with the sole exception of the proposed VMS engagement that is the subject of this memorandum. The Firm has not previously represented Ashgrove Equity Partners or any Ashgrove Equity Partners-affiliated entity in any capacity.

No adverse representations against Ashgrove Equity Partners or any Ashgrove Equity Partners-affiliated entity have been identified in the Firm's records.

Assessment: No conflict identified. However, the Conflicts Committee should note that VMS is a portfolio company of Ashgrove Equity Partners, and Ashgrove Equity Partners personnel — specifically Katherine "Kate" Drummond, Partner, Portfolio Operations — serve in a board observer capacity at VMS. As discussed more fully in Section VII below, the engagement team must exercise care in managing communications with Ashgrove Equity Partners personnel to ensure that attorney-client privilege is preserved for VMS and that the scope of representation is not inadvertently expanded to encompass Ashgrove Equity Partners. The engagement letter will clearly specify that C&H represents VMS only and that Ashgrove Equity Partners is not a client or co-client.

D. Pinnacle National Bank, N.A. (Lender)

Two current C&H matters have been identified in which Pinnacle National Bank, N.A. is a party:

Matter No. 1007-00008. C&H currently represents a borrower (an entity unrelated to VMS, operating in the hospitality industry) in a loan workout negotiation in which Pinnacle National Bank, N.A. serves as the lead lender. This matter is being handled by attorneys in the Firm's New York office and involves no overlapping facts, parties, legal issues, or confidential information with the proposed VMS engagement. The VMS engagement does not contemplate any loan workout, restructuring, or adversarial proceeding with Pinnacle. The two matters are entirely unrelated in all material respects.

Matter No. 1007-00008. C&H previously represented Pinnacle National Bank, N.A. directly, as outside counsel, in a regulatory compliance advisory matter involving Pinnacle's compliance with certain federal banking regulations. That engagement was completed and the matter was closed in January 2022. No ongoing obligations, continuing advisory relationships, or open work streams remain under that engagement. The Firm's review has confirmed that no confidential information obtained during the course of the Pinnacle regulatory advisory engagement is relevant to, or could be used in connection with, VMS's credit facility, the MESLSA, or any other aspect of the proposed VMS engagement.

Assessment: Neither matter creates a disqualifying conflict of interest. The proposed VMS engagement does not involve adversity to Pinnacle National Bank, N.A. Rather, VMS's interaction with Pinnacle in the context of this engagement will be limited to the provision of covenant-compliance notifications under Section 6.12 of the Credit Facility — a routine borrower obligation that does not implicate any adversarial posture toward the lender. The current engagement team members (Crawford, Ashby, Moss, and Liu) have each been individually confirmed as having had no involvement in either Matter No. 1007-00008 or Matter No. 1007-00008.

Notwithstanding the foregoing assessment, as a prophylactic measure, the Firm should implement an ethical screen to ensure that no attorney who worked on the closed Pinnacle regulatory advisory matter (Matter No. 1007-00008) participates in any aspect of the VMS engagement related to credit facility covenant compliance, lender notifications, or any other interaction with Pinnacle National Bank, N.A. in its capacity as administrative agent under the Credit Facility. This recommendation is discussed further in Section VIII below.

E. Ashford & Greer, P.C. (Auditor)

No current or former client relationship has been identified between the Firm and Ashford & Greer, P.C. The Firm has not previously represented Ashford & Greer in any capacity.

No adverse representations against Ashford & Greer have been identified in the Firm's records. The Firm has not previously been engaged to represent any client in a matter adverse to Ashford & Greer.

Assessment: No conflict identified. The engagement may involve communications with Ashford & Greer regarding audit implications of the MESLSA (for example, in connection with contract classification, capitalization of license fees, or potential write-down scenarios), but such communications would be conducted on behalf of VMS in the ordinary course and do not implicate any adversarial relationship with the auditor.

F. Hargrove Technical Consulting, LLC (Potential Consultant)

No current or former client relationship has been identified between the Firm and Hargrove Technical Consulting, LLC. The Firm has not previously retained Hargrove as a consultant or expert in any matter.

No adverse representations against Hargrove have been identified in the Firm's records.

Assessment: No conflict identified. If Hargrove is retained by C&H on behalf of VMS for the proposed independent technical assessment of the ATLAS-RT™ integration status and derivative works analysis, the retention should be documented pursuant to the Firm's standard expert/consultant retention procedures, and Hargrove should execute an appropriate confidentiality and non-disclosure agreement.

G. Commonwealth Surety & Insurance Co. (Insurer)

One current C&H matter has been identified involving Commonwealth Surety & Insurance Co.:

Matter No. 1007-00008. C&H currently represents a different insured entity (unrelated to VMS, operating in the financial services industry) in a coverage dispute with Commonwealth Surety & Insurance Co. That matter involves a professional liability insurance policy — not a technology errors and omissions policy — and concerns factual and legal issues that are entirely distinct from the VMS engagement. There is no overlap in facts, parties (other than Commonwealth itself), legal theories, or confidential information between the two matters.

Assessment: No disqualifying conflict identified at this time. The proposed VMS engagement may involve analysis of VMS's rights and obligations under Technology Errors & Omissions Policy No. TEO-2022-7891, including potential notice of claim requirements or coverage inquiries relating to the ATLAS-RT™ integration under Project Argonaut. However, the engagement does not presently contemplate any adversarial proceedings against Commonwealth, such as coverage litigation, declaratory judgment actions, or bad faith claims. The VMS engagement team's potential interaction with Commonwealth would be limited to routine policyholder notifications and coverage inquiries on behalf of VMS, which do not constitute direct adversity within the meaning of the Firm's Conflicts Policy or the applicable Rules of Professional Conduct.

Should the scope of the VMS engagement later expand to include direct adversity against Commonwealth Surety & Insurance Co. — for example, if a coverage dispute arises in connection with Policy No. TEO-2022-7891 — a supplemental conflict check must be conducted at that time, and the matter should be re-submitted to the Conflicts Committee for clearance before any such adversarial representation is undertaken.

H. All Other Searched Parties

Capitol Registered Agents, Inc.: No conflicts identified. Capitol Registered Agents serves solely as VMS's registered agent in the State of Delaware and has no substantive involvement in the MESLSA transaction or the proposed engagement. The Firm has no current or former client relationship with Capitol Registered Agents, and no adverse representations have been identified.

Midwest Arbitration Institute: No conflicts identified. The Midwest Arbitration Institute is an institutional arbitration forum designated in the MESLSA for dispute resolution and is not a client, prospective client, or adverse party. The Firm has no current or former engagement relationship with MAI. Inclusion of MAI in the conflict search was a matter of completeness and best practice consistent with the Firm's Conflicts Policy.

Individual Name Searches: All individual names identified in Section III — including VMS personnel (Keating, Okafor, Whitfield, Huang, Cross, Petrova), MeridianCode personnel (Castellano, Ramaswamy, Fisk, Cho), Ashgrove Equity Partners personnel (Salerno, Drummond), Pinnacle personnel (Segal), Ashford & Greer personnel (Noonan), and Hargrove personnel (Beecroft) — were searched against the Firm's conflicts database. No conflicts were identified with respect to any individual. No Firm attorney has identified a personal, familial, or prior professional relationship with any of the foregoing individuals that would create an actual or apparent conflict of interest.

