1007-00008 · Vantage Mobility Systems Corp · Negotiation Documents

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SIDE LETTER AGREEMENT REGARDING DERIVATIVE WORKS OWNERSHIP CLARIFICATION AND CARVE-OUT

Side Letter to the Master Embedded Software License and Services Agreement dated June 21, 2022

[●], 2023

This Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (this "Side Letter") is entered into as of the date set forth above (the "Effective Date"), by and between:

VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation with its principal office at 4100 Industrial Parkway, Sterling Heights, MI 48312 ("VMS" or "Licensee"),

and

MERIDIAN CODE TECHNOLOGIES, INC., a California corporation with its principal office at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054 ("MeridianCode" or "Licensor").

VMS and MeridianCode are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Drafted by Calderwood & Harkness LLP, 600 Renaissance Center, Suite 3200, Detroit, MI 48243, counsel to VMS.

RECITALS

WHEREAS:

A. VMS and MeridianCode are parties to that certain Master Embedded Software License and Services Agreement, dated as of June 21, 2022 (the "MESLSA"), pursuant to which MeridianCode licensed to VMS the ATLAS-RT™ embedded real-time operating system, Version 4.2 (subsequently updated to Version 4.2.3) (the "Licensed Software"), for integration into VMS's next-generation adaptive vehicle platform program known internally as "Project Argonaut." The MESLSA, together with its Exhibits A through F, sets forth the complete terms and conditions governing the license, integration services, support, and intellectual property rights as between the Parties with respect to the Licensed Software.

B. Under the MESLSA, the total deal value is Twenty Million Dollars ($20,000,000), comprising (i) an Eight Million Dollar ($8,000,000) upfront license fee paid at execution, (ii) annual maintenance and support fees as set forth in Exhibit D to the MESLSA, (iii) Three Million Two Hundred Thousand Dollars ($3,200,000) in milestone-based integration services fees payable upon achievement of specified delivery and acceptance milestones as detailed in Exhibit B, and (iv) per-unit runtime royalties capped at an aggregate of Four Million Dollars ($4,000,000) over the term of the MESLSA.

C. In the course of integrating the Licensed Software into the Project Argonaut platforms (originally designated Argonaut-A through Argonaut-E), VMS's software integration engineering team, led by Lena Petrova, Director of Software Integration Engineering, created certain modifications, adaptations, and extensions to the Licensed Software source code, constituting derivative works as defined in Section 7.2 of the MESLSA and Exhibit C thereto (collectively, "Derivative Works"). Such modifications were undertaken by VMS engineering personnel using VMS resources, facilities, and proprietary design methodologies, and were integral to VMS's efforts to adapt the Licensed Software for use in the specialized adaptive vehicle platform environment contemplated by Project Argonaut.

D. Specifically, VMS engineers developed three distinct software modules designated DW-001, DW-002, and DW-003, comprising in the aggregate approximately forty-seven thousand (47,000) lines of code (collectively, the "VMS Derivative Modules"). VMS invested approximately fourteen thousand two hundred (14,200) engineering hours across internal teams in Project Argonaut, a substantial portion of which was dedicated to the creation, testing, validation, and documentation of the VMS Derivative Modules. The VMS Derivative Modules are more particularly described in Schedule 1 attached hereto and incorporated herein by reference.

E. Section 7.2 of the MESLSA provides that any modifications, adaptations, or extensions to the Licensed Software source code created by VMS engineers during integration become jointly owned by VMS and MeridianCode, and that MeridianCode retains a perpetual, royalty-free license to use, reproduce, modify, and distribute such derivative works in connection with MeridianCode's business. Exhibit C to the MESLSA further elaborates on these joint-ownership provisions and the license-back right, including provisions regarding attribution, registration, and the scope of each Party's exploitation rights with respect to jointly owned materials.

F. A dispute has arisen between the Parties regarding the ownership and license-back rights applicable to the VMS Derivative Modules. VMS's position is that the VMS Derivative Modules are VMS-originated works that should be solely owned by VMS and that MeridianCode's perpetual royalty-free license-back under Section 7.2 is inapplicable to independently developed VMS code that, although building upon APIs and interfaces provided by the Licensed Software, constitutes original works of authorship reflecting VMS's independent creative and technical judgment. MeridianCode's position has been that the VMS Derivative Modules are jointly owned under Section 7.2, with MeridianCode retaining the perpetual royalty-free license thereunder, on the ground that the VMS Derivative Modules constitute modifications, adaptations, or extensions of the Licensed Software source code within the meaning of the MESLSA. The Parties have engaged in extensive discussions regarding this dispute since approximately April 2023.

G. An independent technical assessment conducted by Hargrove Technical Consulting, LLC, led by Dr. Samuel Beecroft, Ph.D. (Embedded Systems), retained jointly by the Parties, has valued the VMS Derivative Modules at between One Million Eight Hundred Thousand Dollars ($1,800,000) and Two Million Five Hundred Thousand Dollars ($2,500,000) in estimated commercial value, taking into account the engineering effort, originality, and potential market applications of the code embodied in DW-001, DW-002, and DW-003. The Hargrove assessment was delivered to the Parties on or about September 8, 2023.

H. Following VMS's strategic rescoping of Project Argonaut on March 14, 2023 — reducing the target vehicle platforms from five (Argonaut-A through Argonaut-E) to two (Argonaut-A and Argonaut-C) — pursuant to a resolution of the VMS Board of Directors, and the subsequent suspension of integration work as of March 22, 2023, the MESLSA was placed in Dormancy Status effective as of the one-hundred-twenty (120) day trigger date of July 20, 2023, pursuant to Section 9.4 of the MESLSA, as acknowledged by MeridianCode in a written communication dated August 3, 2023. During the Dormancy Status period, the Parties' respective obligations under the MESLSA are modified as set forth in Section 9.4 thereof.

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 Party and to enable each Party to exploit the VMS Derivative Modules in a manner consistent with their respective business interests.

J. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the MESLSA.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS

1.1 "MESLSA" means the Master Embedded Software License and Services Agreement, dated as of June 21, 2022, by and between VMS and MeridianCode, as the same may be amended, modified, or supplemented from time to time, together with all Exhibits and Schedules attached thereto.

1.2 "VMS Derivative Modules" means the three software modules designated DW-001, DW-002, and DW-003, comprising in the aggregate approximately forty-seven thousand (47,000) lines of code, created by VMS engineering personnel during the integration of the Licensed Software into the Project Argonaut platforms, as more particularly described in Schedule 1 attached hereto and incorporated herein by reference. For the avoidance of doubt, the term "VMS Derivative Modules" refers exclusively to DW-001, DW-002, and DW-003, and does not include any other modifications, adaptations, or extensions to the Licensed Software that may have been created by VMS or any other party.

1.3 "Licensed Software" means the ATLAS-RT™ embedded real-time operating system, Version 4.2 (as updated to Version 4.2.3), as defined in the MESLSA and Exhibit A thereto, including all documentation, APIs, header files, libraries, and related materials provided by MeridianCode to VMS pursuant to the MESLSA.

1.4 "Automotive Applications" means any application, product, system, platform, or component designed for, intended for, or used in motor vehicles (including but not limited to passenger vehicles, commercial vehicles, fleet vehicles, adaptive mobility vehicles, autonomous vehicles, and electric vehicles), or any component or subsystem thereof, regardless of whether such vehicle is ultimately produced, sold, or placed into commercial service. For purposes of this definition, "motor vehicles" includes on-road and off-road vehicles, but excludes watercraft, aircraft, and rail vehicles.

1.5 "Non-Automotive Applications" means any application, product, system, platform, or component that does not constitute an Automotive Application, including without limitation aerospace applications, industrial automation and robotics applications, medical device applications, telecommunications infrastructure applications, consumer electronics applications, and general-purpose computing applications.

1.6 "MeridianCode License-Back" means the limited, non-exclusive license granted to MeridianCode under Section 3 of this Side Letter with respect to the VMS Derivative Modules, as more fully described therein.

1.7 "Project Argonaut" means VMS's internal next-generation adaptive vehicle platform program, originally encompassing platforms designated Argonaut-A through Argonaut-E, and as rescoped to Argonaut-A and Argonaut-C pursuant to the VMS Board of Directors resolution of March 14, 2023.

