Contract analysis

I. The Parties wish to clarify and resolve their respective ownership rights in the VMS Derivative Modules on the terms set forth in this Side Letter, which shall supplement and, to the extent expressly stated herein, supersede certain provisions of the MESLSA and Exhibit C thereto as applied to the VMS Derivative Modules, in order to provide certainty and clarity regarding the intellectual property rights of each Pa

1. Royalty Rate. The applicable royalty rate (expressed as a percentage of net revenues) to be paid by MeridianCode to VMS on cumulative gross revenues from products or services that incorporate or are based upon the VMS Derivative Modules in excess of the Five Million Dollar ($5,000,000) threshold specified in Section 3.3 of the Side Letter.

2. Definition of Net Revenues. A detailed definition of "net revenues" for purposes of computing the Revenue Share, including permitted deductions (e.g., returns, refunds, allowances, applicable sales and use taxes, and shipping and handling charges), and the methodology for allocating revenues among products and services that incorporate VMS Derivative Modules and those that do not.

3. Payment Frequency. The frequency with which Revenue Share payments shall be calculated and remitted (e.g., quarterly, semi-annually, or annually), including applicable payment deadlines and wire transfer or other payment instructions.

4. Revenue Reporting. MeridianCode's obligations to provide VMS with periodic written reports detailing gross revenues, permitted deductions, net revenues, and the calculation of the Revenue Share for each applicable reporting period.

5. Audit Rights. VMS's right to audit MeridianCode's books, records, and accounts relating to the Revenue Share, including the frequency of audits, advance notice requirements, scope of audit, confidentiality obligations of auditors, and allocation of audit costs (including provisions for the allocation of audit costs in the event of a material discrepancy).

6. Late Payment. Interest rate applicable to late payments (e.g., the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law) and any cure periods.

7. Currency and Taxes. Currency in which Revenue Share payments shall be denominated and paid, and the treatment of withholding taxes, value-added taxes, and other applicable taxes.

8. Term. The period during which the Revenue Share obligation shall remain in effect, consistent with the duration of the MeridianCode License-Back as set forth in Section 3.5 of the Side Letter. [End of Schedule 2 — To Be Completed] Field | Description Module Designation | DW-001 Module Name | Adaptive Mobility Control Interface Layer ("AMCIL") Functional Description | DW-001 is an adaptive mobility control interfac