Contract analysis

I. Purpose and Authority Calderwood & Harkness LLP writes on behalf of its client, Vantage Mobility Systems Corp. ("VMS" or the "Borrower"), a Delaware corporation headquartered at 4100 Industrial Parkway, Sterling Heights, Michigan 48312. The purpose of this letter is to provide formal notice to Pinnacle National Bank, N.A. ("Pinnacle" or the "Administrative Agent") pursuant to Section 6.12 of the Senior Secured Rev

II. Identification of the Material Contract The material contract at issue is the Master Embedded Software License and Services Agreement (the "MESLSA"), dated June 21, 2022, entered into between Vantage Mobility Systems Corp., as licensee, and Meridian Code Technologies, Inc. ("MeridianCode"), a California corporation headquartered at 2750 Orchard Blvd., Suite 400, Santa Clara, California 95054 (Nasdaq: MCDT), as li

III. Description of the Material Status Change — Dormancy We write to advise the Administrative Agent that the MESLSA has been placed into "Dormancy Status" as that term is defined in Section 9.4 of the MESLSA. The relevant facts and chronology are as follows. On March 14, 2023, the Board of Directors of VMS approved a strategic rescoping of Project Argonaut. Under the original project plan, Project Argonaut encompas

Section 9.4 of the MESLSA provides, in relevant part, that if VMS suspends active integration work for more than one hundred twenty (120) consecutive days without providing written notice of suspension to MeridianCode, MeridianCode may, at its election, convert the license to a "Dormancy Status." Under Dormancy Status, MeridianCode's support obligations are reduced to critical-security-patch-only level, all milestone

IV. Financial Status — Fees Paid and Remaining Obligations For the Administrative Agent's reference, we set forth below a summary of amounts paid and remaining obligations under the MESLSA as of the effective date of Dormancy Status. Fees Paid by VMS Through August 3, 2023: Remaining Contractual Commitments Under the MESLSA: With respect to the Year 2 Annual Maintenance & Support Fee, MeridianCode issued an invoice i

V. Impact on the Borrower's Operations and Credit Facility VMS does not believe that the dormancy of the MESLSA constitutes, or will result in, a "Material Adverse Effect" as that term is defined in Section 1.01 of the Credit Agreement. Project Argonaut, while an important strategic initiative for VMS, represents one of several parallel development programs within VMS's overall product portfolio, and the rescoping of

VI. Key Dates and Deadlines For the Administrative Agent's convenience, VMS provides the following summary of key dates and deadlines relevant to the MESLSA and the current Dormancy Status: (a) December 21, 2023 — Section 4.3 of the MESLSA requires VMS to have commenced integration testing on at least two (2) vehicle platforms within eighteen (18) months of the Effective Date. It is VMS's position that Dormancy Statu

VII. Reservation of Rights and Continuing Obligations VMS hereby expressly reserves all of its rights, remedies, and defenses under the MESLSA, the Credit Agreement, and applicable law, including but not limited to its rights to reactivate integration work, to negotiate modified terms, to dispute invoices and claims, and to terminate the MESLSA in accordance with its terms. Nothing in this letter shall be construed a

VIII. Contact Information Should the Administrative Agent have any questions concerning the matters addressed in this letter, or should the Administrative Agent wish to request additional information or documentation, please direct such inquiries to either of the following: Martin G. Cross, Esq. General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, Michigan 48312 Telephone: (586) 27