1007-00008 · Vantage Mobility Systems Corp · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Renaissance Center, Suite 3200 Detroit, Michigan 48243

Telephone: (313) 442-7800 Facsimile: (313) 442-7801 www.calderwoodharkness.com

June 17, 2022

Via Email and U.S. Mail

Mr. Martin G. Cross General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312

Dear Mr. Cross:

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," "Vantage," or the "Client"), to provide legal representation in connection with the matters described herein. We value the confidence that Vantage has placed in our Firm, and we are committed to delivering the highest quality legal counsel throughout the course of this engagement.

This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client. Upon execution by both parties, this letter will constitute a binding agreement between the Firm and the Client governing the scope, terms, and conditions of the Firm's representation. We ask that you review the terms of this letter carefully and contact us with any questions prior to execution.

2. Scope of Representation

The Firm is engaged to advise VMS in connection with the negotiation, review, and execution of a Master Embedded Software License and Services Agreement (the "MESLSA") with Meridian Code Technologies, Inc., a California corporation ("MeridianCode" or "MCT"), for the licensing of embedded real-time operating system software marketed under the trade name ATLAS-RT™. It is our understanding that the ATLAS-RT™ software is intended to be integrated into VMS's next-generation adaptive vehicle platform program, which is internally designated within VMS as "Project Argonaut."

More specifically, the scope of the Firm's engagement shall include the following:

(a) Review and negotiation of the MESLSA and all related exhibits, schedules, statements of work, and ancillary agreements, including without limitation any non-disclosure agreements, data processing addenda, service level agreements, escrow agreements, or transition services agreements that may be required in connection with the MESLSA;

(b) Analysis of intellectual property provisions contained within the MESLSA and related documents, including but not limited to provisions governing ownership of derivative works, license-back terms, rights in jointly developed intellectual property, background intellectual property protections, and open-source software compliance obligations;

(c) Analysis of fee structures, payment milestones, royalty provisions, and financial risk provisions, including any minimum commitment obligations, true-up mechanisms, audit rights, and financial penalties or incentives;

(d) Assessment of termination, dormancy, and wind-down provisions, including transition assistance obligations, data return and destruction requirements, survival clauses, and the effect of termination on intellectual property rights and license grants;

(e) Advice on compliance with VMS's existing contractual obligations, including but not limited to any covenants or restrictions contained in VMS's credit facility or other financing arrangements that may be implicated by the terms of the MESLSA, and any obligations arising under VMS's existing supplier agreements or customer contracts;

(f) Ongoing counsel regarding the administration, interpretation, enforcement, modification, or termination of the MESLSA following its execution, including advice on compliance with post-closing obligations and resolution of any disputes that may arise under the agreement; and

(g) Such other related matters as may be mutually agreed upon by the Firm and the Client from time to time.

The Client understands and acknowledges that the scope of this engagement is limited to the matters described above. Should VMS require legal services in connection with matters outside the scope of this engagement, the Firm and the Client will enter into a separate engagement letter or amend this letter by mutual written agreement.

It is important to note that this engagement does not extend to the representation of Kestrel Capital Partners, LP ("Ashgrove Equity Partners"), VMS's private equity sponsor. Ashgrove Equity Partners is not a client of the Firm in connection with this matter, and no attorney-client relationship exists or will be created between the Firm and Ashgrove Equity Partners by virtue of this engagement. Any communications between the Firm and Ashgrove Equity Partners personnel in connection with this matter will be conducted at the direction of, and on behalf of, VMS as the Client.

Additionally, the Firm's representation does not include the provision of tax advice of any kind, including without limitation advice regarding the tax consequences of the MESLSA, the structuring of payments or license fees, or the characterization of transactions for federal, state, or foreign tax purposes. VMS should consult its own qualified tax advisors with respect to any tax matters arising in connection with the MESLSA or Project Argonaut. Similarly, the Firm is not engaged to provide auditing, accounting, or financial advisory services, which remain the responsibility of VMS's independent auditor, Ashford & Greer, P.C., and such other accounting professionals as VMS may retain from time to time.

3. Matter Number and Internal Reference

This engagement will be tracked within the Firm's internal systems under C&H Matter No. 1007-00008. All invoices, correspondence, memoranda, and internal records generated in connection with this engagement will reference this matter number.

The Client is requested to reference Matter No. 1007-00008 in all communications with the Firm regarding this engagement, including without limitation emails, letters, telephone calls, and transmittals of documents. Use of this reference number will facilitate prompt routing of communications and accurate tracking of time and expenses incurred on the Client's behalf.

