Contract analysis

I. Purpose and Overview This memorandum summarizes the substance and outcomes of the negotiation call held on November 15, 2022, between counsel for Vantage Mobility Systems Corp. ("VMS") and counsel for Meridian Telematics Solutions, Inc. ("Meridian"), together with designated business representatives of both parties, regarding the Data Processing Agreement ("DPA") currently under negotiation between VMS and Meridia

II. Call Participants The following individuals participated in the November 15, 2022 negotiation call: Calderwood & Harkness LLP (Counsel to VMS): • Rachel Bernstein — Partner, Privacy & Data Security • Alan Burke — Senior Associate, Privacy & Data Security Vantage Mobility Systems Corp.: • Diana Kowalski — Chief Privacy Officer Whitfield, Barrow & Crane LLP (Counsel to Meridian): • Catherine Ng — Partner, Privacy &

III. Background and Context The following background is provided to contextualize the discussion and resolutions summarized in this memorandum. A. The Commercial Relationship VMS and Meridian executed a non-binding Letter of Intent ("LOI") on August 5, 2022, establishing the framework for a connected-vehicle data-sharing partnership. Under the proposed arrangement, Meridian would process and analyze real-time telemat

1. Calderwood & Harkness prepared and circulated DPA version 1.0 to VMS for internal review on September 28, 2022. The initial draft comprised forty-seven (47) pages, including the main body of the agreement and three annexes (Annex A — Data Categories and Processing Details; Annex B — Technical and Organizational Security Measures; and Annex C — Sub-Processor List).

2. VMS approved DPA v1.0 with minor comments on October 7, 2022, at which point Calderwood & Harkness transmitted the draft to WBC on behalf of VMS.

3. WBC returned DPA version 2.0 on October 21, 2022, incorporating sixty-three (63) substantive comments and proposed revisions, along with a cover letter from Catherine Ng summarizing Meridian's principal areas of concern.

4. Calderwood & Harkness prepared the internal Issues Memorandum, dated November 4, 2022, analyzing WBC's redline and identifying eleven (11) material open issues requiring negotiation. The Issues Memorandum was circulated to Rachel Bernstein, Diana Kowalski, Thomas Langford, and Marcus Chen for review in advance of the November 15, 2022 negotiation call.

5. The November 15, 2022 negotiation call is the subject of this memorandum. D. Applicable Regulatory Frameworks The data processing activities contemplated by the DPA implicate the following regulatory frameworks, each of which informed the positions taken by the parties during the negotiation call: • Michigan Identity Theft Protection Act (MCL 445.61 et seq.) — Applicable by virtue of VMS's incorporation and princi

IV. Resolved Issues (7 of 11) The following seven issues were resolved in principle during the November 15, 2022 call. Final language reflecting these resolutions will be incorporated into DPA version 3.0, which Calderwood & Harkness will prepare and circulate to WBC on or before December 2, 2022. All resolutions described below are subject to final drafting review and approval by VMS. A. Issue 1: Definition of "Pers

V. Unresolved Issues (4 of 11) The following four issues were not resolved during the November 15, 2022 call and will require further negotiation, internal consultation, and, in certain cases, additional information (including the results of the pending Pinehurst Cybersecurity Advisors LLC security assessment). Each issue is summarized below, together with a description of the positions advanced by the parties, the s