Contract analysis

Section 1.1 — Defined Terms. All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Agreement. In addition to the defined terms set forth in the Agreement, the following terms shall have the meanings set forth below when used in this Amendment: (a) "Adjusted Royalty Cap" has the meaning set forth in Section 4.3 of this Amendment. (b) "Ad

Section 1.2 — Interpretation. The following rules of interpretation shall apply to this Amendment: (a) all headings and captions contained herein are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Amendment; (b) the word "including" (and any derivative thereof) shall mean "including, without limitation"; (c) the singular shall include the plural and the p

ARTICLE 2 — DORMANCY EXTENSION AND REACTIVATION

Section 2.1 — Extension of Dormancy Period. Section 9.4 of the Agreement is hereby amended to extend the maximum dormancy period from twelve (12) months to twenty-four (24) months from the date of Licensor's written acknowledgment of Dormancy Status (August 3, 2023) (the "Extended Dormancy Period"). Accordingly, the dormancy cap date shall be August 3, 2025, rather than August 3, 2024 as provided under the original t

Section 2.2 — Tolling of Deadlines During Dormancy. All milestone deadlines, under the shall be tolled during the entire period commencing on March 22, 2023 (the date on which integration work was suspended) through and including the Reactivation Date (the "Tolling Period"). The Tolling Period shall be calculated on a day-for-day basis. Upon the occurrence of the Reactivation Date, all tolled deadlines shall resume w

Section 2.3 — Reactivation Procedure. Licensee may reactivate the Agreement at any time during the Extended Dormancy Period by delivering a Reactivation Notice to Licensor with not less than days' prior written notice. The Reactivation Notice shall be delivered in accordance with the notice provisions set forth in Section 10.5 of this Amendment and shall specify the intended Reactivation Date. Upon receipt of a valid

Section 2.4 — No Automatic Termination. For the avoidance of doubt, entry into or continuation of the Extended Dormancy Period shall not constitute a termination event under any provision of the Agreement, a breach of any obligation of Licensee under the Agreement, or a basis for fee forfeiture under Section 9.1 of the Agreement. The Parties expressly acknowledge that the Extended Dormancy Period is a consensual modi

Section 3.1 — Reduction of Licensed Platforms. The license scope under the Agreement is hereby reduced from five (5) vehicle platform configurations to two (2) vehicle platform configurations. The remaining licensed platforms shall be designated as follows: (a) Argonaut-A; and (b) Argonaut-C (collectively, the "Rescoped Platforms"). All references in the Agreement, the exhibits and schedules thereto, and Statement of

Section 3.2 — Amendment to Statement of Work No. 1. Statement of Work No. 1 attached to the Agreement is hereby amended to reflect the reduced scope as follows: (a) All milestone deliverables, acceptance criteria, testing protocols, resource allocation schedules, and performance benchmarks applicable to Argonaut-B, Argonaut-D, and Argonaut-E are deleted in their entirety. (b) The milestone deliverables and acceptance

Section 3.3 — No Expansion Without Consent. Licensee may not add additional vehicle platforms beyond the Rescoped Platforms to the scope of the license granted under the Agreement without the prior written consent of Licensor. Any such expansion shall require the negotiation and execution of an additional Statement of Work, and shall be subject to additional licensing fees to be negotiated by the Parties in good fait

ARTICLE 4 — FEE RESTRUCTURING **Section 4.1 — Year 2 Maintenance Fee . The Parties acknowledge that Licensor invoiced the Year 2 Annual Maintenance & Support Fee in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000) on July 1, 2023 (the "Disputed Invoice**"). In resolution of this dispute, the Parties agree as follows: (d) During the Extended Dormancy Period, no additional Annual Maintenance & Suppo

Section 4.2 — Adjusted Integration Services Fees. The total Integration Services Fee payable under Statement of Work No. 1 is hereby reduced from Three Million Two Hundred Thousand Dollars ($3,200,000) to Two Million Five Hundred Sixty Thousand Dollars ($2,560,000), reflecting the elimination of all integration work for the three (3) Retired Platforms and the reduction in scope to the Rescoped Platforms only. (a) Fee