4. Engagement Team and Responsible Attorneys

The Firm has assembled the following team of attorneys to staff this engagement. Each member of the team has been selected for their relevant experience and expertise in the areas of technology transactions, commercial contracts, and intellectual property licensing.

Responsible Partner — Bernard Crawford. Mr. Crawford will serve as the partner with overall supervisory responsibility for this engagement. Mr. Crawford will be the primary point of contact for the Client on all strategic and substantive matters, and he will exercise final review authority over all legal advice, correspondence, and documentation produced by the Firm in connection with this matter. Mr. Crawford brings over twenty-five years of experience in complex commercial transactions, with particular emphasis on technology licensing arrangements in the automotive and mobility sectors.

Billing Partner — Conrad Ashby. Mr. Ashby will have responsibility for billing and financial administration of the engagement. Mr. Ashby will oversee the preparation of monthly invoices, manage the Firm's internal billing processes for this matter, and serve as the Client's point of contact for any questions or concerns relating to fees, disbursements, or billing practices. Mr. Ashby will also provide substantive legal support on selected matters as the engagement requires.

Lead Associate — Gabrielle Moss. Ms. Moss will serve as the lead associate on the engagement and will be responsible for day-to-day legal analysis, drafting, negotiation support, and coordination of work product. Ms. Moss will work closely with Mr. Crawford and will serve as a regular point of contact for the Client's internal team. Ms. Moss has significant experience in software licensing, SaaS and embedded systems agreements, and intellectual property matters.

Working Associate — Aaron Liu. Mr. Liu will provide additional support as needed, particularly with respect to antitrust, competition, and regulatory matters that may arise in the course of the representation. Mr. Liu's involvement will be directed by Mr. Crawford and Ms. Moss and will be limited to those aspects of the engagement where his specialized expertise is required.

The Firm may assign additional attorneys, paralegals, legal assistants, or other support staff to the engagement as needed in order to ensure timely and efficient delivery of legal services. The Firm will use reasonable efforts to keep the Client informed of any material changes in staffing, and the Client may at any time request information regarding the composition of the engagement team.

5. Billing Rates and Fee Arrangements

The Firm will bill the Client for legal services rendered in connection with this engagement on an hourly basis at the following standard rates, which are effective for calendar year 2022:

Paralegal and legal assistant time, if applicable, will be billed at rates ranging from $225.00 to $350.00 per hour depending on the experience level and seniority of the individual performing the work. The Firm will endeavor to utilize paralegals and legal assistants where appropriate in order to provide cost-effective service to the Client.

These rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments, which will be consistent with the Firm's standard rate increases across all practice groups. Rate adjustments will apply to services rendered on or after the effective date of the adjustment.

The Firm does not require a retainer or advance fee deposit in connection with this engagement. All fees will be billed in arrears based on time actually incurred, as described in Section 6 below.

The Firm reserves the right to engage, with the Client's prior written consent, outside consultants, technical experts, or other professionals as reasonably necessary to support the Firm's representation of the Client. Costs for such consultants or experts will be billed separately from the Firm's legal fees and will be passed through to the Client at cost, without markup. The Firm will discuss the anticipated scope and cost of any proposed outside consultant or expert engagement with the Client before incurring such costs.

6. Billing and Payment Terms

The Firm will issue monthly invoices for fees and disbursements incurred during the preceding calendar month. Invoices will be rendered in reasonable detail, including a description of the services performed, the identity of the timekeeper, the time expended, and the applicable billing rate. Invoices will be directed to Sandra M. Okafor, CFO, unless the Client directs otherwise in writing.

Invoices are due and payable within thirty (30) days of the invoice date. Payment may be made by check, wire transfer, or ACH, using the payment instructions that will accompany each invoice.

Disbursements and out-of-pocket expenses reasonably incurred in connection with this engagement will be billed at cost and will be itemized on the Firm's monthly invoices. Such disbursements may include, without limitation, filing fees, court costs, travel expenses (including airfare, lodging, ground transportation, and meals incurred in connection with travel on Client matters), courier and delivery charges, electronic legal research charges, photocopying and printing costs, long-distance telephone and conference call charges, and expert consultant fees approved by the Client pursuant to Section 5 above.

In the event of a fee dispute, the Client agrees to notify the Firm in writing within thirty (30) days of receipt of the invoice that is the subject of the dispute. Such written notice shall set forth in reasonable detail the basis for the Client's objection. The parties will endeavor to resolve any fee dispute promptly and in good faith through direct communication between Mr. Ashby and the Client's designated billing contact. The existence of a fee dispute with respect to any particular invoice shall not relieve the Client of its obligation to pay undisputed amounts when due.