VI. Engagement Team

The following attorneys have been designated as the engagement team for this matter, subject to Conflicts Committee clearance:

All engagement team members have been individually consulted and have confirmed the following:

(a) No personal conflicts of interest with respect to any party or individual identified in Section III of this memorandum;

(b) No ownership of MCDT securities or any other financial interest in Meridian Code Technologies, Inc. exceeding the Firm's de minimis threshold;

(c) No prior professional or personal relationships with any attorney at Redstone Whitaker LLP, any personnel of MeridianCode, any personnel of Ashgrove Equity Partners, or any other individual identified in Section III that would create an actual or apparent conflict of interest or an appearance of impropriety; and

(d) No involvement in either of the two Pinnacle National Bank matters identified in Section V.D above (Matter Nos. 1007-00008 and 1007-00008) or in the Commonwealth Surety & Insurance Co. coverage dispute identified in Section V.G above (Matter No. 1007-00008).

Note on Practice Area Composition. The engagement team draws on diverse practice area expertise, reflecting the multi-faceted nature of the proposed engagement. The MESLSA transaction involves technology licensing and intellectual property issues, commercial contract negotiation under Michigan law, credit facility covenant analysis, potential arbitration proceedings, and potential antitrust considerations arising from the exclusive licensing provisions of the MESLSA. The composition of the team — combining capabilities in commercial transactions, investigations (relevant to potential compliance issues), restructuring (relevant to credit facility covenant analysis and remedies), and antitrust (relevant to exclusivity provisions and market impact) — is designed to provide comprehensive coverage across all anticipated areas of the representation. Additional attorneys may be added to the engagement team as the matter progresses; any such additions will be subject to individual conflict screening consistent with the Firm's Conflicts Policy.

VII. Scope-of-Representation and Privilege Considerations

The engagement team's attention is drawn to the following scope-of-representation and privilege considerations, which are noted here for the Conflicts Committee's reference and for the engagement team's ongoing compliance.

Client is VMS Only. Kestrel Capital Partners, LP is the private equity sponsor and majority equity holder of VMS, and Katherine "Kate" Drummond serves as a Board Observer at VMS. Notwithstanding Ashgrove Equity Partners's controlling interest in VMS and the likely involvement of Ashgrove Equity Partners personnel in strategic decisions regarding the MESLSA, Ashgrove Equity Partners is not a co-client in this engagement. The engagement letter will expressly state that Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. only, and not Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, or any other Ashgrove Equity Partners-affiliated entity. Communications with Ashgrove Equity Partners personnel regarding the MESLSA or related legal matters should be managed with care to preserve the attorney-client privilege for VMS. In particular, the engagement team should be mindful that inclusion of Ashgrove Equity Partners personnel in privileged communications could, under certain circumstances, be argued to waive the privilege or to create an implied attorney-client relationship with Ashgrove Equity Partners. All communications with Ashgrove Equity Partners should be conducted at the direction of, and with the knowledge and consent of, VMS's General Counsel, Martin G. Cross.

Publicly Traded Counterparty — MNPI Restrictions. Meridian Code Technologies, Inc. is publicly traded on the Nasdaq Stock Market under ticker symbol MCDT. In the course of the engagement, the C&H team may receive material nonpublic information ("MNPI") concerning MeridianCode — including, without limitation, information regarding MeridianCode's licensing pipeline, revenue projections, product development roadmap, or strategic plans — that could constitute material information for purposes of the federal securities laws. The Firm's Material Nonpublic Information Compliance Policy applies in full to this engagement. All engagement team members have been notified of these restrictions and have been added to the Firm's restricted trading list for MCDT securities. No engagement team member, or any other Firm attorney or staff member who becomes aware of MNPI regarding MeridianCode through this engagement, may trade in MCDT securities or communicate MNPI regarding MeridianCode to any person outside the engagement team or the Firm's compliance function.

Multi-Party Notifications and Scope Boundaries. The engagement may involve communications with the following third parties on behalf of VMS:

(a) Pinnacle National Bank, N.A. — Lender notifications under Section 6.12 of the Credit Facility regarding the MESLSA as a material contract. These communications are routine borrower-lender notifications and do not involve adversity to Pinnacle. The engagement team should nonetheless coordinate such communications with VMS's General Counsel and CFO to ensure consistency with VMS's broader lender relationship management.

(b) Commonwealth Surety & Insurance Co. — Potential insurance notice under Technology E&O Policy No. TEO-2022-7891, to the extent the MESLSA or Project Argonaut integration activities implicate coverage under that policy. Such notice, if required, would be a routine policyholder obligation and does not constitute adversity to Commonwealth.

(c) Ashford & Greer, P.C. — Potential audit-related communications regarding the accounting treatment of the MESLSA, including contract classification, fee capitalization, and any potential implications of contract dormancy or write-down scenarios for VMS's financial statements. Such communications would be conducted on behalf of VMS and in coordination with VMS's CFO, Sandra M. Okafor.

None of these third-party interactions is expected to involve adversarial proceedings or direct adversity. However, the engagement team should remain aware of the scope boundaries of the representation and should consult with the Conflicts Department before undertaking any action that could be construed as involving direct adversity to any of these parties.

VIII. Conclusion and Recommendation

Based on the comprehensive conflict search described in this memorandum, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Vantage Mobility Systems Corp. in Matter No. 1007-00008 — the proposed advisory and transactional engagement in connection with the MESLSA with Meridian Code Technologies, Inc.

The conflict search encompassed all parties, related entities, key personnel, and known affiliates identified in Section III above, and was conducted using the full range of search methodologies described in Section IV, including the Firm's conflicts database, active matter cross-referencing, subsidiary and affiliate searches, financial interest disclosure reviews, and individual personnel consultations.

Two matters involving Pinnacle National Bank, N.A. (Matter Nos. 1007-00008 and 1007-00008) and one matter involving Commonwealth Surety & Insurance Co. (Matter No. 1007-00008) were identified as involving parties related to the proposed engagement. Upon analysis, as described in Sections V.D and V.G above, none of these matters presents a disqualifying conflict. The VMS engagement does not involve direct adversity to either Pinnacle or Commonwealth, and the identified matters are factually and legally distinct from the proposed engagement in all material respects.

Recommended Conditions of Clearance. The undersigned recommend that clearance be granted subject to the following conditions:

1. Ethical Screen — Pinnacle National Bank. The Firm shall implement an ethical screen to ensure that no attorney who participated in the closed Pinnacle National Bank regulatory advisory matter (Matter No. 1007-00008) is assigned to, or participates in, any aspect of the VMS engagement that involves credit facility covenant compliance, lender notifications, or any other interaction with Pinnacle National Bank, N.A. in its capacity as administrative agent under VMS's Credit Facility. The screen shall be documented and maintained by the Firm's Conflicts Department in accordance with the Firm's Ethical Screening Procedures.

2. MCDT Restricted Trading List. All engagement team members have been, and shall remain, on the Firm's restricted trading list for Meridian Code Technologies, Inc. (Nasdaq: MCDT) securities for the duration of the engagement. Any additional attorneys or staff who are subsequently added to the engagement team or who otherwise gain access to MNPI regarding MeridianCode shall be promptly added to the restricted list.