SECTION 2: OWNERSHIP OF VMS DERIVATIVE MODULES

2.1 Sole Ownership by VMS. The Parties hereby acknowledge and agree that, notwithstanding Section 7.2 of the MESLSA, Exhibit C thereto, or any other provision of the MESLSA to the contrary, VMS shall be the sole and exclusive owner of all right, title, and interest in and to the VMS Derivative Modules (DW-001, DW-002, and DW-003), including without limitation all intellectual property rights therein and thereto, including but not limited to all patents, patent applications, copyrights, copyright registrations, trade secrets, know-how, and any and all other proprietary rights of any kind or nature, whether now existing or hereafter arising, in any jurisdiction throughout the world. VMS's sole ownership of the VMS Derivative Modules shall be effective as of the respective dates of creation of each such module, as set forth in Schedule 1.

2.2 Assignment of MeridianCode Interest. To the extent that MeridianCode has or may claim any ownership interest in the VMS Derivative Modules under Section 7.2 of the MESLSA, Exhibit C thereto, or otherwise, whether arising by operation of contract, by operation of law, or by any other means, MeridianCode hereby irrevocably and unconditionally assigns, transfers, and conveys to VMS all such right, title, and interest, free and clear of all liens, encumbrances, claims, and restrictions. MeridianCode agrees to execute, acknowledge, and deliver any additional instruments, documents, assignments, declarations, or filings reasonably requested by VMS to effectuate, confirm, and perfect such assignment, including without limitation any assignments for recording with the United States Copyright Office, the United States Patent and Trademark Office, or any foreign intellectual property office. In the event that MeridianCode fails or refuses to execute any such instrument or document within fifteen (15) business days of VMS's written request, VMS is hereby irrevocably appointed as MeridianCode's attorney-in-fact, coupled with an interest, for the limited purpose of executing such instruments or documents on MeridianCode's behalf.

2.3 Acknowledgment of VMS Origination. MeridianCode acknowledges and agrees that the VMS Derivative Modules were created by VMS engineering personnel using VMS resources, VMS facilities, and VMS-originated design concepts and methodologies, and that VMS's contributions constitute the predominant creative and technical input reflected in the VMS Derivative Modules. MeridianCode further acknowledges that the VMS Derivative Modules, while building upon and interfacing with certain APIs, data structures, and functional elements of the Licensed Software, embody original works of authorship and original technical solutions developed independently by VMS's engineering team under the leadership and direction of Lena Petrova, Director of Software Integration Engineering, and that MeridianCode personnel were not involved in the creative, design, coding, or testing processes that resulted in the creation of the VMS Derivative Modules.

2.4 Supersession of Section 7.2 and Exhibit C. The ownership provisions set forth in this Section 2 supersede and replace, in their entirety, the joint-ownership provisions of Section 7.2 of the MESLSA and the corresponding provisions of Exhibit C thereto, solely as applied to the VMS Derivative Modules. For the avoidance of doubt, Section 7.2 of the MESLSA and Exhibit C thereto shall continue to apply in full force and effect to any other derivative works (if any) that are not VMS Derivative Modules, including without limitation any modifications, adaptations, or extensions to the Licensed Software that may be created by VMS or its personnel in the future.

2.5 No Broader Waiver. Except as expressly set forth in this Section 2, nothing in this Side Letter shall be construed as a waiver, release, or modification of either Party's rights, obligations, or remedies under the MESLSA or any other agreement between the Parties, whether arising by contract, by law, or in equity.

SECTION 3: LIMITED LICENSE-BACK TO MERIDIANCODE

3.1 Grant of License. Subject to the terms and conditions of this Side Letter, VMS hereby grants to MeridianCode a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 3.4 below), worldwide license to use, reproduce, modify, and create derivative works of the VMS Derivative Modules (including the source code and object code thereof) solely for Non-Automotive Applications (the "MeridianCode License-Back"). The MeridianCode License-Back is granted solely for the purpose of enabling MeridianCode to incorporate or utilize the VMS Derivative Modules in MeridianCode's products and services directed to Non-Automotive Applications, and for no other purpose.

3.2 Restriction to Non-Automotive Applications. MeridianCode shall not, directly or indirectly, use, incorporate, sublicense, distribute, make available, or otherwise exploit the VMS Derivative Modules, or any portion thereof, or any derivative work thereof, in or in connection with any Automotive Application. This restriction applies to MeridianCode and each of its affiliates (as defined in the MESLSA), subsidiaries, successors, and assigns. MeridianCode shall take all commercially reasonable measures to ensure compliance with this restriction by its personnel, contractors, sublicensees, and other third parties who may have access to the VMS Derivative Modules pursuant to the MeridianCode License-Back. Any use of the VMS Derivative Modules in or in connection with an Automotive Application shall constitute a material breach of this Side Letter.

3.3 Royalty-Free Basis. The MeridianCode License-Back is granted on a royalty-free basis; provided, however, that if MeridianCode generates cumulative gross revenues exceeding Five Million Dollars ($5,000,000) from products or services that incorporate or are based upon the VMS Derivative Modules (whether in whole or in part), MeridianCode shall pay to VMS a royalty of [●]% of net revenues attributable to such products or services in excess of such threshold (the "Revenue Share"). The specific royalty rate, calculation methodology, payment frequency, audit rights, reporting obligations, and other terms governing the Revenue Share shall be negotiated in good faith by the Parties and set forth in Schedule 2 attached hereto, which shall be completed and executed within ninety (90) days following the Effective Date of this Side Letter. Until Schedule 2 is completed and executed, MeridianCode's obligation to pay the Revenue Share shall accrue but shall not be due and payable. For purposes of this Section 3.3, "net revenues" means gross revenues less returns, allowances, and applicable sales or use taxes.

3.4 Sublicensing. MeridianCode may sublicense the rights granted under Section 3.1 solely to MeridianCode's end customers for Non-Automotive Applications, subject to the following conditions:

(a) each such sublicense shall be in writing and shall be on terms no less restrictive than the terms of this Side Letter;

(b) each sublicense shall expressly and conspicuously prohibit the sublicensee's use, incorporation, or exploitation of the VMS Derivative Modules (or any portion or derivative thereof) in or in connection with any Automotive Application;

(c) MeridianCode shall provide VMS with written notice of each sublicense within thirty (30) days of execution thereof, together with the identity of the sublicensee, a description of the scope of use authorized under such sublicense, and a copy of the executed sublicense agreement (which may be redacted to remove commercially sensitive pricing terms unrelated to the scope of the sublicense);

(d) MeridianCode shall remain fully responsible for the acts and omissions of its sublicensees with respect to the VMS Derivative Modules, and any breach by a sublicensee of the restrictions set forth in this Side Letter shall be deemed a breach by MeridianCode; and

(e) MeridianCode shall not grant any sublicensee the right to further sublicense the VMS Derivative Modules without the prior written consent of VMS.

3.5 Duration. The MeridianCode License-Back shall remain in effect for the term of the MESLSA (through and including June 20, 2027) and for a period of three (3) years following the expiration or earlier termination of the MESLSA (the "License-Back Tail Period"), unless the MeridianCode License-Back is earlier terminated in accordance with Section 3.6 below. Upon expiration of the License-Back Tail Period or earlier termination of the MeridianCode License-Back, MeridianCode's rights under Section 3.1 shall cease, and MeridianCode shall promptly cease all use of the VMS Derivative Modules, return or destroy all copies of the VMS Derivative Modules in its possession or control (including copies held by sublicensees), and certify such return or destruction to VMS in writing within thirty (30) days.

3.6 Termination of License-Back. VMS may terminate the MeridianCode License-Back upon sixty (60) days' prior written notice to MeridianCode if MeridianCode breaches any of the restrictions set forth in Sections 3.2 or 3.4 of this Side Letter and fails to cure such breach within thirty (30) days after receipt of written notice thereof from VMS specifying the nature of such breach in reasonable detail. In the event of any use of the VMS Derivative Modules in or in connection with an Automotive Application by MeridianCode or any of its sublicensees, VMS may, in addition to its right to terminate the MeridianCode License-Back, seek injunctive relief and damages as provided in Section 7.2 of this Side Letter. Termination of the MeridianCode License-Back shall be without prejudice to any rights, remedies, or obligations that have accrued prior to the effective date of such termination.