Unpaid balances remaining outstanding after sixty (60) days from the invoice date may accrue interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm reserves all rights and remedies available at law or in equity with respect to the collection of unpaid fees and disbursements, including the right to suspend or withdraw from the representation in accordance with applicable ethical rules in the event of a material and prolonged failure to pay invoices.

7. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check in accordance with its standard internal procedures and the requirements of the Michigan Rules of Professional Conduct. The conflicts check encompassed VMS, MeridianCode Technologies, Inc. (Nasdaq: MCDT), Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and their respective known affiliates, officers, and directors, as identified by the Client and through publicly available information.

Based on the results of this conflicts check, the Firm has identified no disqualifying conflicts of interest with respect to this engagement. The Firm does not currently represent MeridianCode Technologies, Inc. or any of its affiliates in any matter, whether related or unrelated to the subject matter of this engagement.

The Client acknowledges that the Firm is a large, multi-practice law firm that represents numerous clients across a broad range of industries and practice areas. The Client further acknowledges that the Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to this engagement that may involve parties with interests different from or adverse to those of VMS, provided that such matters are not substantially related to the subject matter of this engagement and that such representation does not otherwise create a disqualifying conflict of interest. The Firm will comply with all applicable ethical rules governing conflicts of interest, including the Michigan Rules of Professional Conduct, and will promptly notify the Client of any actual or potential conflict that may arise during the course of the representation. In the event that a conflict arises that cannot be resolved through appropriate screening measures or the informed consent of the affected clients, the Firm will take such steps as are required by applicable ethical rules, which may include withdrawal from the representation.

8. Confidentiality and Privilege

All communications between the Firm and the Client in connection with this engagement, including oral and written communications, memoranda, analyses, drafts, and other work product, are intended to be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm takes seriously its obligation to preserve the confidentiality and privilege of such communications, and the Firm expects the Client to exercise corresponding diligence in this regard.

The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the Michigan Rules of Professional Conduct and all other applicable laws and regulations governing the confidentiality of attorney-client communications. The Firm will not disclose Client confidences or secrets to any third party without the Client's prior consent, except as required by law, court order, or applicable ethical rules.

The Client should take care to maintain the privileged nature of communications with the Firm by limiting the distribution of legal advice, memoranda, and related communications to those individuals within VMS who have a need to know in connection with this matter. Indiscriminate distribution of privileged communications, including forwarding of emails containing legal advice, may result in the waiver of the attorney-client privilege. The Client should consult with the Firm before distributing any privileged communication to individuals outside the core engagement team.

Communications with third parties in connection with this engagement, including but not limited to communications with Ashgrove Equity Partners personnel — such as Katherine ("Kate") Drummond, Partner, Portfolio Operations, and VMS board observer — should be carefully coordinated through the Firm to preserve the attorney-client privilege to the maximum extent possible. The Firm is available to provide guidance on the structuring of communications with third parties to minimize the risk of inadvertent privilege waiver, including the use of common interest or joint defense agreements where appropriate and advisable.

9. Document Retention

The Firm will maintain files related to this engagement, including correspondence, memoranda, drafts, research, and other work product, in accordance with the Firm's standard document retention policies. These policies comply with all applicable legal and ethical requirements governing the retention of client files and records.

Upon the conclusion of the engagement, whether by completion, termination, or otherwise, the Firm will retain files for a period of seven (7) years from the date of conclusion. Following the expiration of this seven-year retention period, the Firm may destroy the files without further notice to the Client, unless the Client has submitted a written request for the return of the files prior to such destruction. The Client acknowledges that certain original documents provided to the Firm during the course of the engagement may be returned to the Client at the conclusion of the matter, and the Firm encourages the Client to request the return of any such documents promptly upon conclusion.

The Client is responsible for maintaining its own copies of all original documents, agreements, business records, and other materials, regardless of whether such materials have been provided to the Firm in connection with this engagement. The Firm's retention of copies of such materials does not relieve the Client of this obligation.

10. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's ethical obligations under the Michigan Rules of Professional Conduct and any other applicable rules of professional conduct, including without limitation the Firm's obligation to provide reasonable notice of withdrawal, to take steps to protect the Client's interests, and to avoid prejudice to the Client.

Upon termination of the engagement, the Client will remain responsible for the payment of all fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Sections 5 and 6 of this letter. The Firm will issue a final invoice promptly following the effective date of termination.

In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, if applicable, including providing reasonable access to files, transferring work product, and communicating relevant background information to successor counsel. The Client acknowledges that the Firm's cooperation in any such transition is subject to the Client's satisfaction of all outstanding financial obligations to the Firm, to the extent permitted by applicable ethical rules.

