Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the MESLSA. "Agreement" means this Mutual Release and Standstill Agreement, including all Schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from t

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. (b) As used in this Agreement, the term "including" (and its corre

Section 2.1 — Standstill Period The standstill period under this Agreement (the "Standstill Period") shall commence on the Agreement Date and shall continue for a period of six (6) calendar months, expiring on the date that is six (6) calendar months following the Agreement Date. During the Standstill Period, neither Party shall, directly or indirectly, initiate, file, commence, or cause to be initiated, filed, or co

Section 2.2 — Extension of Standstill The Standstill Period may be extended beyond the initial six (6) calendar month term by mutual written agreement of the Parties. Any such extension shall be documented in a writing that (a) specifies the duration of the extension, (b) is signed by authorized representatives of both Parties, and (c) expressly references this Section 2.2. No unilateral extension of the Standstill P

Section 2.3 — Tolling of Limitations Periods The Parties acknowledge and agree that all statutes of limitation, contractual limitation periods, laches periods, prescription periods, and any other time-based defenses or bars applicable to the Existing Disputes or to any claims, counterclaims, cross-claims, or defenses arising under or relating to the MESLSA (collectively, "Limitation Periods") shall be tolled for the

Section 2.4 — Good Faith Negotiations During the Standstill Period, the Parties agree to continue to negotiate in good faith toward a comprehensive amendment to the MESLSA (or such other definitive agreement as the Parties may determine to be appropriate) addressing, at a minimum, the following subjects: (i) scope reduction of Project Argonaut from five platforms to two platforms, (ii) fee restructuring to reflect th

Section 2.5 — Preservation of Arbitration Rights Post-Standstill If the Parties fail to reach a comprehensive resolution of the Existing Disputes and the matters described in Section 2.4 during the Standstill Period (or any extension thereof pursuant to Section 2.2), either Party may, upon the expiration of the Standstill Period, initiate arbitration proceedings in accordance with the dispute resolution provisions of

Section 2.6 — Interaction with Dormancy Cap Date The Parties acknowledge that the Dormancy Cap Date under Section 9.4 of the MESLSA is August 3, 2024, being twelve (12) months from the date of the Dormancy Acknowledgment. The Parties further acknowledge that, depending on the Agreement Date, the Standstill Period may extend beyond the Dormancy Cap Date. To the extent the Standstill Period extends beyond the Dormancy

Section 3.1 — Scope of Release Subject to the terms, conditions, and carve-outs set forth in this Agreement (including the carve-outs in Section 3.2), each Party, on behalf of itself and its respective affiliates, parents, subsidiaries, successors, assigns, officers, directors, employees, agents, attorneys, consultants, and representatives (collectively, the "Releasing Persons"), hereby irrevocably and unconditionall

Section 3.2 — Carve-Outs from Release The release set forth in Section 3.1 expressly does not extend to, and shall not be construed to release, discharge, or otherwise affect, any of the following: (a) Any claims arising under the MESLSA other than the Existing Disputes, including but not limited to: (i) claims related to Milestones 4 and 5 of Statement of Work No. 1, including any unpaid integration services fees in

Section 3.3 — Treatment of Year 2 Maintenance Fee As part of the mutual release contemplated by this Agreement, and as partial consideration for the standstill and other covenants set forth herein: (a) MeridianCode hereby irrevocably and unconditionally releases VMS from any and all obligations to pay the Disputed Maintenance Invoice, being the Year 2 Maintenance & Support Fee in the amount of Two Million Four Hundre

Section 3.4 — Treatment of Derivative Works As part of the mutual release contemplated by this Agreement: (a) The Parties hereby release all Released Claims against each other related to the ownership, use, licensing, commercialization, and exploitation of the Derivative Works (DW-001, DW-002, and DW-003) as of the Agreement Date, subject to the carve-outs in Section 3.2 and the interim arrangements set forth in this

Section 3.5 — Waiver of Unknown Claims Each Party expressly, knowingly, and voluntarily waives and relinquishes any and all rights it may have under any statute or common-law principle of any jurisdiction that would otherwise limit the scope of a general release to those claims that are known or suspected to exist at the time the release is granted. Without limiting the generality of the foregoing, each Party acknowl

Section 3.6 — No Admission This Agreement and the mutual releases contained herein shall not be construed as, and do not constitute, an admission of liability, fault, wrongdoing, breach, or violation of any law, regulation, contractual obligation, or duty by either Party. Each Party expressly denies any liability, fault, or wrongdoing in connection with the Existing Disputes. Neither this Agreement nor any of its ter