3.7 Supersession of Section 7.2 License-Back. The MeridianCode License-Back set forth in this Section 3 supersedes and replaces, in its entirety, the perpetual, royalty-free license granted to MeridianCode under Section 7.2 of the MESLSA and Exhibit C thereto, solely as applied to the VMS Derivative Modules. The perpetual, royalty-free license granted to MeridianCode under Section 7.2 of the MESLSA shall continue to apply in full force and effect to any other derivative works (if any) that are not VMS Derivative Modules. For the avoidance of doubt, MeridianCode's sole and exclusive rights with respect to the VMS Derivative Modules, following the Effective Date of this Side Letter, shall be those set forth in this Section 3.

SECTION 4: REPRESENTATIONS AND WARRANTIES

4.1 VMS Representations and Warranties. VMS hereby represents and warrants to MeridianCode as of the Effective Date as follows:

(a) Authority. VMS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and authority to enter into and perform its obligations under this Side Letter. The execution, delivery, and performance of this Side Letter by VMS have been duly authorized by all necessary corporate action on the part of VMS, and this Side Letter constitutes the legal, valid, and binding obligation of VMS, enforceable against VMS in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(b) Independent Creation. The VMS Derivative Modules were created by VMS employees or contractors under the direction and supervision of VMS, without the involvement of MeridianCode personnel in the creative, design, coding, or testing processes that resulted in the creation of the VMS Derivative Modules. All VMS personnel and contractors who contributed to the creation of the VMS Derivative Modules were subject to written agreements assigning to VMS all intellectual property rights in works created in the course of their engagement by VMS.

(c) Non-Infringement. To VMS's knowledge, after reasonable inquiry, the VMS Derivative Modules do not infringe, misappropriate, or otherwise violate any third-party intellectual property rights (other than the Licensed Software itself, to the extent the VMS Derivative Modules incorporate, reference, or interface with elements of the Licensed Software as permitted under the MESLSA). VMS makes no representation or warranty regarding the non-infringement of the Licensed Software itself, such representations and warranties being solely the responsibility of MeridianCode as set forth in the MESLSA.

(d) No Prior Assignment or Encumbrance. VMS has not previously assigned, transferred, licensed, encumbered, or otherwise disposed of the VMS Derivative Modules, or any interest therein, to any third party, and no third party has any claim, lien, or right with respect to the VMS Derivative Modules (other than MeridianCode's claims under the MESLSA, which are being resolved by this Side Letter).

4.2 MeridianCode Representations and Warranties. MeridianCode hereby represents and warrants to VMS as of the Effective Date as follows:

(a) Authority. MeridianCode is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, and has the corporate power and authority to enter into and perform its obligations under this Side Letter. The execution, delivery, and performance of this Side Letter by MeridianCode have been duly authorized by all necessary corporate action on the part of MeridianCode, and this Side Letter constitutes the legal, valid, and binding obligation of MeridianCode, enforceable against MeridianCode in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(b) Acknowledgment of VMS Derivative Modules. MeridianCode acknowledges that it has reviewed the descriptions of DW-001, DW-002, and DW-003 set forth in Schedule 1 attached hereto, and does not dispute the identification of such modules as the VMS Derivative Modules or the general accuracy of the functional descriptions, lines of code estimates, and creation dates set forth therein. MeridianCode further acknowledges that it has had a reasonable opportunity to conduct its own technical review of the VMS Derivative Modules and to consult with its own legal and technical advisors regarding the terms of this Side Letter.

(c) No Prior Assignment or Encumbrance. MeridianCode has not previously assigned, transferred, licensed, encumbered, or otherwise disposed of any interest it may claim in the VMS Derivative Modules to any third party, and no third party has any claim, lien, or right with respect to MeridianCode's interest (if any) in the VMS Derivative Modules.

4.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE VMS DERIVATIVE MODULES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

SECTION 5: COVENANTS

5.1 Confidentiality. Each Party shall treat the VMS Derivative Modules and all related documentation, source code, object code, technical specifications, design documents, test results, and other materials as Confidential Information under, and subject to, the confidentiality provisions set forth in Section 11 of the MESLSA. Without limiting the foregoing, neither Party shall disclose the VMS Derivative Modules or any portion thereof to any third party except as expressly permitted under this Side Letter or the MESLSA, or as required by applicable law, regulation, or valid legal process (subject to prompt notice to the other Party and reasonable efforts to obtain protective treatment for such information).

5.2 Non-Competition. MeridianCode covenants and agrees that, during the term of the MeridianCode License-Back and for a period of two (2) years following the expiration or termination thereof, MeridianCode will not, directly or indirectly (whether independently or by engaging, retaining, or collaborating with third parties), develop, market, license, sell, distribute, or otherwise make available any software module, product, or component that is substantially similar to, or derived from, the VMS Derivative Modules for Automotive Applications. For purposes of this Section 5.2, a software module, product, or component shall be deemed "substantially similar" if it performs the same or materially similar functions as any of the VMS Derivative Modules and incorporates design concepts, algorithms, data structures, or code that are materially derived from or based upon the VMS Derivative Modules or knowledge gained through access to the VMS Derivative Modules. This covenant shall not restrict MeridianCode from independently developing software for Automotive Applications that does not incorporate or derive from the VMS Derivative Modules or VMS Confidential Information.

5.3 Cooperation. Each Party agrees to cooperate in good faith with the other Party in connection with the registration, protection, and enforcement of intellectual property rights in the VMS Derivative Modules, including by executing any reasonably necessary filings, assignments, declarations, affidavits, or other documents, and by providing testimony and other assistance as may be reasonably requested. Each Party shall bear its own costs and expenses in connection with such cooperation, except that VMS shall reimburse MeridianCode for reasonable out-of-pocket expenses incurred by MeridianCode at VMS's specific written request in connection with intellectual property filings or enforcement actions initiated by VMS.

5.4 Documentation and Source Code Escrow. Within thirty (30) days of the Effective Date of this Side Letter, VMS shall deposit a complete copy of the source code for DW-001, DW-002, and DW-003 (comprising approximately forty-seven thousand (47,000) lines of code in the aggregate), together with all associated build instructions, compiler configurations, and technical documentation reasonably necessary for a competent software engineer to compile and use such source code, with a mutually agreed-upon escrow agent (the "Escrow Agent"). The escrowed materials shall be held by the Escrow Agent for the benefit of MeridianCode solely for the purpose of enabling MeridianCode to exercise the MeridianCode License-Back, subject to the restrictions and limitations set forth in this Side Letter. The terms and conditions of the escrow arrangement shall be set forth in a separate escrow agreement to be entered into by VMS, MeridianCode, and the Escrow Agent within forty-five (45) days of the Effective Date. The costs of the escrow arrangement shall be shared equally by the Parties unless otherwise agreed. In the event of a termination of the MeridianCode License-Back, the escrowed materials shall be returned to VMS or destroyed at VMS's election.

SECTION 6: RELATIONSHIP TO MESLSA AND OTHER AGREEMENTS

6.1 Supplement and Modification. This Side Letter supplements and, to the extent expressly stated herein, modifies the MESLSA. Except as expressly set forth herein, all terms and conditions of the MESLSA, including without limitation all Exhibits and Schedules thereto, remain in full force and effect and are hereby ratified and confirmed. This Side Letter shall be read and construed together with the MESLSA as a single integrated agreement, and all references in the MESLSA to "this Agreement" or words of similar import shall be deemed to include this Side Letter.

6.2 Dormancy Status. The Parties acknowledge that the MESLSA is currently in Dormancy Status, effective as of July 20, 2023, as acknowledged by MeridianCode in its written communication dated August 3, 2023, pursuant to Section 9.4 of the MESLSA. This Side Letter is not conditioned upon, and shall not be affected by, the reactivation, continuation, or termination of the MESLSA during or following the Dormancy Status period, or the resolution of any pending disputes regarding 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) or any other fee, charge, or obligation under the MESLSA. The execution and delivery of this Side Letter by either Party shall not constitute a waiver of, or acquiescence in, such Party's position with respect to any such pending dispute or obligation.

6.3 No Effect on Other Pending Negotiations. This Side Letter does not address, and shall not be construed as resolving, modifying, or otherwise affecting, any other pending issues, disputes, or negotiations between the Parties, including without limitation:

(a) VMS's dispute regarding the Year 2 Maintenance & Support Fee and VMS's position that such fee is not payable during the Dormancy Status period;

(b) the scope reduction of Project Argonaut from five platforms (Argonaut-A through Argonaut-E) to two platforms (Argonaut-A and Argonaut-C) and the impact of such scope reduction on milestone-based integration services fees, per-unit runtime royalty projections, and other financial terms of the MESLSA;

(c) the tolling or extension of the Section 4.3 "Use-It-or-Lose-It" deadline (currently set for December 21, 2023), pursuant to which VMS is required to deploy the Licensed Software in at least one production vehicle platform by such date or forfeit certain license rights under the MESLSA;

(d) the twelve (12) month dormancy cap under Section 9.4 of the MESLSA (currently set to expire on August 3, 2024), and the consequences of the expiration of such cap without reactivation of the MESLSA;

(e) any proposed amendments, modifications, or supplements to the MESLSA (other than those expressly set forth in this Side Letter); or

(f) any other matter arising under or in connection with the MESLSA that is not expressly addressed in this Side Letter.