11. Limitation of Liability

The Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Client to the Firm in connection with the specific matter giving rise to the claim. This limitation applies to all claims and causes of action arising out of or relating to the Firm's performance or non-performance of legal services under this engagement, regardless of the form of action or the theory of recovery.

This limitation of liability shall not apply to the extent that it is prohibited by applicable law, the Michigan Rules of Professional Conduct, or any other applicable rules of professional conduct governing the Firm's practice. Nothing in this Section 11 shall be construed to limit the Client's right to file a complaint with the appropriate attorney disciplinary authority or to seek any remedy that cannot be contractually limited under applicable law.

12. Governing Law

This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client shall be resolved in the state or federal courts located in Wayne County, Michigan, and each party hereby consents to the personal jurisdiction and venue of such courts.

13. Counterparty and Opposing Counsel Identification

For the Firm's records and for purposes of ongoing conflicts monitoring, the Client has identified the following counterparty and opposing counsel in connection with the MESLSA transaction:

Counterparty: Meridian Code Technologies, Inc. (Nasdaq: MCDT), a California corporation.

Counterparty Counsel: Redstone Whitaker LLP, headquartered at 555 Mission Street, Suite 2800, San Francisco, California 94105. The Firm understands that Alan M. Briscoe, Partner (Technology Transactions), is lead counsel for MeridianCode in connection with this transaction. All substantive communications with MeridianCode and its counsel relating to the negotiation and execution of the MESLSA will be directed through Mr. Briscoe or his designee, unless otherwise agreed by the parties.

14. Client Contacts and Authorization

The Firm understands that Martin G. Cross, General Counsel, is the primary Client contact for this engagement and is authorized to provide instructions, directions, and decisions to the Firm on behalf of VMS with respect to all aspects of the representation. Unless otherwise directed, the Firm will direct all substantive communications regarding the engagement to Mr. Cross.

In addition to Mr. Cross, the following individuals are authorized to communicate with the Firm and to provide instructions on behalf of VMS within their respective areas of responsibility:

• Rachel A. Huang, Vice President, Procurement & Strategic Sourcing — authorized to communicate with the Firm regarding commercial and procurement aspects of the MESLSA, including fee structures, service levels, and vendor management matters;

• Dennis J. Whitfield, Chief Technology Officer — authorized to communicate with the Firm regarding technical matters related to Project Argonaut, including the technical specifications and integration requirements for the ATLAS-RT™ software; and

• Sandra M. Okafor, Chief Financial Officer — authorized to communicate with the Firm regarding billing, invoicing, and financial matters related to this engagement.

Instructions from other VMS personnel will be accepted by the Firm only upon prior written authorization from Mr. Cross. The Client should promptly notify the Firm in writing of any changes to the individuals authorized to provide instructions on behalf of VMS.

15. Acceptance and Execution

We respectfully request that you review the terms set forth in this engagement letter and, if acceptable, execute and return a signed copy of this letter to the Firm. A duplicate original is enclosed for your records. Execution may be accomplished by signing in the space provided below and returning the signed copy by email (PDF) to Bernard Crawford at b.crawford@calderwoodharkness.com, with a hard copy to follow by U.S. mail.

The terms and conditions set forth in this letter shall become effective upon execution by both parties. In the event that VMS begins providing instructions to the Firm or the Firm begins performing legal services prior to the formal execution of this letter, such performance shall be deemed to constitute acceptance of the terms herein.

We look forward to working with Vantage on this important engagement and are available to discuss any questions you may have regarding the terms of this letter. Please do not hesitate to contact Bernard Crawford at (313) 442-7824 or Gabrielle Moss at (313) 442-7861 at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Bernard Crawford

Title: Partner (Responsible Partner)

Date: ________

By: ________

Name: Conrad Ashby

Title: Partner (Billing Partner)

Date: ________

AGREED AND ACCEPTED:

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Martin G. Cross

Title: General Counsel

Date: ________

Enclosures: None. Draft MESLSA to be provided separately upon receipt from MeridianCode / Redstone Whitaker LLP.

cc: Sandra M. Okafor, Chief Financial Officer, Vantage Mobility Systems Corp. cc: Rachel A. Huang, Vice President, Procurement & Strategic Sourcing, Vantage Mobility Systems Corp.