3. Supplemental Conflict Check — Commonwealth Surety & Insurance Co. If the scope of the VMS engagement expands at any time to include direct adversity against Commonwealth Surety & Insurance Co. — including, without limitation, coverage litigation, declaratory judgment proceedings, or bad faith claims in connection with Technology E&O Policy No. TEO-2022-7891 — a supplemental conflict check shall be conducted and submitted to the Conflicts Committee for clearance prior to the commencement of any such adversarial representation.

4. Engagement Letter — Client Identification. The engagement letter for Matter No. 1007-00008 shall clearly and unambiguously state that Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. only, and that Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and all other Ashgrove Equity Partners-affiliated entities are not clients or co-clients of the Firm in connection with this engagement. The engagement letter shall further address the management of communications with Ashgrove Equity Partners personnel to preserve VMS's attorney-client privilege.

The Conflicts Committee is respectfully requested to approve clearance for this engagement, subject to the conditions set forth above or such other conditions as the Committee may deem appropriate.

IX. Approval

CONFLICTS COMMITTEE ACTION

Matter No.: 1007-00008

Client: Vantage Mobility Systems Corp.

Matter Description: Proposed Representation in Connection with Master Embedded Software License and Services Agreement with Meridian Code Technologies, Inc.

Conflicts Committee Determination:

APPROVED — Clearance granted, subject to the conditions stated herein and any additional conditions noted below.

APPROVED WITH ADDITIONAL CONDITIONS — Clearance granted, subject to the conditions stated herein and the following additional conditions:

________________________________________

DENIED — Clearance denied for the following reasons:

________________________________________

DEFERRED — Additional information or analysis required. Specify:

________________________________________

CONFLICTS COMMITTEE CHAIR

By: ________

Name: ________

Title: Chair, Conflicts Committee

Date: ________

RESPONSIBLE PARTNER CERTIFICATION

I, Bernard Crawford, hereby certify that the information set forth in this memorandum is complete and accurate to the best of my knowledge as of the date hereof, and that all relevant parties, entities, and individuals known to me in connection with the proposed engagement have been identified and searched in accordance with the Firm's Conflicts Policy.

By: ________

Name: Bernard Crawford

Title: Responsible Partner

Date: ________

BILLING PARTNER CERTIFICATION

I, Conrad Ashby, hereby certify that the information set forth in this memorandum is complete and accurate to the best of my knowledge as of the date hereof, and that all relevant parties, entities, and individuals known to me in connection with the proposed engagement have been identified and searched in accordance with the Firm's Conflicts Policy.

By: ________

Name: Conrad Ashby

Title: Billing Partner

Date: ________

File Reference: Matter No. 1007-00008. A copy of this memorandum and the Conflicts Committee's determination shall be filed with the Firm's General Counsel's office and maintained in the Conflicts Department's records in accordance with the Firm's document retention policies.

CONFIDENTIAL — INTERNAL USE ONLY — DO NOT DISTRIBUTE OUTSIDE CALDERWOOD & HARKNESS LLP

Field	Detail
Client Name	Vantage Mobility Systems Corp.
Entity Type	Delaware corporation
Headquarters	4100 Industrial Parkway, Sterling Heights, MI 48312
Registered Agent (Delaware)	Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
EIN	38-4217693
Industry	Automotive manufacturing — specializes in adaptive mobility vehicles (wheelchair-accessible vans, modified commercial fleet vehicles)
Revenue (FY2022 est.)	Approximately $485 million
EBITDA (FY2022 est.)	Approximately $61 million
Employees	Approximately 2,200
Name	Title / Role
Thomas R. Keating	Chief Executive Officer
Sandra M. Okafor	Chief Financial Officer
Dennis J. Whitfield	Chief Technology Officer; internal sponsor of Project Argonaut (the underlying next-generation adaptive vehicle platform program)
Rachel A. Huang	Vice President, Procurement & Strategic Sourcing
Martin G. Cross	General Counsel (primary client contact for this engagement)
Lena Petrova	Director, Software Integration Engineering
Timekeeper Level	Hourly Rate
Partners	$895/hr
Associates	$545/hr
Field	Detail
Entity Type	California corporation
Headquarters	2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054
EIN	94-3856012
Industry	Embedded software and real-time operating systems for automotive, aerospace, and industrial applications

Revenue (FY2022 est.)	Approximately $310 million
Employees	Approximately 1,400
Public Listing	Publicly traded on the Nasdaq Stock Market under ticker symbol MCDT
Name	Title
Jeffrey N. Castellano	Chief Executive Officer
Priya Ramaswamy	General Counsel & Corporate Secretary
Gregory L. Fisk	Senior Vice President, Automotive & Mobility Licensing
Diana Cho	Director, Enterprise License Management
Field	Detail
Headquarters	555 Mission Street, Suite 2800, San Francisco, CA 94105
Role	Outside counsel to Meridian Code Technologies, Inc. in connection with the MESLSA transaction
Name	Title / Role
Alan M. Briscoe	Lead Partner (Technology Transactions)
Natasha C. Ferraro	Senior Associate
Field	Detail
Entity Type	Delaware limited partnership
General Partner	Cobalt Ridge Partners GP, LLC (Delaware LLC)
Headquarters	200 Park Avenue South, 22nd Floor, New York, NY 10003
Role	Private equity sponsor and controlling equity holder of VMS
Name	Title / Role
Victor Salerno	Managing Partner
Katherine "Kate" Drummond	Partner, Portfolio Operations; Board Observer at VMS
Field	Detail
Entity Type	National Banking Association
Headquarters	150 Federal Street, Boston, MA 02110

Role	Administrative agent under VMS's $175,000,000 Senior Secured Revolving Credit Facility, dated September 12, 2019 (the "Credit Facility")
Name	Title / Role
Howard Segal	Relationship Manager
Field	Detail
Entity Type	Professional Corporation
Headquarters	1 Woodward Avenue, Suite 1500, Detroit, MI 48226
Role	Independent auditor of Vantage Mobility Systems Corp.
Name	Title / Role
Patricia Noonan, CPA	Engagement Partner
Field	Detail
Entity Type	Limited Liability Company
Headquarters	8200 Greensboro Drive, Suite 600, McLean, VA 22102
Role	May be retained by C&H on behalf of VMS for an independent technical assessment of ATLAS-RT™ integration status, derivative works analysis, and related embedded systems engineering evaluation
Name	Title / Role
Dr. Samuel Beecroft, Ph.D. (Embedded Systems)	Lead Consultant
Field	Detail
Entity Type	Corporation (Connecticut)
Role	Technology Errors & Omissions insurer for VMS
Policy No.	TEO-2022-7891
Coverage	$10,000,000 per occurrence / $20,000,000 aggregate; $500,000 retention
Field	Detail
Entity Type	Corporation (Delaware)
Role	Registered agent for VMS in the State of Delaware
Field	Detail
Entity Type	Non-profit organization (Illinois)

Role	Contractual arbitration forum designated in the proposed MESLSA for disputes exceeding $1,000,000, to be resolved by a three-arbitrator panel seated in Detroit, MI, under the MAI Commercial Arbitration Rules
Name	Role	Primary Practice Area
Bernard Crawford	Responsible Partner	Labor & Employment
Conrad Ashby	Billing Partner	White Collar & Investigations
Gabrielle Moss	Lead Associate	Bankruptcy & Restructuring
Aaron Liu	Working Associate	Antitrust & Competition