6.4 Conflict. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Side Letter and the provisions of the MESLSA (including without limitation Exhibit C thereto), the provisions of this Side Letter shall control and govern, solely with respect to the VMS Derivative Modules. With respect to all other matters, including without limitation the Licensed Software, the license grants under the MESLSA, and any derivative works that are not VMS Derivative Modules, the provisions of the MESLSA shall control and govern.

SECTION 7: DISPUTE RESOLUTION

7.1 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Side Letter, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 14 of the MESLSA, including binding arbitration under the rules of the Midwest Arbitration Institute ("MAI"), with the seat of arbitration in Detroit, Michigan. The arbitration shall be conducted in the English language. For disputes involving claims or counterclaims with an aggregate amount in controversy exceeding One Million Dollars ($1,000,000), the arbitration shall be conducted by a panel of three (3) arbitrators, each of whom shall have expertise in intellectual property law or embedded software technology. For disputes involving claims or counterclaims with an aggregate amount in controversy of One Million Dollars ($1,000,000) or less, the arbitration shall be conducted by a single arbitrator. The arbitrator(s) shall render a reasoned written award, which shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator(s) determine that one Party's claims or defenses were frivolous or brought in bad faith, in which case the arbitrator(s) may award reasonable attorneys' fees and costs to the prevailing Party.

7.2 Injunctive Relief. Notwithstanding Section 7.1 above, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction, including without limitation the United States District Court for the Eastern District of Michigan or any Michigan state court of appropriate jurisdiction, to prevent or restrain any actual or threatened breach of Sections 3.2 (restriction to Non-Automotive Applications), 3.4 (sublicensing restrictions), or 5.2 (non-competition covenant) of this Side Letter, without the requirement of proving actual damages and without the requirement of posting a bond or other security. The Parties acknowledge and agree that a breach of Sections 3.2, 3.4, or 5.2 would cause irreparable harm to the non-breaching Party for which monetary damages would be an inadequate remedy. The exercise of rights under this Section 7.2 shall not constitute a waiver of the right to submit the underlying dispute to arbitration under Section 7.1.

SECTION 8: GOVERNING LAW

This Side Letter 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 rules or provisions (whether of the State of Michigan or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. This governing law provision is consistent with Section 15.1 of the MESLSA.

SECTION 9: MISCELLANEOUS

9.1 Entire Agreement. This Side Letter, together with the MESLSA and the Exhibits and Schedules thereto (as modified hereby), and the Schedules attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to the ownership, license-back, and exploitation of the VMS Derivative Modules. Each Party acknowledges that it has not relied upon any representation, warranty, or statement made by the other Party or any of its representatives that is not expressly set forth in this Side Letter or the MESLSA.

9.2 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each Party. No course of dealing, usage of trade, or course of performance shall be deemed to amend, modify, or supplement any provision of this Side Letter.

9.3 Counterparts. This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Side Letter by electronic signature (including, without limitation, signatures transmitted by PDF, DocuSign, or similar electronic signature platform) shall be valid, binding, and enforceable to the same extent as original ink signatures.

9.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 15.3 of the MESLSA. Notices to VMS shall be addressed as follows:

Martin G. Cross General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312

Email: m.cross@vantagemobility.com

With a copy (which shall not constitute notice) to:

Bernard Crawford Calderwood & Harkness LLP 600 Renaissance Center, Suite 3200 Detroit, MI 48243

Email: bcrawford@calderwoodharkness.com

Notices to MeridianCode shall be addressed as follows:

Priya Ramaswamy General Counsel & Corporate Secretary Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054

Email: p.ramaswamy@meridiancode.com

With a copy (which shall not constitute notice) to:

Alan M. Briscoe Redstone Whitaker LLP 555 Mission Street, Suite 2800 San Francisco, CA 94105

Email: abriscoe@redstonewhitaker.com

Either Party may change its notice address by providing written notice to the other Party in accordance with this Section 9.4.

9.5 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Side Letter or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Side Letter without the other Party's consent in connection with a Change of Control (as defined in Section 12.6 of the MESLSA) of such Party, subject to the terms and conditions of Section 12.6 of the MESLSA. Any purported assignment in violation of this Section 9.5 shall be null and void.

9.6 Severability. If any provision of this Side Letter, or the application thereof to any Person or circumstance, is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions of this Side Letter shall remain in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the intended economic, legal, and business purposes of the original provision.

9.7 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies under this Side Letter are cumulative and are not exclusive of any other rights or remedies provided by law, in equity, or under any other agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed as of the date first written above by their duly authorized representatives.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Martin G. Cross

Title: General Counsel

Date: ________

MERIDIAN CODE TECHNOLOGIES, INC.

By: ________

Name: Priya Ramaswamy

Title: General Counsel & Corporate Secretary

Date: ________

SCHEDULE 1

DESCRIPTION OF VMS DERIVATIVE MODULES

This Schedule 1 is attached to and forms a part of the Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (the "Side Letter"), entered into by and between Vantage Mobility Systems Corp. ("VMS") and Meridian Code Technologies, Inc. ("MeridianCode"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Side Letter or the MESLSA, as applicable.

DW-001: Adaptive Mobility Control Interface Layer

DW-002: Real-Time Scheduling Extension for Argonaut-C Platform

DW-003: Cross-Platform Hardware Abstraction Layer and Diagnostic Interface Module

Aggregate Summary.

SCHEDULE 2

ROYALTY TERMS FOR MERIDIANCODE LICENSE-BACK

This Schedule 2 is attached to and forms a part of the Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (the "Side Letter"), entered into by and between Vantage Mobility Systems Corp. ("VMS") and Meridian Code Technologies, Inc. ("MeridianCode"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Side Letter or the MESLSA, as applicable.

This Schedule 2 is a placeholder and shall be completed upon negotiation between the Parties within ninety (90) days of the Effective Date of the Side Letter, as required by Section 3.3 thereof.

The Parties agree that the following terms shall be negotiated in good faith and set forth in this Schedule 2 upon completion:

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 interface layer created by VMS engineers for the integration of the ATLAS-RT™ embedded real-time operating system into the Argonaut-A platform. The AMCIL module provides a software abstraction layer that interfaces between the ATLAS-RT kernel and VMS's proprietary adaptive vehicle control subsystems, including wheelchair ramp deployment sequencing, seat repositioning servos, hand-control input processing, and secondary restraint system coordination. DW-001 implements a custom event-driven architecture with deterministic latency guarantees of less than 2 milliseconds for safety-critical control signals, and includes a fault-tolerant state machine for managing concurrent adaptive mobility device operations. The module incorporates VMS-originated algorithms for real-time sensor fusion, predictive motion planning for adaptive mobility hardware, and a priority-based interrupt scheduling extension that augments the ATLAS-RT scheduler to accommodate the unique timing requirements of adaptive vehicle systems.
Approximate Lines of Code	18,500 lines (C and assembly language)
Date of Creation	Development commenced August 15, 2022; initial functional release completed December 12, 2022; final validated release completed February 28, 2023, coinciding with Argonaut-A Milestone 3 completion.
VMS Engineering Team Lead	Lena Petrova, Director, Software Integration Engineering
Contributing Engineers	Marcus Tan (Senior Embedded Systems Engineer), Sarah Johannsen (Safety-Critical Software Engineer), David Okonkwo (Real-Time Systems Architect)
Associated Project Argonaut Platform(s)	Argonaut-A (Milestone 3 completed February 28, 2023)
Integration Milestone Status	Milestone 3 (Functional Integration and Validation) — Completed
Field	Description
Module Designation	DW-002
Module Name	Argonaut-C Real-Time Scheduling Extension ("ACRTSE")
Functional Description	DW-002 is a source-code customization layer that extends the ATLAS-RT real-time scheduler to support the specialized processing requirements of the Argonaut-C platform, which targets fleet-class adaptive commercial vehicles. The ACRTSE module implements a hierarchical multi-level feedback queue scheduler with dynamic priority adjustment, enabling the Argonaut-C platform to manage concurrent real-time tasks across multiple vehicle subsystems, including adaptive seating, lift-gate control, environmental monitoring, and fleet telematics data aggregation. DW-002 includes custom memory management optimizations for the Argonaut-C hardware architecture (ARM Cortex-R52 multicore processor), a deadlock-prevention algorithm designed to address the unique concurrency challenges arising from the Argonaut-C platform's multi-zone adaptive mobility architecture, and a power management interface for low-power idle states during fleet parking and charging operations.
Approximate Lines of Code	14,200 lines (C language)
Date of Creation	Development commenced September 1, 2022; initial functional release completed January 15, 2023, coinciding with Argonaut-C Milestone 2 completion. Further refinements continued through March 22, 2023 (date of suspension of integration work).
VMS Engineering Team Lead	Lena Petrova, Director, Software Integration Engineering
Contributing Engineers	Marcus Tan (Senior Embedded Systems Engineer), Priyanka Deshmukh (Scheduling Systems Specialist), James Riley (Multicore Platform Engineer)
Associated Project Argonaut Platform(s)	Argonaut-C (Milestone 2 completed January 15, 2023)
Integration Milestone Status	Milestone 2 (Source-Code Customization and Unit Testing) — Completed; Milestone 3 — In progress at time of suspension
Field	Description
Module Designation	DW-003
Module Name	Cross-Platform Hardware Abstraction and Diagnostic Interface Module ("XPHADIM")
Functional Description	DW-003 is a cross-platform hardware abstraction layer and diagnostic interface module applicable to multiple Argonaut configurations. The XPHADIM module provides a unified hardware abstraction interface that enables the ATLAS-RT operating system and VMS application software to operate across different Argonaut hardware variants (including the Argonaut-A and Argonaut-C target platforms) without requiring platform-specific source-code modifications at the application layer. DW-003 includes a portable driver framework supporting GPIO, SPI, I2C, CAN, and Ethernet interfaces, a standardized diagnostic data logging and reporting system compliant with ISO 14229 (Unified Diagnostic Services), and a remote diagnostics communication interface enabling over-the-air (OTA) diagnostic queries and firmware status reporting. The module also implements VMS-originated self-test routines for adaptive mobility hardware verification during vehicle startup sequences.
Approximate Lines of Code	14,300 lines (C language, with hardware-specific assembly language segments)

Date of Creation	Development commenced October 1, 2022; initial functional release completed February 1, 2023; final release prior to suspension of integration work completed March 18, 2023.
VMS Engineering Team Lead	Lena Petrova, Director, Software Integration Engineering
Contributing Engineers	David Okonkwo (Real-Time Systems Architect), Sarah Johannsen (Safety-Critical Software Engineer), Carlos Menendez (Hardware Abstraction Engineer), Priyanka Deshmukh (Scheduling Systems Specialist)
Associated Project Argonaut Platform(s)	Argonaut-A and Argonaut-C (cross-platform)
Integration Milestone Status	Cross-platform validation completed for Argonaut-A and Argonaut-C hardware targets; further validation for Argonaut-B, -D, and -E suspended due to Project Argonaut rescoping
Metric	Value
Total Modules	3 (DW-001, DW-002, DW-003)
Total Approximate Lines of Code	47,000 lines
Total VMS Engineering Hours (Project Argonaut)	Approximately 14,200 hours
Estimated Commercial Value	$1,800,000 – $2,500,000
Independent Assessment Conducted By	Hargrove Technical Consulting, LLC
Assessment Lead	Dr. Samuel Beecroft, Ph.D. (Embedded Systems)
Assessment Report Date	September 8, 2023