Timekeeper Category	Hourly Rate
Partners	$895.00
Associates	$545.00
Paralegals / Legal Assistants	$225.00 – $350.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Renaissance Center, Suite 3200 Detroit, Michigan 48243
Telephone: (313) 442-7800 Facsimile: (313) 442-7801 www.calderwoodharkness.com
June 17, 2022
Via Email and U.S. Mail
Mr. Martin G. Cross General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312
Dear Mr. Cross:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Vantage Mobility Systems Corp., a Delaware corporation ("VMS," "Vantage," or the "Client"), to provide legal representation in connection with the matters described herein. We value the confidence that Vantage has placed in our Firm, and we are committed to delivering the highest quality legal counsel throughout the course of this engagement.
This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client. Upon execution by both parties, this letter will constitute a binding agreement between the Firm and the Client governing the scope, terms, and conditions of the Firm's representation. We ask that you review the terms of this letter carefully and contact us with any questions prior to execution.
2. Scope of Representation
The Firm is engaged to advise VMS in connection with the negotiation, review, and execution of a Master Embedded Software License and Services Agreement (the "MESLSA") with Meridian Code Technologies, Inc., a California corporation ("MeridianCode" or "MCT"), for the licensing of embedded real-time operating system software marketed under the trade name ATLAS-RT™. It is our understanding that the ATLAS-RT™ software is intended to be integrated into VMS's next-generation adaptive vehicle platform program, which is internally designated within VMS as "Project Argonaut."
More specifically, the scope of the Firm's engagement shall include the following:
(a) Review and negotiation of the MESLSA and all related exhibits, schedules, statements of work, and ancillary agreements, including without limitation any non-disclosure agreements, data processing addenda, service level agreements, escrow agreements, or transition services agreements that may be required in connection with the MESLSA;
(b) Analysis of intellectual property provisions contained within the MESLSA and related documents, including but not limited to provisions governing ownership of derivative works, license-back terms, rights in jointly developed intellectual property, background intellectual property protections, and open-source software compliance obligations;
(c) Analysis of fee structures, payment milestones, royalty provisions, and financial risk provisions, including any minimum commitment obligations, true-up mechanisms, audit rights, and financial penalties or incentives;
(d) Assessment of termination, dormancy, and wind-down provisions, including transition assistance obligations, data return and destruction requirements, survival clauses, and the effect of termination on intellectual property rights and license grants;
(e) Advice on compliance with VMS's existing contractual obligations, including but not limited to any covenants or restrictions contained in VMS's credit facility or other financing arrangements that may be implicated by the terms of the MESLSA, and any obligations arising under VMS's existing supplier agreements or customer contracts;
(f) Ongoing counsel regarding the administration, interpretation, enforcement, modification, or termination of the MESLSA following its execution, including advice on compliance with post-closing obligations and resolution of any disputes that may arise under the agreement; and
(g) Such other related matters as may be mutually agreed upon by the Firm and the Client from time to time.
The Client understands and acknowledges that the scope of this engagement is limited to the matters described above. Should VMS require legal services in connection with matters outside the scope of this engagement, the Firm and the Client will enter into a separate engagement letter or amend this letter by mutual written agreement.
It is important to note that this engagement does not extend to the representation of Kestrel Capital Partners, LP ("Ashgrove Equity Partners"), VMS's private equity sponsor. Ashgrove Equity Partners is not a client of the Firm in connection with this matter, and no attorney-client relationship exists or will be created between the Firm and Ashgrove Equity Partners by virtue of this engagement. Any communications between the Firm and Ashgrove Equity Partners personnel in connection with this matter will be conducted at the direction of, and on behalf of, VMS as the Client.
Additionally, the Firm's representation does not include the provision of tax advice of any kind, including without limitation advice regarding the tax consequences of the MESLSA, the structuring of payments or license fees, or the characterization of transactions for federal, state, or foreign tax purposes. VMS should consult its own qualified tax advisors with respect to any tax matters arising in connection with the MESLSA or Project Argonaut. Similarly, the Firm is not engaged to provide auditing, accounting, or financial advisory services, which remain the responsibility of VMS's independent auditor, Ashford & Greer, P.C., and such other accounting professionals as VMS may retain from time to time.
3. Matter Number and Internal Reference
This engagement will be tracked within the Firm's internal systems under C&H Matter No. 1007-00008. All invoices, correspondence, memoranda, and internal records generated in connection with this engagement will reference this matter number.
The Client is requested to reference Matter No. 1007-00008 in all communications with the Firm regarding this engagement, including without limitation emails, letters, telephone calls, and transmittals of documents. Use of this reference number will facilitate prompt routing of communications and accurate tracking of time and expenses incurred on the Client's behalf.
4. Engagement Team and Responsible Attorneys