MEMORANDUM
CONFIDENTIAL — INTERNAL USE ONLY
TO: Calderwood & Harkness LLP Conflicts Committee
FROM: Bernard Crawford, Responsible Partner; Conrad Ashby, Billing Partner
DATE: June 2022
RE: New Matter Conflict Check — Proposed Representation of Vantage Mobility Systems Corp. in Connection with Embedded Software License Transaction with Meridian Code Technologies, Inc.
Matter No.: 1007-00008
Office: Detroit, MI (600 Renaissance Center, Suite 3200, Detroit, MI 48243)
This memorandum is submitted prior to engagement formalization and execution of the Master Embedded Software License and Services Agreement ("MESLSA"), currently anticipated for June 21, 2022. No substantive legal work has been performed on the matter pending Conflicts Committee clearance.
I. Purpose of Memorandum
This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Vantage Mobility Systems Corp. ("VMS" or "Vantage") in connection with the negotiation, execution, and ongoing advisory work related to a Master Embedded Software License and Services Agreement (the "MESLSA") with Meridian Code Technologies, Inc. ("MeridianCode" or "MCT").
The conflict check was initiated at the request of Bernard Crawford (Responsible Partner) and Conrad Ashby (Billing Partner) and was conducted pursuant to the Firm's standard conflict clearance procedures as set forth in the C&H Conflicts and New Business Intake Policy, as amended effective January 1, 2022 (the "Conflicts Policy"). The check was performed by the Firm's Conflicts Department under the supervision of the undersigned partners and encompasses all parties, related entities, known affiliates, key personnel, and relevant third parties identified in connection with the proposed engagement.
The Conflicts Committee is respectfully asked to review the findings set forth herein and confirm clearance so that the engagement may proceed. As described in greater detail below, the conflict search identified certain matters involving parties related to the engagement; however, upon analysis, none of these matters presents a disqualifying conflict of interest under the Michigan Rules of Professional Conduct, the ABA Model Rules of Professional Conduct, or the Firm's internal Conflicts Policy. Certain prophylactic measures are recommended as conditions of clearance, as described in Section VIII of this memorandum.
II. Description of the Proposed Engagement
A. Client Identification
The proposed client is identified as follows:
Ownership Structure. VMS is a portfolio company of Kestrel Capital Partners, LP ("Ashgrove Equity Partners" or "BCP"), a Delaware limited partnership that serves as the private equity sponsor. Cobalt Ridge Partners GP, LLC, a Delaware limited liability company, serves as the general partner of Ashgrove Equity Partners. Ashgrove Equity Partners acquired VMS in 2019 in a leveraged buyout transaction valued at approximately $380 million. As of the date of this memorandum, Ashgrove Equity Partners's assets under management total approximately $4.8 billion across multiple fund vehicles. Ashgrove Equity Partners is headquartered at 200 Park Avenue South, 22nd Floor, New York, NY 10003. VMS operates as a controlled subsidiary of Ashgrove Equity Partners, and Ashgrove Equity Partners personnel serve in board observer and advisory capacities with respect to VMS operations and strategic transactions, including the proposed MESLSA. As discussed further in Section VII below, Ashgrove Equity Partners is not the proposed client for purposes of this engagement; the client is VMS only.
B. Key Client Personnel
The following individuals have been identified as key VMS personnel relevant to this engagement and have been included in the Firm's conflict search:
Martin G. Cross, VMS's General Counsel, has been designated as the primary client contact and will serve as the principal point of coordination between VMS and the C&H engagement team. Mr. Cross has confirmed VMS's interest in retaining C&H for this matter and has provided the factual background and documentation necessary for the conflict check process. All engagement-related communications will be directed through Mr. Cross unless otherwise agreed.
C. Nature and Scope of Representation
The proposed engagement encompasses advisory and transactional representation of VMS in connection with a proposed $20,000,000 embedded-software license agreement — specifically, the Master Embedded Software License and Services Agreement (the "MESLSA") — to be entered into between VMS, as licensee, and Meridian Code Technologies, Inc., as licensor.
Licensed Product. The software to be licensed under the MESLSA is the ATLAS-RT™ embedded real-time operating system, Version 4.2, developed and marketed by MeridianCode for integration into automotive, aerospace, and industrial applications. VMS intends to integrate the ATLAS-RT™ platform into its next-generation adaptive vehicle platform, internally designated as "Project Argonaut." Project Argonaut is a multi-year development initiative led by VMS's CTO, Dennis J. Whitfield, aimed at producing a new line of wheelchair-accessible vehicles incorporating advanced autonomous driving assist features, adaptive control systems, and enhanced telematics capabilities. The ATLAS-RT™ system will serve as the core embedded operating system for the vehicle's electronic control architecture.
Scope of Legal Services. The proposed scope of representation includes, but is not limited to, the following:
(a) Review, drafting, and negotiation of the MESLSA and all ancillary documents, including but not limited to statements of work, technical exhibits, fee schedules, service level agreements, escrow arrangements for source code, and acceptance testing protocols;
(b) Advisory services regarding intellectual property ownership and licensing matters arising from the integration of the ATLAS-RT™ platform into VMS's proprietary vehicle systems, including analysis of derivative works, joint inventions, and improvements developed during the course of the license;
(c) Analysis of and advisory services regarding VMS's compliance with existing credit facility covenants, specifically the material contract notification covenant set forth in Section 6.12 of VMS's Senior Secured Revolving Credit Facility with Pinnacle National Bank, N.A. (the "Credit Facility"), which requires notification to the administrative agent of any material contract in excess of $5,000,000 — a threshold clearly exceeded by the $20,000,000 MESLSA;
(d) Advisory services regarding potential dispute resolution mechanisms, including negotiation of arbitration provisions and, if necessary, representation of VMS in arbitration proceedings before the Midwest Arbitration Institute ("MAI") under the MAI Commercial Arbitration Rules; and
(e) Such other related legal services as may be requested by VMS in connection with the MESLSA and the Project Argonaut initiative, subject to supplemental conflict checks as may be required by the Firm's Conflicts Policy.
Anticipated Areas of Law. The engagement is expected to draw upon expertise in the following practice areas: technology transactions, intellectual property licensing, commercial contracts, Michigan contract law (the governing law of the MESLSA), credit facility compliance and covenant analysis, and potential commercial arbitration under MAI rules. As noted in Section VI below, the engagement team has been assembled to reflect this multi-disciplinary scope.
Governing Law. The MESLSA will be governed by the laws of the State of Michigan, without regard to conflict of laws principles.
D. Anticipated Fee Arrangement
The proposed fee arrangement is a standard hourly rate engagement, consistent with the Firm's current published rate schedule. The applicable rates are as follows:
Conrad Ashby will serve as the Billing Partner responsible for billing, collections, and client account management. Bernard Crawford will serve as the Responsible Partner with overall supervisory responsibility for the engagement. No alternative fee arrangement, success fee, or contingency component is contemplated at this time. Standard engagement terms regarding payment, retainer, and expense reimbursement will be set forth in the engagement letter, which will be transmitted to VMS upon Conflicts Committee clearance.
III. Identification of Adverse and Related Parties Searched
The following parties were identified in connection with the proposed engagement and searched against the Firm's conflicts database, as described in Section IV below. For each party, the search was conducted using all known names, short names, variants, ticker symbols (where applicable), employer identification numbers, and individual names.