Section 4.3 — Adjusted Per-Unit Runtime Royalty Cap. The per-unit runtime royalty rate of Eighty Dollars ($80) per unit, as set forth in the Agreement, shall remain unchanged. The aggregate runtime royalty cap is hereby reduced from Four Million Dollars ($4,000,000) (representing fifty thousand (50,000) units at $80 per unit) to (the "Adjusted Royalty Cap"), reflecting the reduced platform scope resulting from the el

Section 4.4 — Adjusted Total Deal Value. The amended total deal value under the Agreement is recalculated as follows: (a) Upfront License Fee: Eight Million Dollars ($8,000,000) (unchanged). (b) Annual Maintenance & Support Fees: Year 1 fee of Two Million Four Hundred Thousand Dollars ($2,400,000) (paid), plus (c) Integration Services Fee (Total): Two Million Five Hundred Sixty Thousand Dollars ($2,560,000) (reduced

Section 4.5 — No Forfeiture of Prepaid Fees. Notwithstanding anything in Section 9.1 of the Agreement to the contrary, and notwithstanding any provision of the Agreement that would otherwise provide for the forfeiture, clawback, or non-refundability of prepaid fees upon a scope reduction, or dormancy event, Licensee shall not forfeit as a result of the scope reduction the dormancy. For the avoidance of doubt, the fol

ARTICLE 5 — AMENDMENT TO SECTION 4.3 (USE-IT-OR-LOSE-IT CLAUSE)

Section 5.1 — Revised Integration Testing Deadline. Section 4.3 of the Agreement is hereby amended and restated in its entirety as follows: "Section 4.3 — Integration Testing Deadline. Licensee must commence integration testing on at least two (2) Rescoped Platforms within months following the Reactivation Date (the 'Adjusted Section 4.3 Deadline'). The original deadline of December 21, 2023 ( months from the June 21

Section 5.2 — Credit for Prior Integration Progress. The Parties acknowledge and agree that as of the date on which integration work was suspended (March 22, 2023), the following integration progress had been achieved: (a) Argonaut-A: Milestone 3 (alpha integration testing) was completed, having been passed on February 28, 2023, as evidenced by the Milestone 3 Completion Certificate executed by both Parties on March

Section 6.1 — Reservation of Rights. The Parties acknowledge and agree that during the course of the integration efforts undertaken by Licensee's engineering teams in connection with Project Argonaut, Licensee's engineers created three (3) derivative software modules designated as follows: (a) DW-001 — [module description to be confirmed in the Derivative Works Side Letter]; (b) DW-002 — [module description to be con

Section 6.2 — Estimated Value. The Parties acknowledge that an independent technical assessment performed by Hargrove Technical Consulting, LLC, retained by counsel for Licensee, has estimated the commercial value of the Derivative Works (DW-001, DW-002, and DW-003, collectively) at between One Million Eight Hundred Thousand Dollars ($1,800,000) and Two Million Five Hundred Thousand Dollars ($2,500,000). This valuati

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Amendment Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has full corporate power and authority to own, lease, and operate its properties and to conduct its business as p

Section 7.2 — Licensee's Representations. Licensee hereby represents and warrants to Licensor, as of the Amendment Effective Date, as follows: (a) Board Authorization. Licensee's Board of Directors has duly authorized the rescoping of Project Argonaut pursuant to a resolution adopted on March 14, 2023, and such resolution remains in full force and effect as of the Amendment Effective Date. Licensee's Board of Directo

Section 7.3 — Licensor's Representations. Licensor hereby represents and warrants to Licensee, as of the Amendment Effective Date, as follows: (a) Continued Support During Dormancy. Licensor has continued to provide critical-security-patch-only support during the Dormancy Status period as required by Section 9.4 of the Agreement, and has not failed to deliver any critical security patch within the timeframes specifie

