Contract analysis

1. Background and Agreement Overview As MeridianCode is aware, the MESLSA was executed by the parties and became effective as of June 21, 2022 (the "Effective Date"). Pursuant to the MESLSA, MeridianCode granted to VMS a perpetual license (subject to the initial five-year term ending June 20, 2027) to use, integrate, modify, and deploy the ATLAS-RT™ embedded real-time operating system, Version 4.2, and subsequent min

2. Rescoping of Project Argonaut VMS hereby informs MeridianCode that, on March 14, 2023, the Board of Directors of Vantage Mobility Systems Corp. adopted a formal resolution (Board Resolution No. 2023-07) to rescope Project Argonaut. Pursuant to that resolution, the target vehicle platforms for Project Argonaut were reduced from five Platform Configurations (Argonaut-A through Argonaut-E) to two Platform Configurati

3. Integration Status at Time of Suspension At the time active integration work was suspended on March 22, 2023, the integration status of each of the five Platform Configurations was as follows: (a) Argonaut-A: Milestone 3 of 5 completed. Alpha integration testing was passed on February 28, 2023. All deliverables through Milestone 3, including initial hardware-software interface validation and basic functional testi

4. Invocation of Section 9.4 Dormancy Provisions

Section 9.4 of the MESLSA provides, in relevant part, that if the licensee suspends active integration of the Licensed Software for more than one hundred twenty (120) consecutive days without providing written notice to the licensor, the licensor may, at its election, convert the license to "Dormancy Status." Section 9.4 further provides that the licensee may, by timely written notice delivered prior to the expiratio

5. Effect of Dormancy Status: Support Level Reduction Pursuant to Section 9.4(a) of the MESLSA, upon the conversion of the license to Dormancy Status, MeridianCode's maintenance and support obligations are reduced from the full Tier 1 maintenance and support level (as described in Exhibit D to the MESLSA) to a critical-security-patch-only level. VMS understands and acknowledges that this reduced support scope means t

6. VMS Position on Tolling of Milestone Deadlines

Section 9.4(b) of the MESLSA further provides that the invocation of Dormancy Status tolls all milestone deadlines tied to the licensee's integration progress for the duration of the dormancy period. VMS takes the position that this tolling provision is broad in its application and operates to suspend all contractual deadlines tied to integration progress, including but not limited to the following: (a) The remaining

7. VMS Position on Fee Obligations During Dormancy VMS acknowledges that MeridianCode issued Invoice No. MCT-2023-07-001, dated July 1, 2023, for the Year 2 Annual Maintenance & Support Fee in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000), with payment terms of Net 30 (due date: July 31, 2023). VMS disputes its obligation to pay the full Year 2 Annual Maintenance & Support Fee during the dorman

8. Reservation of Rights Regarding Derivative Works VMS further reserves all of its rights under the MESLSA with respect to derivative works created by VMS engineering personnel during the course of the integration process. During the period of active integration from June 2022 through March 2023, VMS's engineers developed three proprietary software modules designated DW-001, DW-002, and DW-003 (collectively, the "VM

9. General Reservation of Rights VMS expressly reserves all rights, remedies, claims, and defenses available to it under the MESLSA, at law, and in equity. Without limiting the generality of the foregoing, VMS specifically reserves the following: (a) All rights under Section 9.1 of the MESLSA (Termination for Convenience), including VMS's right to terminate the Agreement for convenience upon sixty (60) days' prior wr

10. Request for Acknowledgment VMS requests that MeridianCode acknowledge receipt of this notice and confirm the effective date of Dormancy Status in writing within fifteen (15) business days of its receipt of this letter. MeridianCode's acknowledgment should confirm, at a minimum, the following: (i) receipt of this notice; (ii) MeridianCode's agreement as to the effective date of Dormancy Status; and (iii) MeridianC

11. Notice Provision Compliance This letter is being delivered in compliance with the notice provisions set forth in Section 15.1 of the MESLSA, which requires that all notices, demands, and other communications under the Agreement be in writing and be delivered by overnight courier service or by electronic mail to the addresses specified in Section 15.1 or such other addresses as the parties may designate from time