A. Adverse Party / Counterparty
Meridian Code Technologies, Inc. (and all known variants: MeridianCode, MCT, Meridian Code, MCDT)
MeridianCode is the licensor under the proposed MESLSA and the counterparty to VMS in the transaction. As the party on the opposite side of the license negotiation, MeridianCode is classified as an adverse party for purposes of this conflict check.
Key MeridianCode personnel searched:
B. Opposing Counsel
Redstone Whitaker LLP (and all known variants: RW, Redstone, Redstone Whitaker)
Key Redstone Whitaker LLP personnel searched:
C. PE Sponsor / Affiliated Entities
Kestrel Capital Partners, LP (and all known variants: Ashgrove Equity Partners, BCP, Cobalt Ridge Partners)
Key Ashgrove Equity Partners personnel searched:
D. Lender / Financial Institution
Pinnacle National Bank, N.A. (and all known variants: Pinnacle, PNB, Pinnacle National)
Key Pinnacle personnel searched:
Note: As of the date of this memorandum, VMS has approximately $92,000,000 in outstanding borrowings under the Credit Facility. Section 6.12 of the Credit Facility contains a material contract notification covenant requiring VMS to notify Pinnacle, as administrative agent, of any contract with a value in excess of $5,000,000. Given that the MESLSA has a total value of $20,000,000, VMS will be required to provide a notification under Section 6.12, and the C&H engagement team may be called upon to advise VMS on the form, timing, and content of such notification. This lender-notification aspect of the engagement does not involve adversity to Pinnacle but does involve a communication with Pinnacle in its capacity as administrative agent.
E. Auditor.  Ashford & Greer, P.C. (and all known variants: A&G, Ashford & Greer, Ashford Greer)
Key Ashford & Greer personnel searched:
F. Technical Consultant (Potential Retention)
Hargrove Technical Consulting, LLC (and all known variants: Hargrove, HTC)
Key Hargrove personnel searched:
G. Insurer.  Commonwealth Surety & Insurance Co. (and all known variants: Commonwealth, CS&I, Commonwealth Surety)
Commonwealth provides the Technology Errors & Omissions insurance coverage applicable to VMS's technology operations, including coverage that may be implicated by the ATLAS-RT™ integration under Project Argonaut. The engagement may involve analysis of VMS's rights and obligations under this policy, including potential notice requirements.
H. Registered Agent
Capitol Registered Agents, Inc. (and all known variants: CRA, Capitol Registered)
I. Arbitration Forum
Midwest Arbitration Institute (and all known variants: MAI)
The Midwest Arbitration Institute is an institutional arbitration forum and is not a client, prospective client, or adverse party. It is included in the conflict search as a matter of completeness and best practice.
IV. Conflict Search Methodology
The conflict search was conducted in accordance with the Firm's Conflicts Policy and encompassed the following procedures:
1.  Firm Conflicts Database. All entity names, short names, known variants, ticker symbols (where applicable), employer identification numbers, and individual names identified in Section III above were searched against the Firm's proprietary conflicts database, which includes records of all current and former client relationships, adverse party records, and related-party indices maintained by the Firm across all offices. The database includes records from the Firm's inception and is updated on a continuous basis as new matters are opened, closed, or modified.
2.  Active Matter Review. The search results were cross-referenced against the Firm's current active matter list and engagement records across all C&H offices, including the Detroit, New York, Chicago, Los Angeles, San Francisco, Washington, D.C., and London offices, to identify any currently active engagements involving any of the searched parties.
3.  Subsidiary and Affiliate Search. The search encompassed all known subsidiaries, affiliates, and predecessor entities of each searched party, to the extent such information was available through the Firm's database, publicly available records (including SEC filings for MeridianCode), and information provided by VMS.
4.  Financial Interest Disclosures. Given that the adverse party, Meridian Code Technologies, Inc., is publicly traded on the Nasdaq Stock Market under ticker symbol MCDT, the Firm's partner and associate financial interest disclosure records were reviewed to identify any engagement team member or Firm attorney with a personal financial interest in MCDT securities exceeding the Firm's de minimis threshold (currently defined as holdings with a market value in excess of $10,000 or representing more than 0.1% of outstanding shares).
5.  Personnel Relationship Review. The engagement team members were individually consulted to confirm whether they have any personal, familial, or prior professional relationships with any individual or entity identified in Section III that could create an actual or apparent conflict of interest.
The search was completed on the date of this memorandum, and the results are reported in Section V below. No limitations or impediments were encountered in the conduct of the search.
V. Results of Conflict Search
The results of the conflict search are reported below, organized by searched party. For each party, the results include a summary of any matters identified, an assessment of whether any identified matter creates a disqualifying conflict, and any recommended conditions or prophylactic measures.
A. Meridian Code Technologies, Inc. (Adverse Party)
No current or former client relationship has been identified between the Firm and Meridian Code Technologies, Inc., or any known subsidiary, affiliate, or predecessor entity of MeridianCode. The Firm has not previously represented MeridianCode in any capacity — transactional, advisory, litigation, or otherwise.
No current or former adverse representations against MeridianCode have been identified in the Firm's records. The Firm has not previously been engaged to represent any client in a matter adverse to MeridianCode.
No partner or associate of the Firm disclosed ownership of MCDT stock or any other financial interest in MeridianCode exceeding the Firm's de minimis threshold. All engagement team members have affirmatively confirmed that they do not hold any MCDT securities or have any other financial interest in MeridianCode.
Assessment: No conflict identified. The Firm is clear to represent VMS in a matter adverse to MeridianCode.
B. Redstone Whitaker LLP (Opposing Counsel)
No current matters have been identified in which Calderwood & Harkness LLP and Redstone Whitaker LLP serve as co-counsel for a common client. The Firm does not presently share any joint representation or co-counsel arrangement with Redstone Whitaker LLP.
One historical matter was identified in which the two firms had involvement: a closed commercial real estate transaction from 2018 in which C&H represented the purchaser and Redstone Whitaker LLP represented the seller in an unrelated acquisition of a retail property portfolio. The matter was closed in 2018 with no ongoing obligations, no continuing confidentiality concerns, and no residual professional relationship between the engagement teams. The subject matter, parties, and facts of that historical transaction bear no relationship whatsoever to the proposed VMS engagement or the MESLSA.
No personal relationships between C&H engagement team members (Crawford, Ashby, Moss, or Liu) and the identified Redstone Whitaker LLP attorneys (Alan M. Briscoe and Natasha C. Ferraro) have been identified that would create an actual or apparent conflict of interest or an appearance of impropriety.
Assessment: No conflict identified. The historical co-involvement in the 2018 real estate transaction does not give rise to any duty, obligation, or relationship that would preclude the Firm from representing VMS in a matter in which Redstone Whitaker LLP represents the counterparty.
C. Kestrel Capital Partners, LP (PE Sponsor)
No current or former client relationship has been identified between the Firm and Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, or any Ashgrove Equity Partners portfolio company, with the sole exception of the proposed VMS engagement that is the subject of this memorandum. The Firm has not previously represented Ashgrove Equity Partners or any Ashgrove Equity Partners-affiliated entity in any capacity.