The Firm has assembled the following team of attorneys to staff this engagement. Each member of the team has been selected for their relevant experience and expertise in the areas of technology transactions, commercial contracts, and intellectual property licensing.
Responsible Partner — Bernard Crawford. Mr. Crawford will serve as the partner with overall supervisory responsibility for this engagement. Mr. Crawford will be the primary point of contact for the Client on all strategic and substantive matters, and he will exercise final review authority over all legal advice, correspondence, and documentation produced by the Firm in connection with this matter. Mr. Crawford brings over twenty-five years of experience in complex commercial transactions, with particular emphasis on technology licensing arrangements in the automotive and mobility sectors.
Billing Partner — Conrad Ashby. Mr. Ashby will have responsibility for billing and financial administration of the engagement. Mr. Ashby will oversee the preparation of monthly invoices, manage the Firm's internal billing processes for this matter, and serve as the Client's point of contact for any questions or concerns relating to fees, disbursements, or billing practices. Mr. Ashby will also provide substantive legal support on selected matters as the engagement requires.
Lead Associate — Gabrielle Moss. Ms. Moss will serve as the lead associate on the engagement and will be responsible for day-to-day legal analysis, drafting, negotiation support, and coordination of work product. Ms. Moss will work closely with Mr. Crawford and will serve as a regular point of contact for the Client's internal team. Ms. Moss has significant experience in software licensing, SaaS and embedded systems agreements, and intellectual property matters.
Working Associate — Aaron Liu. Mr. Liu will provide additional support as needed, particularly with respect to antitrust, competition, and regulatory matters that may arise in the course of the representation. Mr. Liu's involvement will be directed by Mr. Crawford and Ms. Moss and will be limited to those aspects of the engagement where his specialized expertise is required.
The Firm may assign additional attorneys, paralegals, legal assistants, or other support staff to the engagement as needed in order to ensure timely and efficient delivery of legal services. The Firm will use reasonable efforts to keep the Client informed of any material changes in staffing, and the Client may at any time request information regarding the composition of the engagement team.
5. Billing Rates and Fee Arrangements
The Firm will bill the Client for legal services rendered in connection with this engagement on an hourly basis at the following standard rates, which are effective for calendar year 2022:
Paralegal and legal assistant time, if applicable, will be billed at rates ranging from $225.00 to $350.00 per hour depending on the experience level and seniority of the individual performing the work. The Firm will endeavor to utilize paralegals and legal assistants where appropriate in order to provide cost-effective service to the Client.
These rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments, which will be consistent with the Firm's standard rate increases across all practice groups. Rate adjustments will apply to services rendered on or after the effective date of the adjustment.
The Firm does not require a retainer or advance fee deposit in connection with this engagement. All fees will be billed in arrears based on time actually incurred, as described in Section 6 below.
The Firm reserves the right to engage, with the Client's prior written consent, outside consultants, technical experts, or other professionals as reasonably necessary to support the Firm's representation of the Client. Costs for such consultants or experts will be billed separately from the Firm's legal fees and will be passed through to the Client at cost, without markup. The Firm will discuss the anticipated scope and cost of any proposed outside consultant or expert engagement with the Client before incurring such costs.
6. Billing and Payment Terms
The Firm will issue monthly invoices for fees and disbursements incurred during the preceding calendar month. Invoices will be rendered in reasonable detail, including a description of the services performed, the identity of the timekeeper, the time expended, and the applicable billing rate. Invoices will be directed to Sandra M. Okafor, CFO, unless the Client directs otherwise in writing.
Invoices are due and payable within thirty (30) days of the invoice date. Payment may be made by check, wire transfer, or ACH, using the payment instructions that will accompany each invoice.
Disbursements and out-of-pocket expenses reasonably incurred in connection with this engagement will be billed at cost and will be itemized on the Firm's monthly invoices. Such disbursements may include, without limitation, filing fees, court costs, travel expenses (including airfare, lodging, ground transportation, and meals incurred in connection with travel on Client matters), courier and delivery charges, electronic legal research charges, photocopying and printing costs, long-distance telephone and conference call charges, and expert consultant fees approved by the Client pursuant to Section 5 above.
In the event of a fee dispute, the Client agrees to notify the Firm in writing within thirty (30) days of receipt of the invoice that is the subject of the dispute. Such written notice shall set forth in reasonable detail the basis for the Client's objection. The parties will endeavor to resolve any fee dispute promptly and in good faith through direct communication between Mr. Ashby and the Client's designated billing contact. The existence of a fee dispute with respect to any particular invoice shall not relieve the Client of its obligation to pay undisputed amounts when due.