ARTICLE IV — PRESERVATION OF MESLSA AND DORMANCY STATUS

Section 4.1 — Continuation of MESLSA The MESLSA shall remain in full force and effect during the Standstill Period, subject to the Dormancy Status established pursuant to Section 9.4 thereof and the modifications expressly set forth in this Agreement. The Parties confirm that neither the execution nor the performance of this Agreement shall be deemed to constitute a termination, cancellation, rescission, or repudiati

Section 4.2 — Support During Standstill During the Standstill Period, MeridianCode's maintenance and support obligations under the MESLSA shall remain at the critical-security-patch-only level as provided under the Dormancy Status provisions of Section 9.4 of the MESLSA. Specifically, MeridianCode shall continue to: (a) provide critical security patches for ATLAS-RT™ Version 4.2.3 to VMS as necessary to address vulne

Section 4.3 — Tolling of MESLSA Deadlines The Parties agree that the following deadlines and time periods under the MESLSA shall be tolled for the entire duration of the Standstill Period (including any extension thereof pursuant to Section 2.2): (a) Use-It-or-Lose-It Deadline. The Section 4.3 "Use-It-or-Lose-It" deadline under the MESLSA (originally December 21, 2023, requiring VMS to have commenced integration test

Section 4.4 — Fees During Standstill No additional license fees, maintenance fees, support fees, integration services fees, per-unit runtime royalties, or any other fees, charges, or amounts of any kind shall accrue or become payable by VMS to MeridianCode during the Standstill Period by reason of the MESLSA, this Agreement, or otherwise. The Standstill Period shall be treated as a fee-free period for all purposes un

Section 4.5 — Status of Unpaid Amounts The remaining contractual commitment under the MESLSA, consisting of: (a) One Million Two Hundred Eighty Thousand Dollars ($1,280,000) in unpaid integration services fees for Milestones 4 and 5 of Statement of Work No. 1; and (b) up to Four Million Dollars ($4,000,000) in per-unit runtime royalties at a rate of Eighty Dollars ($80) per unit for up to fifty thousand (50,000) unit

ARTICLE V — VMS REACTIVATION RIGHTS

Section 5.1 — Right to Reactivate VMS shall have the right, exercisable at any time during the Standstill Period or within thirty (30) calendar days following the expiration of the Standstill Period (such period, the "Reactivation Window"), to deliver a written Reactivation Notice to MeridianCode electing to reactivate the MESLSA and resume integration activities under Project Argonaut. The Reactivation Notice shall

Section 5.2 — Effect of Reactivation Upon VMS's delivery of a valid Reactivation Notice to MeridianCode in accordance with Section 5.1: (a) Dormancy Status under Section 9.4 of the MESLSA shall terminate as of the date of receipt of the Reactivation Notice by MeridianCode (or such later date as may be specified in the Reactivation Notice, but in no event more than thirty (30) days after receipt), and the MESLSA shall

Section 5.3 — No Reactivation Fee VMS shall not be required to pay any reactivation fee, restart fee, reinstatement fee, or similar charge to MeridianCode as a condition of, or in connection with, the reactivation of the MESLSA under this Article V. This provision is without prejudice to any comprehensive amendment negotiated during the Standstill Period that may include different terms, including a restructured fee

Section 5.4 — Preservation of Prepaid Fees Upon reactivation of the MESLSA pursuant to this Article V, all fees previously paid by VMS to MeridianCode in the aggregate amount of Twelve Million Three Hundred Twenty Thousand Dollars ($12,320,000) shall be fully credited and shall continue to apply toward VMS's obligations under the MESLSA. No portion of such prepaid fees shall be subject to forfeiture, clawback, disgor

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations Each Party hereby represents and warrants to the other Party, as of the Agreement Date, as follows: (a) Organization and Good Standing. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation (in the case of VMS, the State of Delaware; in the case of MeridianCode, the State of California), and has all r

Section 6.2 — VMS Additional Representations VMS additionally represents and warrants to MeridianCode, as of the Agreement Date, as follows: (a) Lender Notification. VMS has notified Pinnacle National Bank, N.A. (as administrative agent under VMS's One Hundred Seventy-Five Million Dollar ($175,000,000) Senior Secured Revolving Credit Facility dated September 12, 2019, as amended) (the "Credit Facility") of the Dorman

