Contract analysis

Section 1: Total Agreement Value The total aggregate value of the Agreement is Twenty Million Dollars ($20,000,000) (the "Total Deal Value"). The Total Deal Value comprises the following four fee components: (a) the Upfront License Fee; (b) Annual Maintenance and Support Fees; (c) Integration Services Fees; and (d) Per-Unit Runtime Royalties. The allocation of the Total Deal Value among these fee components is set fo

Section 2: Upfront License Fee 2.1 Amount. The Upfront License Fee for the license of the ATLAS-RT™ embedded real-time operating system, Version 4.2, including all modules, drivers, board support packages, and associated documentation as further described in Exhibit A to the Agreement (collectively, the "Licensed Software"), shall be Eight Million Dollars ($8,000,000) (the "Upfront License Fee"). The Upfront License

Section 3: Annual Maintenance and Support Fees 3.1 Amount. The Annual Maintenance and Support Fee shall be Two Million Four Hundred Thousand Dollars ($2,400,000) per year (each, an "Annual Maintenance Fee"). The Annual Maintenance Fee covers the following services and deliverables as more particularly described in Section 5 of the Agreement: (a) maintenance of the Licensed Software, including error corrections and bu

Section 4: Integration Services Fees 4.1 Total Integration Services Fee The total Integration Services Fee for professional services to be provided by Licensor in connection with the integration of the Licensed Software into Licensee's designated vehicle platform configurations under the project internally designated as "Project Argonaut" shall be Three Million Two Hundred Thousand Dollars ($3,200,000) (the "Integrat

Section 5: Per-Unit Runtime Royalties 5.1 Royalty Rate Licensee shall pay to Licensor a per-unit runtime royalty of Eighty Dollars ($80.00) per unit (the "Per-Unit Royalty") for each vehicle unit manufactured by Licensee or its authorized subcontractors that incorporates the Licensed Software in an embedded configuration. For purposes of this Section 5, a "unit" means a single vehicle incorporating one (1) instance o

Section 6: Invoicing Procedures 6.1 Invoicing Requirements All invoices submitted by Licensor to Licensee under the Agreement and this Exhibit B shall be directed to the following address (or such other address as Licensee may designate in writing from time to time upon not less than ten (10) days' prior written notice to Licensor): Vantage Mobility Systems Corp. Attn: Accounts Payable / VP, Procurement & Strategic S

Section 7: Payment Terms 7.1 Payment Method All payments under the Agreement and this Exhibit B shall be made by wire transfer of immediately available funds in United States Dollars to the bank account designated by Licensor in writing. Licensor's designated bank account information shall be provided to Licensee under separate cover and may be updated by Licensor upon not less than fifteen (15) days' prior written n

Section 8: Fee Forfeiture and Refund Provisions 8.1 Termination for Convenience — Fee Forfeiture This Section 8.1 is intended to be read in conjunction with, and is subject to, Section 9.1 of the Agreement (Termination for Convenience). If Licensee terminates the Agreement for convenience prior to the twenty-four (24) month anniversary of the Effective Date (i.e., prior to June 21, 2024), Licensee shall forfeit all p

Section 9: Summary Fee Table The following table provides a consolidated summary of all fee components, amounts, payment timing, and applicable notes for ease of reference. In the event of any conflict between this summary table and the detailed provisions set forth in Sections 1 through 8 of this Exhibit B, the detailed provisions shall control. Table 9-1: Consolidated Fee Summary

Section 10: Amendments to This Exhibit This Exhibit B may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Licensor and Licensee. No oral agreement, course of dealing, or trade usage shall operate to amend or modify the terms of this Exhibit B. Any purported amendment that is not in writing and signed by both parties shall be void and of no force o