Unpaid balances remaining outstanding after sixty (60) days from the invoice date may accrue interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm reserves all rights and remedies available at law or in equity with respect to the collection of unpaid fees and disbursements, including the right to suspend or withdraw from the representation in accordance with applicable ethical rules in the event of a material and prolonged failure to pay invoices.
7. Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check in accordance with its standard internal procedures and the requirements of the Michigan Rules of Professional Conduct. The conflicts check encompassed VMS, MeridianCode Technologies, Inc. (Nasdaq: MCDT), Kestrel Capital Partners, LP, Cobalt Ridge Partners GP, LLC, and their respective known affiliates, officers, and directors, as identified by the Client and through publicly available information.
Based on the results of this conflicts check, the Firm has identified no disqualifying conflicts of interest with respect to this engagement. The Firm does not currently represent MeridianCode Technologies, Inc. or any of its affiliates in any matter, whether related or unrelated to the subject matter of this engagement.
The Client acknowledges that the Firm is a large, multi-practice law firm that represents numerous clients across a broad range of industries and practice areas. The Client further acknowledges that the Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to this engagement that may involve parties with interests different from or adverse to those of VMS, provided that such matters are not substantially related to the subject matter of this engagement and that such representation does not otherwise create a disqualifying conflict of interest. The Firm will comply with all applicable ethical rules governing conflicts of interest, including the Michigan Rules of Professional Conduct, and will promptly notify the Client of any actual or potential conflict that may arise during the course of the representation. In the event that a conflict arises that cannot be resolved through appropriate screening measures or the informed consent of the affected clients, the Firm will take such steps as are required by applicable ethical rules, which may include withdrawal from the representation.
8. Confidentiality and Privilege
All communications between the Firm and the Client in connection with this engagement, including oral and written communications, memoranda, analyses, drafts, and other work product, are intended to be protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm takes seriously its obligation to preserve the confidentiality and privilege of such communications, and the Firm expects the Client to exercise corresponding diligence in this regard.
The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the Michigan Rules of Professional Conduct and all other applicable laws and regulations governing the confidentiality of attorney-client communications. The Firm will not disclose Client confidences or secrets to any third party without the Client's prior consent, except as required by law, court order, or applicable ethical rules.
The Client should take care to maintain the privileged nature of communications with the Firm by limiting the distribution of legal advice, memoranda, and related communications to those individuals within VMS who have a need to know in connection with this matter. Indiscriminate distribution of privileged communications, including forwarding of emails containing legal advice, may result in the waiver of the attorney-client privilege. The Client should consult with the Firm before distributing any privileged communication to individuals outside the core engagement team.
Communications with third parties in connection with this engagement, including but not limited to communications with Ashgrove Equity Partners personnel — such as Katherine ("Kate") Drummond, Partner, Portfolio Operations, and VMS board observer — should be carefully coordinated through the Firm to preserve the attorney-client privilege to the maximum extent possible. The Firm is available to provide guidance on the structuring of communications with third parties to minimize the risk of inadvertent privilege waiver, including the use of common interest or joint defense agreements where appropriate and advisable.
9. Document Retention
The Firm will maintain files related to this engagement, including correspondence, memoranda, drafts, research, and other work product, in accordance with the Firm's standard document retention policies. These policies comply with all applicable legal and ethical requirements governing the retention of client files and records.
Upon the conclusion of the engagement, whether by completion, termination, or otherwise, the Firm will retain files for a period of seven (7) years from the date of conclusion. Following the expiration of this seven-year retention period, the Firm may destroy the files without further notice to the Client, unless the Client has submitted a written request for the return of the files prior to such destruction. The Client acknowledges that certain original documents provided to the Firm during the course of the engagement may be returned to the Client at the conclusion of the matter, and the Firm encourages the Client to request the return of any such documents promptly upon conclusion.
The Client is responsible for maintaining its own copies of all original documents, agreements, business records, and other materials, regardless of whether such materials have been provided to the Firm in connection with this engagement. The Firm's retention of copies of such materials does not relieve the Client of this obligation.
10. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's ethical obligations under the Michigan Rules of Professional Conduct and any other applicable rules of professional conduct, including without limitation the Firm's obligation to provide reasonable notice of withdrawal, to take steps to protect the Client's interests, and to avoid prejudice to the Client.
