Contract analysis

I. INTRODUCTION AND PURPOSE I write in my capacity as the responsible partner at Calderwood & Harkness LLP, outside counsel to Vantage Mobility Systems Corp. ("VMS" or "Vantage"), a Delaware corporation headquartered at 4100 Industrial Parkway, Sterling Heights, Michigan 48312. It is my understanding that your firm, Redstone Whitaker LLP, continues to serve as outside counsel to Meridian Code Technologies, Inc. ("Mer

II. BACKGROUND AND CONTEXT A. The MESLSA and Project Argonaut On June 21, 2022, VMS and MeridianCode entered into the MESLSA, a twenty-million-dollar ($20,000,000) embedded-software license agreement pursuant to which MeridianCode granted to VMS a license to MeridianCode's proprietary ATLAS-RT™ real-time operating system for use in automotive and adaptive mobility applications. The ATLAS-RT platform was selected by V

III. IDENTIFICATION OF THE DERIVATIVE WORKS AT ISSUE During the integration period described above, VMS engineers — working under the direction of Lena Petrova and utilizing VMS computing resources, development environments, and proprietary engineering methodologies — created three distinct software modules. These modules have been designated by VMS as DW-001, DW-002, and DW-003 (collectively, the "VMS Derivative Wor

IV. VMS'S LEGAL POSITION ON OWNERSHIP A. Section 7.2 Does Not Apply to Independently Originated VMS Code VMS acknowledges that Section 7.2 of the MESLSA contains provisions addressing intellectual property created during the integration process. Specifically, Section 7.2 provides, in pertinent part: "Any and all modifications, adaptations, or extensions to ATLAS-RT source code created by [VMS] engineers during the in

1. Architectural Independence. The three Modules — DW-001, DW-002, and DW-003 — are architecturally independent of the ATLAS-RT source code. Each Module possesses its own self-contained software architecture, including its own internal data structures, algorithms, and processing logic, none of which are derived from or based upon ATLAS-RT's internal architecture.

2. Standard API Interaction. The Modules interact with ATLAS-RT exclusively through documented, publicly available API calls and standard RTOS interface protocols. The interfaces used by the Modules are the same standard interfaces that any third-party software developer could use to build applications compatible with ATLAS-RT. No proprietary, undocumented, or internal ATLAS-RT interfaces were utilized by VMS enginee

3. No Source Code Copying or Incorporation. No ATLAS-RT source code was copied, modified, incorporated, or otherwise reproduced in any of the three Modules. A line-by-line comparison of the Module source code against the ATLAS-RT codebase reveals no instances of code copying, derivation, or substantial similarity at the source code level.

4. VMS-Proprietary Methodologies and Design. The design, architecture, and implementation of each Module reflect VMS-proprietary engineering methodologies and adaptive-vehicle-specific requirements that are unique to VMS's business and product offerings. The functional requirements addressed by the Modules — wheelchair-accessible vehicle platform control, proprietary sensor array abstraction, and commercial fleet tel

V. VMS'S DEMAND In light of the foregoing, VMS demands that MeridianCode:

1. Acknowledge VMS's Sole Ownership. Acknowledge in writing that DW-001, DW-002, and DW-003 are the sole and exclusive property of Vantage Mobility Systems Corp., and that VMS possesses all right, title, and interest — including all intellectual property rights — in and to the three Modules.

2. Disclaim Any Ownership Interest. Disclaim, in writing, any and all ownership interest, joint or otherwise, in DW-001, DW-002, and DW-003, and confirm that MeridianCode does not and has never possessed any ownership interest in the VMS Derivative Works.

3. Waive License-Back Rights. Waive, in writing, any purported perpetual, royalty-free license-back rights under Section 7.2 of the MESLSA as applied to DW-001, DW-002, and DW-003, and confirm that MeridianCode does not and has never possessed any license rights in or to the VMS Derivative Works.

4. Confirm Non-Use. Confirm in writing that MeridianCode has not, and will not, use, reproduce, distribute, sublicense, or create derivative works based on any portion of DW-001, DW-002, or DW-003, and that MeridianCode has not provided access to or copies of any portion of the VMS Derivative Works to any third party. VMS recognizes that the parties have a number of outstanding issues under the MESLSA, and VMS remain

VI. 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 reserves the right to initiate binding arbitration under the rules of the Midwest Arbitration Institute, seated in Detroit, Michigan, as provided in Section 14.5 of the MESLSA. As Mr. Briscoe is aware, Section 14.5 pr

VII. REQUEST FOR RESPONSE VMS respectfully requests that MeridianCode, through Redstone Whitaker LLP, provide a substantive written response to this letter within thirty (30) calendar days of the date hereof — that is, no later than November 16, 2023. It is VMS's strong preference to resolve the derivative works ownership issue addressed in this letter as part of a comprehensive resolution of all outstanding matters

VIII. CLOSING We appreciate your attention to this matter and look forward to receiving MeridianCode's response within the time frame specified above. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Bernard Crawford Partner Calderwood & Harkness LLP 600 Renaissance Center, Suite 3200 Detroit, Michigan 48243 Telephone: (313) 555-7400 Email: bcrawford@calderwoodharkness.com cc: Martin G. Cross, General Counsel