No adverse representations against Ashgrove Equity Partners or any Ashgrove Equity Partners-affiliated entity have been identified in the Firm's records.
Assessment: No conflict identified. However, the Conflicts Committee should note that VMS is a portfolio company of Ashgrove Equity Partners, and Ashgrove Equity Partners personnel — specifically Katherine "Kate" Drummond, Partner, Portfolio Operations — serve in a board observer capacity at VMS. As discussed more fully in Section VII below, the engagement team must exercise care in managing communications with Ashgrove Equity Partners personnel to ensure that attorney-client privilege is preserved for VMS and that the scope of representation is not inadvertently expanded to encompass Ashgrove Equity Partners. The engagement letter will clearly specify that C&H represents VMS only and that Ashgrove Equity Partners is not a client or co-client.
D. Pinnacle National Bank, N.A. (Lender)
Two current C&H matters have been identified in which Pinnacle National Bank, N.A. is a party:
Matter No. 1007-00008. C&H currently represents a borrower (an entity unrelated to VMS, operating in the hospitality industry) in a loan workout negotiation in which Pinnacle National Bank, N.A. serves as the lead lender. This matter is being handled by attorneys in the Firm's New York office and involves no overlapping facts, parties, legal issues, or confidential information with the proposed VMS engagement. The VMS engagement does not contemplate any loan workout, restructuring, or adversarial proceeding with Pinnacle. The two matters are entirely unrelated in all material respects.
Matter No. 1007-00008. C&H previously represented Pinnacle National Bank, N.A. directly, as outside counsel, in a regulatory compliance advisory matter involving Pinnacle's compliance with certain federal banking regulations. That engagement was completed and the matter was closed in January 2022. No ongoing obligations, continuing advisory relationships, or open work streams remain under that engagement. The Firm's review has confirmed that no confidential information obtained during the course of the Pinnacle regulatory advisory engagement is relevant to, or could be used in connection with, VMS's credit facility, the MESLSA, or any other aspect of the proposed VMS engagement.
Assessment: Neither matter creates a disqualifying conflict of interest. The proposed VMS engagement does not involve adversity to Pinnacle National Bank, N.A. Rather, VMS's interaction with Pinnacle in the context of this engagement will be limited to the provision of covenant-compliance notifications under Section 6.12 of the Credit Facility — a routine borrower obligation that does not implicate any adversarial posture toward the lender. The current engagement team members (Crawford, Ashby, Moss, and Liu) have each been individually confirmed as having had no involvement in either Matter No. 1007-00008 or Matter No. 1007-00008.
Notwithstanding the foregoing assessment, as a prophylactic measure, the Firm should implement an ethical screen to ensure that no attorney who worked on the closed Pinnacle regulatory advisory matter (Matter No. 1007-00008) participates in any aspect of the VMS engagement related to credit facility covenant compliance, lender notifications, or any other interaction with Pinnacle National Bank, N.A. in its capacity as administrative agent under the Credit Facility. This recommendation is discussed further in Section VIII below.
E. Ashford & Greer, P.C. (Auditor)
No current or former client relationship has been identified between the Firm and Ashford & Greer, P.C. The Firm has not previously represented Ashford & Greer in any capacity.
No adverse representations against Ashford & Greer have been identified in the Firm's records. The Firm has not previously been engaged to represent any client in a matter adverse to Ashford & Greer.
Assessment: No conflict identified. The engagement may involve communications with Ashford & Greer regarding audit implications of the MESLSA (for example, in connection with contract classification, capitalization of license fees, or potential write-down scenarios), but such communications would be conducted on behalf of VMS in the ordinary course and do not implicate any adversarial relationship with the auditor.
F. Hargrove Technical Consulting, LLC (Potential Consultant)
No current or former client relationship has been identified between the Firm and Hargrove Technical Consulting, LLC. The Firm has not previously retained Hargrove as a consultant or expert in any matter.
No adverse representations against Hargrove have been identified in the Firm's records.
Assessment: No conflict identified. If Hargrove is retained by C&H on behalf of VMS for the proposed independent technical assessment of the ATLAS-RT™ integration status and derivative works analysis, the retention should be documented pursuant to the Firm's standard expert/consultant retention procedures, and Hargrove should execute an appropriate confidentiality and non-disclosure agreement.
G. Commonwealth Surety & Insurance Co. (Insurer)
One current C&H matter has been identified involving Commonwealth Surety & Insurance Co.:
Matter No. 1007-00008. C&H currently represents a different insured entity (unrelated to VMS, operating in the financial services industry) in a coverage dispute with Commonwealth Surety & Insurance Co. That matter involves a professional liability insurance policy — not a technology errors and omissions policy — and concerns factual and legal issues that are entirely distinct from the VMS engagement. There is no overlap in facts, parties (other than Commonwealth itself), legal theories, or confidential information between the two matters.
Assessment: No disqualifying conflict identified at this time. The proposed VMS engagement may involve analysis of VMS's rights and obligations under Technology Errors & Omissions Policy No. TEO-2022-7891, including potential notice of claim requirements or coverage inquiries relating to the ATLAS-RT™ integration under Project Argonaut. However, the engagement does not presently contemplate any adversarial proceedings against Commonwealth, such as coverage litigation, declaratory judgment actions, or bad faith claims. The VMS engagement team's potential interaction with Commonwealth would be limited to routine policyholder notifications and coverage inquiries on behalf of VMS, which do not constitute direct adversity within the meaning of the Firm's Conflicts Policy or the applicable Rules of Professional Conduct.
Should the scope of the VMS engagement later expand to include direct adversity against Commonwealth Surety & Insurance Co. — for example, if a coverage dispute arises in connection with Policy No. TEO-2022-7891 — a supplemental conflict check must be conducted at that time, and the matter should be re-submitted to the Conflicts Committee for clearance before any such adversarial representation is undertaken.
H. All Other Searched Parties
Capitol Registered Agents, Inc.: No conflicts identified. Capitol Registered Agents serves solely as VMS's registered agent in the State of Delaware and has no substantive involvement in the MESLSA transaction or the proposed engagement. The Firm has no current or former client relationship with Capitol Registered Agents, and no adverse representations have been identified.
Midwest Arbitration Institute: No conflicts identified. The Midwest Arbitration Institute is an institutional arbitration forum designated in the MESLSA for dispute resolution and is not a client, prospective client, or adverse party. The Firm has no current or former engagement relationship with MAI. Inclusion of MAI in the conflict search was a matter of completeness and best practice consistent with the Firm's Conflicts Policy.
Individual Name Searches: All individual names identified in Section III — including VMS personnel (Keating, Okafor, Whitfield, Huang, Cross, Petrova), MeridianCode personnel (Castellano, Ramaswamy, Fisk, Cho), Ashgrove Equity Partners personnel (Salerno, Drummond), Pinnacle personnel (Segal), Ashford & Greer personnel (Noonan), and Hargrove personnel (Beecroft) — were searched against the Firm's conflicts database. No conflicts were identified with respect to any individual. No Firm attorney has identified a personal, familial, or prior professional relationship with any of the foregoing individuals that would create an actual or apparent conflict of interest.