SIDE LETTER AGREEMENT REGARDING DERIVATIVE WORKS OWNERSHIP CLARIFICATION AND CARVE-OUT
Side Letter to the Master Embedded Software License and Services Agreement dated June 21, 2022
[●], 2023
This Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (this "Side Letter") is entered into as of the date set forth above (the "Effective Date"), by and between:
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation with its principal office at 4100 Industrial Parkway, Sterling Heights, MI 48312 ("VMS" or "Licensee"),
and
MERIDIAN CODE TECHNOLOGIES, INC., a California corporation with its principal office at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054 ("MeridianCode" or "Licensor").
VMS and MeridianCode are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
Drafted by Calderwood & Harkness LLP, 600 Renaissance Center, Suite 3200, Detroit, MI 48243, counsel to VMS.
RECITALS
WHEREAS:
A. VMS and MeridianCode are parties to that certain Master Embedded Software License and Services Agreement, dated as of June 21, 2022 (the "MESLSA"), pursuant to which MeridianCode licensed to VMS the ATLAS-RT™ embedded real-time operating system, Version 4.2 (subsequently updated to Version 4.2.3) (the "Licensed Software"), for integration into VMS's next-generation adaptive vehicle platform program known internally as "Project Argonaut." The MESLSA, together with its Exhibits A through F, sets forth the complete terms and conditions governing the license, integration services, support, and intellectual property rights as between the Parties with respect to the Licensed Software.
B. Under the MESLSA, the total deal value is Twenty Million Dollars ($20,000,000), comprising (i) an Eight Million Dollar ($8,000,000) upfront license fee paid at execution, (ii) annual maintenance and support fees as set forth in Exhibit D to the MESLSA, (iii) Three Million Two Hundred Thousand Dollars ($3,200,000) in milestone-based integration services fees payable upon achievement of specified delivery and acceptance milestones as detailed in Exhibit B, and (iv) per-unit runtime royalties capped at an aggregate of Four Million Dollars ($4,000,000) over the term of the MESLSA.
C. In the course of integrating the Licensed Software into the Project Argonaut platforms (originally designated Argonaut-A through Argonaut-E), VMS's software integration engineering team, led by Lena Petrova, Director of Software Integration Engineering, created certain modifications, adaptations, and extensions to the Licensed Software source code, constituting derivative works as defined in Section 7.2 of the MESLSA and Exhibit C thereto (collectively, "Derivative Works"). Such modifications were undertaken by VMS engineering personnel using VMS resources, facilities, and proprietary design methodologies, and were integral to VMS's efforts to adapt the Licensed Software for use in the specialized adaptive vehicle platform environment contemplated by Project Argonaut.
D. Specifically, VMS engineers developed three distinct software modules designated DW-001, DW-002, and DW-003, comprising in the aggregate approximately forty-seven thousand (47,000) lines of code (collectively, the "VMS Derivative Modules"). VMS invested approximately fourteen thousand two hundred (14,200) engineering hours across internal teams in Project Argonaut, a substantial portion of which was dedicated to the creation, testing, validation, and documentation of the VMS Derivative Modules. The VMS Derivative Modules are more particularly described in Schedule 1 attached hereto and incorporated herein by reference.
E. Section 7.2 of the MESLSA provides that any modifications, adaptations, or extensions to the Licensed Software source code created by VMS engineers during integration become jointly owned by VMS and MeridianCode, and that MeridianCode retains a perpetual, royalty-free license to use, reproduce, modify, and distribute such derivative works in connection with MeridianCode's business. Exhibit C to the MESLSA further elaborates on these joint-ownership provisions and the license-back right, including provisions regarding attribution, registration, and the scope of each Party's exploitation rights with respect to jointly owned materials.
F. A dispute has arisen between the Parties regarding the ownership and license-back rights applicable to the VMS Derivative Modules. VMS's position is that the VMS Derivative Modules are VMS-originated works that should be solely owned by VMS and that MeridianCode's perpetual royalty-free license-back under Section 7.2 is inapplicable to independently developed VMS code that, although building upon APIs and interfaces provided by the Licensed Software, constitutes original works of authorship reflecting VMS's independent creative and technical judgment. MeridianCode's position has been that the VMS Derivative Modules are jointly owned under Section 7.2, with MeridianCode retaining the perpetual royalty-free license thereunder, on the ground that the VMS Derivative Modules constitute modifications, adaptations, or extensions of the Licensed Software source code within the meaning of the MESLSA. The Parties have engaged in extensive discussions regarding this dispute since approximately April 2023.
G. An independent technical assessment conducted by Hargrove Technical Consulting, LLC, led by Dr. Samuel Beecroft, Ph.D. (Embedded Systems), retained jointly by the Parties, has valued the VMS Derivative Modules at between One Million Eight Hundred Thousand Dollars ($1,800,000) and Two Million Five Hundred Thousand Dollars ($2,500,000) in estimated commercial value, taking into account the engineering effort, originality, and potential market applications of the code embodied in DW-001, DW-002, and DW-003. The Hargrove assessment was delivered to the Parties on or about September 8, 2023.
H. Following VMS's strategic rescoping of Project Argonaut on March 14, 2023 — reducing the target vehicle platforms from five (Argonaut-A through Argonaut-E) to two (Argonaut-A and Argonaut-C) — pursuant to a resolution of the VMS Board of Directors, and the subsequent suspension of integration work as of March 22, 2023, the MESLSA was placed in Dormancy Status effective as of the one-hundred-twenty (120) day trigger date of July 20, 2023, pursuant to Section 9.4 of the MESLSA, as acknowledged by MeridianCode in a written communication dated August 3, 2023. During the Dormancy Status period, the Parties' respective obligations under the MESLSA are modified as set forth in Section 9.4 thereof.
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 Party and to enable each Party to exploit the VMS Derivative Modules in a manner consistent with their respective business interests.
J. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the MESLSA.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS
1.1 "MESLSA" means the Master Embedded Software License and Services Agreement, dated as of June 21, 2022, by and between VMS and MeridianCode, as the same may be amended, modified, or supplemented from time to time, together with all Exhibits and Schedules attached thereto.
1.2 "VMS Derivative Modules" means the three software modules designated DW-001, DW-002, and DW-003, comprising in the aggregate approximately forty-seven thousand (47,000) lines of code, created by VMS engineering personnel during the integration of the Licensed Software into the Project Argonaut platforms, as more particularly described in Schedule 1 attached hereto and incorporated herein by reference. For the avoidance of doubt, the term "VMS Derivative Modules" refers exclusively to DW-001, DW-002, and DW-003, and does not include any other modifications, adaptations, or extensions to the Licensed Software that may have been created by VMS or any other party.
1.3 "Licensed Software" means the ATLAS-RT™ embedded real-time operating system, Version 4.2 (as updated to Version 4.2.3), as defined in the MESLSA and Exhibit A thereto, including all documentation, APIs, header files, libraries, and related materials provided by MeridianCode to VMS pursuant to the MESLSA.
1.4 "Automotive Applications" means any application, product, system, platform, or component designed for, intended for, or used in motor vehicles (including but not limited to passenger vehicles, commercial vehicles, fleet vehicles, adaptive mobility vehicles, autonomous vehicles, and electric vehicles), or any component or subsystem thereof, regardless of whether such vehicle is ultimately produced, sold, or placed into commercial service. For purposes of this definition, "motor vehicles" includes on-road and off-road vehicles, but excludes watercraft, aircraft, and rail vehicles.
1.5 "Non-Automotive Applications" means any application, product, system, platform, or component that does not constitute an Automotive Application, including without limitation aerospace applications, industrial automation and robotics applications, medical device applications, telecommunications infrastructure applications, consumer electronics applications, and general-purpose computing applications.
1.6 "MeridianCode License-Back" means the limited, non-exclusive license granted to MeridianCode under Section 3 of this Side Letter with respect to the VMS Derivative Modules, as more fully described therein.
1.7 "Project Argonaut" means VMS's internal next-generation adaptive vehicle platform program, originally encompassing platforms designated Argonaut-A through Argonaut-E, and as rescoped to Argonaut-A and Argonaut-C pursuant to the VMS Board of Directors resolution of March 14, 2023.
SECTION 2: OWNERSHIP OF VMS DERIVATIVE MODULES
2.1 Sole Ownership by VMS. The Parties hereby acknowledge and agree that, notwithstanding Section 7.2 of the MESLSA, Exhibit C thereto, or any other provision of the MESLSA to the contrary, VMS shall be the sole and exclusive owner of all right, title, and interest in and to the VMS Derivative Modules (DW-001, DW-002, and DW-003), including without limitation all intellectual property rights therein and thereto, including but not limited to all patents, patent applications, copyrights, copyright registrations, trade secrets, know-how, and any and all other proprietary rights of any kind or nature, whether now existing or hereafter arising, in any jurisdiction throughout the world. VMS's sole ownership of the VMS Derivative Modules shall be effective as of the respective dates of creation of each such module, as set forth in Schedule 1.
2.2 Assignment of MeridianCode Interest. To the extent that MeridianCode has or may claim any ownership interest in the VMS Derivative Modules under Section 7.2 of the MESLSA, Exhibit C thereto, or otherwise, whether arising by operation of contract, by operation of law, or by any other means, MeridianCode hereby irrevocably and unconditionally assigns, transfers, and conveys to VMS all such right, title, and interest, free and clear of all liens, encumbrances, claims, and restrictions. MeridianCode agrees to execute, acknowledge, and deliver any additional instruments, documents, assignments, declarations, or filings reasonably requested by VMS to effectuate, confirm, and perfect such assignment, including without limitation any assignments for recording with the United States Copyright Office, the United States Patent and Trademark Office, or any foreign intellectual property office. In the event that MeridianCode fails or refuses to execute any such instrument or document within fifteen (15) business days of VMS's written request, VMS is hereby irrevocably appointed as MeridianCode's attorney-in-fact, coupled with an interest, for the limited purpose of executing such instruments or documents on MeridianCode's behalf.
