Contract analysis

1. Parties Licensee: Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 4100 Industrial Parkway, Sterling Heights, MI 48312 (hereinafter referred to as "VMS" or "Licensee"). Licensor: Meridian Code Technologies, Inc., a corporation organized and existing under the laws of the State of California, with its principal office

2. Background and Recitals This Term Sheet is presented in connection with that certain Master Embedded Software License and Services Agreement dated June 21, 2022 (the "MESLSA"), by and between VMS, as licensee, and MeridianCode, as licensor, pursuant to which MeridianCode licensed to VMS its proprietary ATLAS-RT™ embedded real-time operating system, Version 4.2 (subsequently updated to Version 4.2.3) (the "Licensed

3. Nonbinding Nature This Term Sheet is nonbinding and is intended solely for discussion purposes between the Parties and their respective counsel. No Party shall have any obligation — whether legal, equitable, or otherwise — with respect to any of the transactions, arrangements, or proposals described herein unless and until a definitive Amendment No. 1 to the MESLSA has been duly executed and delivered by both Part

4. Dormancy Extension Current Dormancy Status. Dormancy under the MESLSA commenced on August 3, 2023, the date of MeridianCode's written acknowledgment of VMS's dormancy notice, pursuant to Section 9.4 of the MESLSA. During the current dormancy period, MeridianCode's maintenance and support obligations have been reduced to the critical-security-patch-only level, and all milestone deadlines under SOW No. 1 have been t

5. Scope Reduction Current Scope. Under the MESLSA and SOW No. 1 as currently in effect, MeridianCode has licensed VMS to integrate the Licensed Software into up to five (5) designated vehicle platform configurations: Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E. Proposed Reduced Scope. VMS proposes that the license scope under the MESLSA and SOW No. 1 be permanently reduced from five (5) designated

Section 4.3 Compliance. Upon reactivation of the license, VMS shall be required to commence integration testing on both Argonaut-A and Argonaut-C within twelve (12) months of the effective date of reactivation (revised from the original eighteen-month deadline, which was tied to the Effective Date of the MESLSA). VMS asserts, and shall maintain the position in any definitive Amendment, that Argonaut-A has already sat

6. Fee Restructuring 6.1 Summary of Fees Paid to Date As of the date of this Term Sheet, VMS has made the following payments to MeridianCode under the MESLSA: No runtime royalties have been incurred or paid to date, as no units incorporating the Licensed Software have been shipped by VMS. 6.2 Year 2 Maintenance & Support Fee — Credit Proposal MeridianCode invoiced VMS for the Year 2 Maintenance & Support Fee in the a

Section 9.1 of the MESLSA, to the extent it contains a fee-forfeiture provision applicable to termination for convenience, shall be deemed inapplicable to any termination occurring after June 21, 2024 (the twenty-four-month anniversary of the MESLSA Effective Date). If VMS elects to terminate the MESLSA during the extended dormancy period but after June 21, 2024, VMS shall retain a perpetual, non-exclusive, non-trans

7. Derivative Works Ownership Carve-Out Derivative Works at Issue. During the integration of the Licensed Software into the Argonaut-A and Argonaut-C platforms, VMS engineers developed three software modules designated as follows: (i) DW-001 — an interface abstraction layer facilitating communication between ATLAS-RT and VMS's proprietary vehicle control unit firmware; (ii) DW-002 — a diagnostic telemetry module enab

8. Reactivation Mechanics Reactivation Notice. VMS may reactivate the license at any time during the extended dormancy period by delivering sixty (60) days' prior written notice to MeridianCode (the "Reactivation Notice"). The Reactivation Notice shall specify VMS's proposed reactivation date and shall be accompanied by a preliminary summary of VMS's updated integration timeline for the Argonaut-A and Argonaut-C plat

9. Termination Rights During Extended Dormancy Each Party's right to terminate the MESLSA for convenience under Section 9.1 shall be preserved, subject to the following modifications applicable during the extended dormancy period: (a) No Forfeiture After 24-Month Anniversary. If VMS terminates the MESLSA for convenience after June 21, 2024 (the twenty-four-month anniversary of the Effective Date), VMS shall not forfe

10. Section 4.3 — Use-It-or-Lose-It Deadline Under Section 4.3 of the MESLSA, VMS was required to commence integration testing on at least two (2) of the licensed vehicle platforms within eighteen (18) months of the Effective Date — i.e., by December 21, 2023 (the "Use-It-or-Lose-It Deadline"). Failure to meet this deadline would, under the original terms of Section 4.3, result in a scope reduction and potential fee

Section 12.6 of the MESLSA, which requires the licensor's prior written consent for any assignment of the MESLSA in connection with a change of control of VMS (such consent not to be unreasonably withheld, conditioned, or delayed), shall remain in full force and effect without modification. For the avoidance of doubt, the Parties acknowledge the current ownership structure of VMS, in which Kestrel Capital Partners, L

12. Credit Facility Considerations VMS acknowledges that the MESLSA and any amendment thereto constitute a "material contract" as defined in Section 6.12 of that certain Senior Secured Revolving Credit Facility Agreement dated September 12, 2019 (as amended from time to time, the "Credit Facility"), among VMS, as borrower, and Pinnacle National Bank, N.A., as administrative agent and lead lender. Section 6.12 of the

13. Governing Law and Dispute Resolution Amendment No. 1 to the MESLSA, together with this Term Sheet, 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-law provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with Section 13.1 of the MESLSA. Any dis

14. Confidentiality The terms and conditions of this Term Sheet, all negotiations and communications relating hereto, and the terms and conditions of any definitive Amendment No. 1 shall be subject to the confidentiality provisions set forth in Section 11 of the MESLSA, which provisions are incorporated herein by reference. Neither Party shall disclose the existence or terms of this Term Sheet, or of any definitive A

15. Timeline and Next Steps VMS respectfully requests that MeridianCode, through its counsel at Redstone Whitaker LLP, provide a written response to this Term Sheet within thirty (30) calendar days of the date of circulation. The response should address each of the principal terms set forth herein and identify any terms to which MeridianCode objects, proposes modifications, or requires additional information. If the

16. Key Dates Summary The following table sets forth a summary of the key dates relevant to the matters addressed in this Term Sheet:

17. Fee Exposure Summary The following table summarizes VMS's fee exposure under the MESLSA as currently in effect and as proposed to be restructured under this Term Sheet: ACKNOWLEDGMENT OF RECEIPT AND AGREEMENT TO NEGOTIATE IN GOOD FAITH The undersigned hereby acknowledge receipt of this Term Sheet and agree to negotiate in good faith toward the execution of a definitive Amendment No. 1 to the MESLSA and a Derivati