VI. Engagement Team
The following attorneys have been designated as the engagement team for this matter, subject to Conflicts Committee clearance:
All engagement team members have been individually consulted and have confirmed the following:
(a) No personal conflicts of interest with respect to any party or individual identified in Section III of this memorandum;
(b) No ownership of MCDT securities or any other financial interest in Meridian Code Technologies, Inc. exceeding the Firm's de minimis threshold;
(c) No prior professional or personal relationships with any attorney at Redstone Whitaker LLP, any personnel of MeridianCode, any personnel of Ashgrove Equity Partners, or any other individual identified in Section III that would create an actual or apparent conflict of interest or an appearance of impropriety; and
(d) No involvement in either of the two Pinnacle National Bank matters identified in Section V.D above (Matter Nos. 1007-00008 and 1007-00008) or in the Commonwealth Surety & Insurance Co. coverage dispute identified in Section V.G above (Matter No. 1007-00008).
Note on Practice Area Composition. The engagement team draws on diverse practice area expertise, reflecting the multi-faceted nature of the proposed engagement. The MESLSA transaction involves technology licensing and intellectual property issues, commercial contract negotiation under Michigan law, credit facility covenant analysis, potential arbitration proceedings, and potential antitrust considerations arising from the exclusive licensing provisions of the MESLSA. The composition of the team — combining capabilities in commercial transactions, investigations (relevant to potential compliance issues), restructuring (relevant to credit facility covenant analysis and remedies), and antitrust (relevant to exclusivity provisions and market impact) — is designed to provide comprehensive coverage across all anticipated areas of the representation. Additional attorneys may be added to the engagement team as the matter progresses; any such additions will be subject to individual conflict screening consistent with the Firm's Conflicts Policy.
VII. Scope-of-Representation and Privilege Considerations
The engagement team's attention is drawn to the following scope-of-representation and privilege considerations, which are noted here for the Conflicts Committee's reference and for the engagement team's ongoing compliance.
Client is VMS Only. Kestrel Capital Partners, LP is the private equity sponsor and majority equity holder of VMS, and Katherine "Kate" Drummond serves as a Board Observer at VMS. Notwithstanding Ashgrove Equity Partners's controlling interest in VMS and the likely involvement of Ashgrove Equity Partners personnel in strategic decisions regarding the MESLSA, Ashgrove Equity Partners is not a co-client in this engagement. The engagement letter will expressly state that Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. only, and not Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, or any other Ashgrove Equity Partners-affiliated entity. Communications with Ashgrove Equity Partners personnel regarding the MESLSA or related legal matters should be managed with care to preserve the attorney-client privilege for VMS. In particular, the engagement team should be mindful that inclusion of Ashgrove Equity Partners personnel in privileged communications could, under certain circumstances, be argued to waive the privilege or to create an implied attorney-client relationship with Ashgrove Equity Partners. All communications with Ashgrove Equity Partners should be conducted at the direction of, and with the knowledge and consent of, VMS's General Counsel, Martin G. Cross.
Publicly Traded Counterparty — MNPI Restrictions. Meridian Code Technologies, Inc. is publicly traded on the Nasdaq Stock Market under ticker symbol MCDT. In the course of the engagement, the C&H team may receive material nonpublic information ("MNPI") concerning MeridianCode — including, without limitation, information regarding MeridianCode's licensing pipeline, revenue projections, product development roadmap, or strategic plans — that could constitute material information for purposes of the federal securities laws. The Firm's Material Nonpublic Information Compliance Policy applies in full to this engagement. All engagement team members have been notified of these restrictions and have been added to the Firm's restricted trading list for MCDT securities. No engagement team member, or any other Firm attorney or staff member who becomes aware of MNPI regarding MeridianCode through this engagement, may trade in MCDT securities or communicate MNPI regarding MeridianCode to any person outside the engagement team or the Firm's compliance function.
Multi-Party Notifications and Scope Boundaries. The engagement may involve communications with the following third parties on behalf of VMS:
(a) Pinnacle National Bank, N.A. — Lender notifications under Section 6.12 of the Credit Facility regarding the MESLSA as a material contract. These communications are routine borrower-lender notifications and do not involve adversity to Pinnacle. The engagement team should nonetheless coordinate such communications with VMS's General Counsel and CFO to ensure consistency with VMS's broader lender relationship management.
(b) Commonwealth Surety & Insurance Co. — Potential insurance notice under Technology E&O Policy No. TEO-2022-7891, to the extent the MESLSA or Project Argonaut integration activities implicate coverage under that policy. Such notice, if required, would be a routine policyholder obligation and does not constitute adversity to Commonwealth.
(c) Ashford & Greer, P.C. — Potential audit-related communications regarding the accounting treatment of the MESLSA, including contract classification, fee capitalization, and any potential implications of contract dormancy or write-down scenarios for VMS's financial statements. Such communications would be conducted on behalf of VMS and in coordination with VMS's CFO, Sandra M. Okafor.
None of these third-party interactions is expected to involve adversarial proceedings or direct adversity. However, the engagement team should remain aware of the scope boundaries of the representation and should consult with the Conflicts Department before undertaking any action that could be construed as involving direct adversity to any of these parties.
VIII. Conclusion and Recommendation
Based on the comprehensive conflict search described in this memorandum, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Vantage Mobility Systems Corp. in Matter No. 1007-00008 — the proposed advisory and transactional engagement in connection with the MESLSA with Meridian Code Technologies, Inc.
The conflict search encompassed all parties, related entities, key personnel, and known affiliates identified in Section III above, and was conducted using the full range of search methodologies described in Section IV, including the Firm's conflicts database, active matter cross-referencing, subsidiary and affiliate searches, financial interest disclosure reviews, and individual personnel consultations.
Two matters involving Pinnacle National Bank, N.A. (Matter Nos. 1007-00008 and 1007-00008) and one matter involving Commonwealth Surety & Insurance Co. (Matter No. 1007-00008) were identified as involving parties related to the proposed engagement. Upon analysis, as described in Sections V.D and V.G above, none of these matters presents a disqualifying conflict. The VMS engagement does not involve direct adversity to either Pinnacle or Commonwealth, and the identified matters are factually and legally distinct from the proposed engagement in all material respects.
Recommended Conditions of Clearance. The undersigned recommend that clearance be granted subject to the following conditions:
1.  Ethical Screen — Pinnacle National Bank. The Firm shall implement an ethical screen to ensure that no attorney who participated in the closed Pinnacle National Bank regulatory advisory matter (Matter No. 1007-00008) is assigned to, or participates in, any aspect of the VMS engagement that involves credit facility covenant compliance, lender notifications, or any other interaction with Pinnacle National Bank, N.A. in its capacity as administrative agent under VMS's Credit Facility. The screen shall be documented and maintained by the Firm's Conflicts Department in accordance with the Firm's Ethical Screening Procedures.