2.3 Acknowledgment of VMS Origination. MeridianCode acknowledges and agrees that the VMS Derivative Modules were created by VMS engineering personnel using VMS resources, VMS facilities, and VMS-originated design concepts and methodologies, and that VMS's contributions constitute the predominant creative and technical input reflected in the VMS Derivative Modules. MeridianCode further acknowledges that the VMS Derivative Modules, while building upon and interfacing with certain APIs, data structures, and functional elements of the Licensed Software, embody original works of authorship and original technical solutions developed independently by VMS's engineering team under the leadership and direction of Lena Petrova, Director of Software Integration Engineering, and that MeridianCode personnel were not involved in the creative, design, coding, or testing processes that resulted in the creation of the VMS Derivative Modules.
2.4 Supersession of Section 7.2 and Exhibit C. The ownership provisions set forth in this Section 2 supersede and replace, in their entirety, the joint-ownership provisions of Section 7.2 of the MESLSA and the corresponding provisions of Exhibit C thereto, solely as applied to the VMS Derivative Modules. For the avoidance of doubt, Section 7.2 of the MESLSA and Exhibit C thereto shall continue to apply in full force and effect to any other derivative works (if any) that are not VMS Derivative Modules, including without limitation any modifications, adaptations, or extensions to the Licensed Software that may be created by VMS or its personnel in the future.
2.5 No Broader Waiver. Except as expressly set forth in this Section 2, nothing in this Side Letter shall be construed as a waiver, release, or modification of either Party's rights, obligations, or remedies under the MESLSA or any other agreement between the Parties, whether arising by contract, by law, or in equity.
SECTION 3: LIMITED LICENSE-BACK TO MERIDIANCODE
3.1 Grant of License. Subject to the terms and conditions of this Side Letter, VMS hereby grants to MeridianCode a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 3.4 below), worldwide license to use, reproduce, modify, and create derivative works of the VMS Derivative Modules (including the source code and object code thereof) solely for Non-Automotive Applications (the "MeridianCode License-Back"). The MeridianCode License-Back is granted solely for the purpose of enabling MeridianCode to incorporate or utilize the VMS Derivative Modules in MeridianCode's products and services directed to Non-Automotive Applications, and for no other purpose.
3.2 Restriction to Non-Automotive Applications. MeridianCode shall not, directly or indirectly, use, incorporate, sublicense, distribute, make available, or otherwise exploit the VMS Derivative Modules, or any portion thereof, or any derivative work thereof, in or in connection with any Automotive Application. This restriction applies to MeridianCode and each of its affiliates (as defined in the MESLSA), subsidiaries, successors, and assigns. MeridianCode shall take all commercially reasonable measures to ensure compliance with this restriction by its personnel, contractors, sublicensees, and other third parties who may have access to the VMS Derivative Modules pursuant to the MeridianCode License-Back. Any use of the VMS Derivative Modules in or in connection with an Automotive Application shall constitute a material breach of this Side Letter.
3.3 Royalty-Free Basis. The MeridianCode License-Back is granted on a royalty-free basis; provided, however, that if MeridianCode generates cumulative gross revenues exceeding Five Million Dollars ($5,000,000) from products or services that incorporate or are based upon the VMS Derivative Modules (whether in whole or in part), MeridianCode shall pay to VMS a royalty of [●]% of net revenues attributable to such products or services in excess of such threshold (the "Revenue Share"). The specific royalty rate, calculation methodology, payment frequency, audit rights, reporting obligations, and other terms governing the Revenue Share shall be negotiated in good faith by the Parties and set forth in Schedule 2 attached hereto, which shall be completed and executed within ninety (90) days following the Effective Date of this Side Letter. Until Schedule 2 is completed and executed, MeridianCode's obligation to pay the Revenue Share shall accrue but shall not be due and payable. For purposes of this Section 3.3, "net revenues" means gross revenues less returns, allowances, and applicable sales or use taxes.
3.4 Sublicensing. MeridianCode may sublicense the rights granted under Section 3.1 solely to MeridianCode's end customers for Non-Automotive Applications, subject to the following conditions:
(a) each such sublicense shall be in writing and shall be on terms no less restrictive than the terms of this Side Letter;
(b) each sublicense shall expressly and conspicuously prohibit the sublicensee's use, incorporation, or exploitation of the VMS Derivative Modules (or any portion or derivative thereof) in or in connection with any Automotive Application;
(c) MeridianCode shall provide VMS with written notice of each sublicense within thirty (30) days of execution thereof, together with the identity of the sublicensee, a description of the scope of use authorized under such sublicense, and a copy of the executed sublicense agreement (which may be redacted to remove commercially sensitive pricing terms unrelated to the scope of the sublicense);
(d) MeridianCode shall remain fully responsible for the acts and omissions of its sublicensees with respect to the VMS Derivative Modules, and any breach by a sublicensee of the restrictions set forth in this Side Letter shall be deemed a breach by MeridianCode; and
(e) MeridianCode shall not grant any sublicensee the right to further sublicense the VMS Derivative Modules without the prior written consent of VMS.
3.5 Duration. The MeridianCode License-Back shall remain in effect for the term of the MESLSA (through and including June 20, 2027) and for a period of three (3) years following the expiration or earlier termination of the MESLSA (the "License-Back Tail Period"), unless the MeridianCode License-Back is earlier terminated in accordance with Section 3.6 below. Upon expiration of the License-Back Tail Period or earlier termination of the MeridianCode License-Back, MeridianCode's rights under Section 3.1 shall cease, and MeridianCode shall promptly cease all use of the VMS Derivative Modules, return or destroy all copies of the VMS Derivative Modules in its possession or control (including copies held by sublicensees), and certify such return or destruction to VMS in writing within thirty (30) days.
3.6 Termination of License-Back. VMS may terminate the MeridianCode License-Back upon sixty (60) days' prior written notice to MeridianCode if MeridianCode breaches any of the restrictions set forth in Sections 3.2 or 3.4 of this Side Letter and fails to cure such breach within thirty (30) days after receipt of written notice thereof from VMS specifying the nature of such breach in reasonable detail. In the event of any use of the VMS Derivative Modules in or in connection with an Automotive Application by MeridianCode or any of its sublicensees, VMS may, in addition to its right to terminate the MeridianCode License-Back, seek injunctive relief and damages as provided in Section 7.2 of this Side Letter. Termination of the MeridianCode License-Back shall be without prejudice to any rights, remedies, or obligations that have accrued prior to the effective date of such termination.
3.7 Supersession of Section 7.2 License-Back. The MeridianCode License-Back set forth in this Section 3 supersedes and replaces, in its entirety, the perpetual, royalty-free license granted to MeridianCode under Section 7.2 of the MESLSA and Exhibit C thereto, solely as applied to the VMS Derivative Modules. The perpetual, royalty-free license granted to MeridianCode under Section 7.2 of the MESLSA shall continue to apply in full force and effect to any other derivative works (if any) that are not VMS Derivative Modules. For the avoidance of doubt, MeridianCode's sole and exclusive rights with respect to the VMS Derivative Modules, following the Effective Date of this Side Letter, shall be those set forth in this Section 3.
SECTION 4: REPRESENTATIONS AND WARRANTIES
4.1 VMS Representations and Warranties. VMS hereby represents and warrants to MeridianCode as of the Effective Date as follows:
(a) Authority. VMS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and authority to enter into and perform its obligations under this Side Letter. The execution, delivery, and performance of this Side Letter by VMS have been duly authorized by all necessary corporate action on the part of VMS, and this Side Letter constitutes the legal, valid, and binding obligation of VMS, enforceable against VMS in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Independent Creation. The VMS Derivative Modules were created by VMS employees or contractors under the direction and supervision of VMS, without the involvement of MeridianCode personnel in the creative, design, coding, or testing processes that resulted in the creation of the VMS Derivative Modules. All VMS personnel and contractors who contributed to the creation of the VMS Derivative Modules were subject to written agreements assigning to VMS all intellectual property rights in works created in the course of their engagement by VMS.
(c) Non-Infringement. To VMS's knowledge, after reasonable inquiry, the VMS Derivative Modules do not infringe, misappropriate, or otherwise violate any third-party intellectual property rights (other than the Licensed Software itself, to the extent the VMS Derivative Modules incorporate, reference, or interface with elements of the Licensed Software as permitted under the MESLSA). VMS makes no representation or warranty regarding the non-infringement of the Licensed Software itself, such representations and warranties being solely the responsibility of MeridianCode as set forth in the MESLSA.
(d) No Prior Assignment or Encumbrance. VMS has not previously assigned, transferred, licensed, encumbered, or otherwise disposed of the VMS Derivative Modules, or any interest therein, to any third party, and no third party has any claim, lien, or right with respect to the VMS Derivative Modules (other than MeridianCode's claims under the MESLSA, which are being resolved by this Side Letter).
4.2 MeridianCode Representations and Warranties. MeridianCode hereby represents and warrants to VMS as of the Effective Date as follows:
(a) Authority. MeridianCode is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, and has the corporate power and authority to enter into and perform its obligations under this Side Letter. The execution, delivery, and performance of this Side Letter by MeridianCode have been duly authorized by all necessary corporate action on the part of MeridianCode, and this Side Letter constitutes the legal, valid, and binding obligation of MeridianCode, enforceable against MeridianCode in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(b) Acknowledgment of VMS Derivative Modules. MeridianCode acknowledges that it has reviewed the descriptions of DW-001, DW-002, and DW-003 set forth in Schedule 1 attached hereto, and does not dispute the identification of such modules as the VMS Derivative Modules or the general accuracy of the functional descriptions, lines of code estimates, and creation dates set forth therein. MeridianCode further acknowledges that it has had a reasonable opportunity to conduct its own technical review of the VMS Derivative Modules and to consult with its own legal and technical advisors regarding the terms of this Side Letter.
(c) No Prior Assignment or Encumbrance. MeridianCode has not previously assigned, transferred, licensed, encumbered, or otherwise disposed of any interest it may claim in the VMS Derivative Modules to any third party, and no third party has any claim, lien, or right with respect to MeridianCode's interest (if any) in the VMS Derivative Modules.
4.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE VMS DERIVATIVE MODULES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