Section 8.1 — Confirmation of Section 12.6. Section 12.6 of the Agreement (requiring Licensor's prior written consent for assignment of the Agreement or any rights or obligations thereunder by Licensee in connection with a change of control, which consent shall not be unreasonably withheld, conditioned, or delayed) remains in full force and effect and is not modified, amended, or superseded by this Amendment. For the

ARTICLE 9 — DISPUTE RESOLUTION

Section 9.1 — Arbitration. All disputes, controversies, or claims arising out of or relating to this Amendment, the Agreement as amended hereby, or any breach, termination, or invalidity thereof, shall be resolved by final and binding arbitration administered under the rules of the Midwest Arbitration Institute ("MAI"), as in effect at the time of filing, with the seat of arbitration in Detroit, Michigan. The followi

Section 9.2 — Escalation Prior to Arbitration. Before initiating arbitration pursuant to Section 9.1, the Parties shall first attempt resolution of any dispute through the following escalation procedure: Step 1: Within fifteen (15) business days of delivery of a written dispute notice by either Party to the other Party, the Parties' respective General Counsel (Martin G. Cross for VMS and Priya Ramaswamy for MeridianC

Section 10.1 — Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of laws principles that would cause the application of the laws of any other jurisdiction. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Michigan and the United State

Section 10.2 — Entire Agreement. This Amendment, together with the Agreement (including all exhibits, schedules, and annexes thereto and Statement of Work No. 1, each as amended hereby), and upon execution by both Parties, the Derivative Works Side Letter, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreeme

Section 10.3 — Effect on Agreement. Except as expressly modified, amended, or supplemented by this Amendment, all terms, conditions, covenants, representations, warranties, and provisions of the Agreement remain in full force and effect and are hereby ratified and confirmed in all respects. The Agreement, as modified by this Amendment, shall be read and construed as a single integrated agreement. In the event of any

Section 10.4 — Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Amendment by means of electronic signature (including DocuSign or other similar electronic signature platform) or by delivery of a portable document format (.pdf) copy of the e

Section 10.5 — Notices. All notices, demands, consents, requests, and other communications required or permitted to be given under this Amendment shall be in writing and shall be delivered in accordance with the notice provisions of the Agreement, addressed to the Parties at the following addresses (or at such other address as a Party may specify by written notice in accordance with this Section): If to Licensee: Van

Section 10.6 — Waiver. No waiver of any provision of this Amendment or the Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Amendment or the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, pow

Section 10.7 — Severability. If any provision of this Amendment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid, ille

Section 10.8 — Third-Party Beneficiaries. This Amendment is entered into solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Amendment, express or implied, is intended to or shall confer upon any other person or entity (including, without limitation, Kestrel Capital Partners, LP, Pinnacle National Bank, N.A., Hargrove Technical Consulting, LLC, or any other per

Section 10.9 — Fees and Expenses. Each Party shall bear its own costs, fees, and expenses (including attorneys' fees, consultant fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Amendment. Neither Party shall be entitled to recover from the other Party any costs, fees, or expenses incurred in connection with this Amendment, excep

1. All milestones previously applicable to Retired Platforms (Argonaut-B, Argonaut-D, and Argonaut-E) have been deleted in their entirety from Statement of Work No. 1.

2. All milestone deadlines for pending milestones have been tolled effective March 22, 2023 (the date integration work was suspended) and shall resume upon the Reactivation Date in accordance with Section 2.2 of Amendment No. 1. The remaining time for each tolled milestone deadline shall be calculated on a day-for-day basis from the Reactivation Date, based on the remaining time that existed as of March 22, 2023. 3.

4. Upon the Reactivation Date, the Parties shall jointly prepare and execute a revised schedule with specific calendar dates for each remaining milestone, in accordance with Section 2.2 of Amendment No. 1. EXHIBIT C TO AMENDMENT NO. 1 KEY DATES CALENDAR (AMENDED) The following table sets forth the key dates under the Agreement, as amended by Amendment No. 1, including original dates and amended dates where applicable