2.  MCDT Restricted Trading List. All engagement team members have been, and shall remain, on the Firm's restricted trading list for Meridian Code Technologies, Inc. (Nasdaq: MCDT) securities for the duration of the engagement. Any additional attorneys or staff who are subsequently added to the engagement team or who otherwise gain access to MNPI regarding MeridianCode shall be promptly added to the restricted list.
3.  Supplemental Conflict Check — Commonwealth Surety & Insurance Co. If the scope of the VMS engagement expands at any time to include direct adversity against Commonwealth Surety & Insurance Co. — including, without limitation, coverage litigation, declaratory judgment proceedings, or bad faith claims in connection with Technology E&O Policy No. TEO-2022-7891 — a supplemental conflict check shall be conducted and submitted to the Conflicts Committee for clearance prior to the commencement of any such adversarial representation.
4.  Engagement Letter — Client Identification. The engagement letter for Matter No. 1007-00008 shall clearly and unambiguously state that Calderwood & Harkness LLP represents Vantage Mobility Systems Corp. only, and that Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and all other Ashgrove Equity Partners-affiliated entities are not clients or co-clients of the Firm in connection with this engagement. The engagement letter shall further address the management of communications with Ashgrove Equity Partners personnel to preserve VMS's attorney-client privilege.
The Conflicts Committee is respectfully requested to approve clearance for this engagement, subject to the conditions set forth above or such other conditions as the Committee may deem appropriate.
IX. Approval
CONFLICTS COMMITTEE ACTION
Matter No.: 1007-00008
Client: Vantage Mobility Systems Corp.
Matter Description: Proposed Representation in Connection with Master Embedded Software License and Services Agreement with Meridian Code Technologies, Inc.
Conflicts Committee Determination:
APPROVED — Clearance granted, subject to the conditions stated herein and any additional conditions noted below.
APPROVED WITH ADDITIONAL CONDITIONS — Clearance granted, subject to the conditions stated herein and the following additional conditions:
________________________________________
________________________________________
________________________________________
DENIED — Clearance denied for the following reasons:
________________________________________
________________________________________
________________________________________
DEFERRED — Additional information or analysis required. Specify:
________________________________________
________________________________________
CONFLICTS COMMITTEE CHAIR
By: ________
Name: ________
Title: Chair, Conflicts Committee
Date: ________
RESPONSIBLE PARTNER CERTIFICATION
I, Bernard Crawford, hereby certify that the information set forth in this memorandum is complete and accurate to the best of my knowledge as of the date hereof, and that all relevant parties, entities, and individuals known to me in connection with the proposed engagement have been identified and searched in accordance with the Firm's Conflicts Policy.
By: ________
Name: Bernard Crawford
Title: Responsible Partner
Date: ________
BILLING PARTNER CERTIFICATION
I, Conrad Ashby, hereby certify that the information set forth in this memorandum is complete and accurate to the best of my knowledge as of the date hereof, and that all relevant parties, entities, and individuals known to me in connection with the proposed engagement have been identified and searched in accordance with the Firm's Conflicts Policy.
By: ________
Name: Conrad Ashby
Title: Billing Partner
Date: ________
File Reference: Matter No. 1007-00008. A copy of this memorandum and the Conflicts Committee's determination shall be filed with the Firm's General Counsel's office and maintained in the Conflicts Department's records in accordance with the Firm's document retention policies.
CONFIDENTIAL — INTERNAL USE ONLY — DO NOT DISTRIBUTE OUTSIDE CALDERWOOD & HARKNESS LLP
Field | Detail
Client Name | Vantage Mobility Systems Corp.
Entity Type | Delaware corporation
Headquarters | 4100 Industrial Parkway, Sterling Heights, MI 48312
Registered Agent (Delaware) | Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
EIN | 38-4217693
Industry | Automotive manufacturing — specializes in adaptive mobility vehicles (wheelchair-accessible vans, modified commercial fleet vehicles)
Revenue (FY2022 est.) | Approximately $485 million
EBITDA (FY2022 est.) | Approximately $61 million
Employees | Approximately 2,200
Name | Title / Role
Thomas R. Keating | Chief Executive Officer
Sandra M. Okafor | Chief Financial Officer
Dennis J. Whitfield | Chief Technology Officer; internal sponsor of Project Argonaut (the underlying next-generation adaptive vehicle platform program)
Rachel A. Huang | Vice President, Procurement & Strategic Sourcing
Martin G. Cross | General Counsel (primary client contact for this engagement)
Lena Petrova | Director, Software Integration Engineering
Timekeeper Level | Hourly Rate
Partners | $895/hr
Associates | $545/hr
Field | Detail
Entity Type | California corporation
Headquarters | 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054
EIN | 94-3856012
Industry | Embedded software and real-time operating systems for automotive, aerospace, and industrial applications
Revenue (FY2022 est.) | Approximately $310 million
Employees | Approximately 1,400
Public Listing | Publicly traded on the Nasdaq Stock Market under ticker symbol MCDT
Name | Title
Jeffrey N. Castellano | Chief Executive Officer
Priya Ramaswamy | General Counsel & Corporate Secretary
Gregory L. Fisk | Senior Vice President, Automotive & Mobility Licensing
Diana Cho | Director, Enterprise License Management
Field | Detail
Headquarters | 555 Mission Street, Suite 2800, San Francisco, CA 94105
Role | Outside counsel to Meridian Code Technologies, Inc. in connection with the MESLSA transaction
Name | Title / Role
Alan M. Briscoe | Lead Partner (Technology Transactions)
Natasha C. Ferraro | Senior Associate
Field | Detail
Entity Type | Delaware limited partnership
General Partner | Cobalt Ridge Partners GP, LLC (Delaware LLC)
Headquarters | 200 Park Avenue South, 22nd Floor, New York, NY 10003
Role | Private equity sponsor and controlling equity holder of VMS
Name | Title / Role
Victor Salerno | Managing Partner
Katherine "Kate" Drummond | Partner, Portfolio Operations; Board Observer at VMS
Field | Detail
Entity Type | National Banking Association
Headquarters | 150 Federal Street, Boston, MA 02110
Role | Administrative agent under VMS's $175,000,000 Senior Secured Revolving Credit Facility, dated September 12, 2019 (the "Credit Facility")
Name | Title / Role
Howard Segal | Relationship Manager
Field | Detail
Entity Type | Professional Corporation
Headquarters | 1 Woodward Avenue, Suite 1500, Detroit, MI 48226
Role | Independent auditor of Vantage Mobility Systems Corp.
Name | Title / Role
Patricia Noonan, CPA | Engagement Partner
Field | Detail
Entity Type | Limited Liability Company
Headquarters | 8200 Greensboro Drive, Suite 600, McLean, VA 22102
Role | May be retained by C&H on behalf of VMS for an independent technical assessment of ATLAS-RT™ integration status, derivative works analysis, and related embedded systems engineering evaluation
Name | Title / Role
Dr. Samuel Beecroft, Ph.D. (Embedded Systems) | Lead Consultant
Field | Detail
Entity Type | Corporation (Connecticut)
Role | Technology Errors & Omissions insurer for VMS
Policy No. | TEO-2022-7891
Coverage | $10,000,000 per occurrence / $20,000,000 aggregate; $500,000 retention
Field | Detail
Entity Type | Corporation (Delaware)
Role | Registered agent for VMS in the State of Delaware
Field | Detail
Entity Type | Non-profit organization (Illinois)
Role | Contractual arbitration forum designated in the proposed MESLSA for disputes exceeding $1,000,000, to be resolved by a three-arbitrator panel seated in Detroit, MI, under the MAI Commercial Arbitration Rules
Name | Role | Primary Practice Area
Bernard Crawford | Responsible Partner | Labor & Employment
Conrad Ashby | Billing Partner | White Collar & Investigations
Gabrielle Moss | Lead Associate | Bankruptcy & Restructuring
Aaron Liu | Working Associate | Antitrust & Competition

MEMORANDUM

CONFLICTS COMMITTEE ACTION

CONFLICTS COMMITTEE CHAIR

RESPONSIBLE PARTNER CERTIFICATION

BILLING PARTNER CERTIFICATION

Record

Parties

Dates

Amounts