Section 6.3 — MeridianCode Additional Representations MeridianCode additionally represents and warrants to VMS, as of the Agreement Date, as follows: (a) No Third-Party Rights in Derivative Works. MeridianCode has not granted, assigned, transferred, licensed, sublicensed, pledged, or otherwise conveyed any rights in or to the Derivative Works (DW-001, DW-002, and DW-003) to any third party that would conflict with, l

Section 7.1 — Confidential Treatment The terms and existence of this Agreement, all negotiations, discussions, correspondence, and communications leading to or in connection with this Agreement, and all information, documents, data, and materials exchanged between the Parties in connection herewith (collectively, "Confidential Agreement Information") shall be treated as strictly confidential by both Parties and shall

Section 7.2 — Survival of MESLSA Confidentiality The confidentiality provisions of the MESLSA (including Section 11 thereof and any associated exhibits or schedules) shall remain in full force and effect during the Standstill Period and thereafter in accordance with their terms. Nothing in this Agreement shall be construed to modify, limit, supersede, or otherwise affect the Parties' confidentiality obligations under

ARTICLE VIII — TERMINATION OF THIS AGREEMENT

Section 8.1 — Expiration This Agreement shall terminate automatically upon the expiration of the Standstill Period (as the same may be extended pursuant to Section 2.2), without any further action or notice by either Party; provided, however, that the following provisions shall survive such termination and shall continue in full force and effect in accordance with their respective terms: (a) the mutual releases set f

Section 8.2 — Termination for Breach Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and fails to cure such breach within such thirty (30) day notice period. For the avoidance of doubt, a material breach of this Agreement shall include, without limitation, (i) the initiation of any

Section 8.3 — Effect of Termination Upon termination of this Agreement (other than by reason of the execution and delivery of a comprehensive amendment to the MESLSA or other definitive agreement between the Parties resolving the matters addressed herein), the Parties' rights and obligations under the MESLSA shall be determined solely by reference to the MESLSA (as modified by the releases set forth in this Agreement

Section 9.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to any conflict-of-law principles that would require or permit the application of the laws of any other jurisdiction. Each Party irrevocably consents to the personal jurisdiction and venue of the state and federal courts located in Wayne County, Michigan, solely for the pu

Section 9.2 — Dispute Resolution Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (as distinguished from disputes arising under the MESLSA, which shall be governed by the dispute resolution provisions of the MESLSA), shall be resolved by binding arbitration under the rules of the Midwest Arbitration Institute,

Section 9.3 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) transmitted by electronic mail (with con

Section 9.4 — Entire Agreement This Agreement, together with the MESLSA and its exhibits, statements of work, schedules, and amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, discussions, term sheets, letters of intent, and agreements (whether written or oral) relating t

Section 9.5 — Amendment; Waiver No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a writing that expressly references this Agreement and is duly executed by authorized representatives of both Parties. No waiver of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default. No single or partial exerci

Section 9.6 — Severability If any provision of this Agreement is held by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 9.7 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail (including PDF or any electronic signature technology complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Trans

Section 9.8 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any other person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the for

Section 9.9 — Assignment Neither Party may assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights, interests, or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent may be withheld in such other Party's sole discretion; provided, however, that VMS may assign this Agreement without MeridianCode's consent

Section 9.10 — Attorneys' Fees Except as otherwise expressly provided in this Agreement, each Party shall bear its own attorneys' fees, costs, expenses, and disbursements incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement. In the event of any arbitration or other proceeding to enforce the terms of this Agreement, the prevailing Party shall be entitled to r

Section 9.11 — Relationship to MESLSA In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the MESLSA, this Agreement shall control and prevail solely with respect to the Existing Disputes and the matters expressly addressed herein (including the standstill, mutual release, tolling, dormancy preservation, reactivation, and interim Derivative Works arrangements). A

Section 9.12 — Further Assurances Each Party agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the other Party to carry out the purposes and intent of this Agreement and to confirm and effectuate the rights, obligations, and transactions contemplated hereby. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF,

I. The Fee Dispute Description: The Fee Dispute concerns the obligation of VMS to pay the Year 2 Maintenance & Support Fee in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000), invoiced by MeridianCode on July 1, 2023 (the "Disputed Maintenance Invoice"). VMS's Position: VMS asserts that the MESLSA does not require payment of the full Year 2 Maintenance & Support Fee during Dormancy Status. VMS con