Upon termination of the engagement, the Client will remain responsible for the payment of all fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in Sections 5 and 6 of this letter. The Firm will issue a final invoice promptly following the effective date of termination.
In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, if applicable, including providing reasonable access to files, transferring work product, and communicating relevant background information to successor counsel. The Client acknowledges that the Firm's cooperation in any such transition is subject to the Client's satisfaction of all outstanding financial obligations to the Firm, to the extent permitted by applicable ethical rules.
11. Limitation of Liability
The Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Client to the Firm in connection with the specific matter giving rise to the claim. This limitation applies to all claims and causes of action arising out of or relating to the Firm's performance or non-performance of legal services under this engagement, regardless of the form of action or the theory of recovery.
This limitation of liability shall not apply to the extent that it is prohibited by applicable law, the Michigan Rules of Professional Conduct, or any other applicable rules of professional conduct governing the Firm's practice. Nothing in this Section 11 shall be construed to limit the Client's right to file a complaint with the appropriate attorney disciplinary authority or to seek any remedy that cannot be contractually limited under applicable law.
12. Governing Law
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client shall be resolved in the state or federal courts located in Wayne County, Michigan, and each party hereby consents to the personal jurisdiction and venue of such courts.
13. Counterparty and Opposing Counsel Identification
For the Firm's records and for purposes of ongoing conflicts monitoring, the Client has identified the following counterparty and opposing counsel in connection with the MESLSA transaction:
Counterparty: Meridian Code Technologies, Inc. (Nasdaq: MCDT), a California corporation.
Counterparty Counsel: Redstone Whitaker LLP, headquartered at 555 Mission Street, Suite 2800, San Francisco, California 94105. The Firm understands that Alan M. Briscoe, Partner (Technology Transactions), is lead counsel for MeridianCode in connection with this transaction. All substantive communications with MeridianCode and its counsel relating to the negotiation and execution of the MESLSA will be directed through Mr. Briscoe or his designee, unless otherwise agreed by the parties.
14. Client Contacts and Authorization
The Firm understands that Martin G. Cross, General Counsel, is the primary Client contact for this engagement and is authorized to provide instructions, directions, and decisions to the Firm on behalf of VMS with respect to all aspects of the representation. Unless otherwise directed, the Firm will direct all substantive communications regarding the engagement to Mr. Cross.
In addition to Mr. Cross, the following individuals are authorized to communicate with the Firm and to provide instructions on behalf of VMS within their respective areas of responsibility:
•  Rachel A. Huang, Vice President, Procurement & Strategic Sourcing — authorized to communicate with the Firm regarding commercial and procurement aspects of the MESLSA, including fee structures, service levels, and vendor management matters;
•  Dennis J. Whitfield, Chief Technology Officer — authorized to communicate with the Firm regarding technical matters related to Project Argonaut, including the technical specifications and integration requirements for the ATLAS-RT™ software; and
•  Sandra M. Okafor, Chief Financial Officer — authorized to communicate with the Firm regarding billing, invoicing, and financial matters related to this engagement.
Instructions from other VMS personnel will be accepted by the Firm only upon prior written authorization from Mr. Cross. The Client should promptly notify the Firm in writing of any changes to the individuals authorized to provide instructions on behalf of VMS.
15. Acceptance and Execution
We respectfully request that you review the terms set forth in this engagement letter and, if acceptable, execute and return a signed copy of this letter to the Firm. A duplicate original is enclosed for your records. Execution may be accomplished by signing in the space provided below and returning the signed copy by email (PDF) to Bernard Crawford at b.crawford@calderwoodharkness.com, with a hard copy to follow by U.S. mail.
The terms and conditions set forth in this letter shall become effective upon execution by both parties. In the event that VMS begins providing instructions to the Firm or the Firm begins performing legal services prior to the formal execution of this letter, such performance shall be deemed to constitute acceptance of the terms herein.
We look forward to working with Vantage on this important engagement and are available to discuss any questions you may have regarding the terms of this letter. Please do not hesitate to contact Bernard Crawford at (313) 442-7824 or Gabrielle Moss at (313) 442-7861 at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Bernard Crawford
Title: Partner (Responsible Partner)
Date: ________
By: ________
Name: Conrad Ashby
Title: Partner (Billing Partner)
Date: ________
AGREED AND ACCEPTED:
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Martin G. Cross
Title: General Counsel
Date: ________
Enclosures: None. Draft MESLSA to be provided separately upon receipt from MeridianCode / Redstone Whitaker LLP.
cc: Sandra M. Okafor, Chief Financial Officer, Vantage Mobility Systems Corp. cc: Rachel A. Huang, Vice President, Procurement & Strategic Sourcing, Vantage Mobility Systems Corp.
Timekeeper Category | Hourly Rate
Partners | $895.00
Associates | $545.00
Paralegals / Legal Assistants | $225.00 – $350.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

VANTAGE MOBILITY SYSTEMS CORP.

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