SECTION 5: COVENANTS
5.1 Confidentiality. Each Party shall treat the VMS Derivative Modules and all related documentation, source code, object code, technical specifications, design documents, test results, and other materials as Confidential Information under, and subject to, the confidentiality provisions set forth in Section 11 of the MESLSA. Without limiting the foregoing, neither Party shall disclose the VMS Derivative Modules or any portion thereof to any third party except as expressly permitted under this Side Letter or the MESLSA, or as required by applicable law, regulation, or valid legal process (subject to prompt notice to the other Party and reasonable efforts to obtain protective treatment for such information).
5.2 Non-Competition. MeridianCode covenants and agrees that, during the term of the MeridianCode License-Back and for a period of two (2) years following the expiration or termination thereof, MeridianCode will not, directly or indirectly (whether independently or by engaging, retaining, or collaborating with third parties), develop, market, license, sell, distribute, or otherwise make available any software module, product, or component that is substantially similar to, or derived from, the VMS Derivative Modules for Automotive Applications. For purposes of this Section 5.2, a software module, product, or component shall be deemed "substantially similar" if it performs the same or materially similar functions as any of the VMS Derivative Modules and incorporates design concepts, algorithms, data structures, or code that are materially derived from or based upon the VMS Derivative Modules or knowledge gained through access to the VMS Derivative Modules. This covenant shall not restrict MeridianCode from independently developing software for Automotive Applications that does not incorporate or derive from the VMS Derivative Modules or VMS Confidential Information.
5.3 Cooperation. Each Party agrees to cooperate in good faith with the other Party in connection with the registration, protection, and enforcement of intellectual property rights in the VMS Derivative Modules, including by executing any reasonably necessary filings, assignments, declarations, affidavits, or other documents, and by providing testimony and other assistance as may be reasonably requested. Each Party shall bear its own costs and expenses in connection with such cooperation, except that VMS shall reimburse MeridianCode for reasonable out-of-pocket expenses incurred by MeridianCode at VMS's specific written request in connection with intellectual property filings or enforcement actions initiated by VMS.
5.4 Documentation and Source Code Escrow. Within thirty (30) days of the Effective Date of this Side Letter, VMS shall deposit a complete copy of the source code for DW-001, DW-002, and DW-003 (comprising approximately forty-seven thousand (47,000) lines of code in the aggregate), together with all associated build instructions, compiler configurations, and technical documentation reasonably necessary for a competent software engineer to compile and use such source code, with a mutually agreed-upon escrow agent (the "Escrow Agent"). The escrowed materials shall be held by the Escrow Agent for the benefit of MeridianCode solely for the purpose of enabling MeridianCode to exercise the MeridianCode License-Back, subject to the restrictions and limitations set forth in this Side Letter. The terms and conditions of the escrow arrangement shall be set forth in a separate escrow agreement to be entered into by VMS, MeridianCode, and the Escrow Agent within forty-five (45) days of the Effective Date. The costs of the escrow arrangement shall be shared equally by the Parties unless otherwise agreed. In the event of a termination of the MeridianCode License-Back, the escrowed materials shall be returned to VMS or destroyed at VMS's election.
SECTION 6: RELATIONSHIP TO MESLSA AND OTHER AGREEMENTS
6.1 Supplement and Modification. This Side Letter supplements and, to the extent expressly stated herein, modifies the MESLSA. Except as expressly set forth herein, all terms and conditions of the MESLSA, including without limitation all Exhibits and Schedules thereto, remain in full force and effect and are hereby ratified and confirmed. This Side Letter shall be read and construed together with the MESLSA as a single integrated agreement, and all references in the MESLSA to "this Agreement" or words of similar import shall be deemed to include this Side Letter.
6.2 Dormancy Status. The Parties acknowledge that the MESLSA is currently in Dormancy Status, effective as of July 20, 2023, as acknowledged by MeridianCode in its written communication dated August 3, 2023, pursuant to Section 9.4 of the MESLSA. This Side Letter is not conditioned upon, and shall not be affected by, the reactivation, continuation, or termination of the MESLSA during or following the Dormancy Status period, or the resolution of any pending disputes regarding 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) or any other fee, charge, or obligation under the MESLSA. The execution and delivery of this Side Letter by either Party shall not constitute a waiver of, or acquiescence in, such Party's position with respect to any such pending dispute or obligation.
6.3 No Effect on Other Pending Negotiations. This Side Letter does not address, and shall not be construed as resolving, modifying, or otherwise affecting, any other pending issues, disputes, or negotiations between the Parties, including without limitation:
(a) VMS's dispute regarding the Year 2 Maintenance & Support Fee and VMS's position that such fee is not payable during the Dormancy Status period;
(b) the scope reduction of Project Argonaut from five platforms (Argonaut-A through Argonaut-E) to two platforms (Argonaut-A and Argonaut-C) and the impact of such scope reduction on milestone-based integration services fees, per-unit runtime royalty projections, and other financial terms of the MESLSA;
(c) the tolling or extension of the Section 4.3 "Use-It-or-Lose-It" deadline (currently set for December 21, 2023), pursuant to which VMS is required to deploy the Licensed Software in at least one production vehicle platform by such date or forfeit certain license rights under the MESLSA;
(d) the twelve (12) month dormancy cap under Section 9.4 of the MESLSA (currently set to expire on August 3, 2024), and the consequences of the expiration of such cap without reactivation of the MESLSA;
(e) any proposed amendments, modifications, or supplements to the MESLSA (other than those expressly set forth in this Side Letter); or
(f) any other matter arising under or in connection with the MESLSA that is not expressly addressed in this Side Letter.
6.4 Conflict. In the event of any conflict, inconsistency, or ambiguity between the provisions of this Side Letter and the provisions of the MESLSA (including without limitation Exhibit C thereto), the provisions of this Side Letter shall control and govern, solely with respect to the VMS Derivative Modules. With respect to all other matters, including without limitation the Licensed Software, the license grants under the MESLSA, and any derivative works that are not VMS Derivative Modules, the provisions of the MESLSA shall control and govern.
SECTION 7: DISPUTE RESOLUTION
7.1 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Side Letter, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 14 of the MESLSA, including binding arbitration under the rules of the Midwest Arbitration Institute ("MAI"), with the seat of arbitration in Detroit, Michigan. The arbitration shall be conducted in the English language. For disputes involving claims or counterclaims with an aggregate amount in controversy exceeding One Million Dollars ($1,000,000), the arbitration shall be conducted by a panel of three (3) arbitrators, each of whom shall have expertise in intellectual property law or embedded software technology. For disputes involving claims or counterclaims with an aggregate amount in controversy of One Million Dollars ($1,000,000) or less, the arbitration shall be conducted by a single arbitrator. The arbitrator(s) shall render a reasoned written award, which shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator(s) determine that one Party's claims or defenses were frivolous or brought in bad faith, in which case the arbitrator(s) may award reasonable attorneys' fees and costs to the prevailing Party.
7.2 Injunctive Relief. Notwithstanding Section 7.1 above, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction, including without limitation the United States District Court for the Eastern District of Michigan or any Michigan state court of appropriate jurisdiction, to prevent or restrain any actual or threatened breach of Sections 3.2 (restriction to Non-Automotive Applications), 3.4 (sublicensing restrictions), or 5.2 (non-competition covenant) of this Side Letter, without the requirement of proving actual damages and without the requirement of posting a bond or other security. The Parties acknowledge and agree that a breach of Sections 3.2, 3.4, or 5.2 would cause irreparable harm to the non-breaching Party for which monetary damages would be an inadequate remedy. The exercise of rights under this Section 7.2 shall not constitute a waiver of the right to submit the underlying dispute to arbitration under Section 7.1.
SECTION 8: GOVERNING LAW
This Side Letter 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 rules or provisions (whether of the State of Michigan or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. This governing law provision is consistent with Section 15.1 of the MESLSA.
SECTION 9: MISCELLANEOUS
9.1 Entire Agreement. This Side Letter, together with the MESLSA and the Exhibits and Schedules thereto (as modified hereby), and the Schedules attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to the ownership, license-back, and exploitation of the VMS Derivative Modules. Each Party acknowledges that it has not relied upon any representation, warranty, or statement made by the other Party or any of its representatives that is not expressly set forth in this Side Letter or the MESLSA.
9.2 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each Party. No course of dealing, usage of trade, or course of performance shall be deemed to amend, modify, or supplement any provision of this Side Letter.
9.3 Counterparts. This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Side Letter by electronic signature (including, without limitation, signatures transmitted by PDF, DocuSign, or similar electronic signature platform) shall be valid, binding, and enforceable to the same extent as original ink signatures.
9.4 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 15.3 of the MESLSA. Notices to VMS shall be addressed as follows:
Martin G. Cross General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312
Email: m.cross@vantagemobility.com
With a copy (which shall not constitute notice) to:
Bernard Crawford Calderwood & Harkness LLP 600 Renaissance Center, Suite 3200 Detroit, MI 48243
Email: bcrawford@calderwoodharkness.com
Notices to MeridianCode shall be addressed as follows:
Priya Ramaswamy General Counsel & Corporate Secretary Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054
Email: p.ramaswamy@meridiancode.com
With a copy (which shall not constitute notice) to:
Alan M. Briscoe Redstone Whitaker LLP 555 Mission Street, Suite 2800 San Francisco, CA 94105
Email: abriscoe@redstonewhitaker.com
Either Party may change its notice address by providing written notice to the other Party in accordance with this Section 9.4.
9.5 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Side Letter or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Side Letter without the other Party's consent in connection with a Change of Control (as defined in Section 12.6 of the MESLSA) of such Party, subject to the terms and conditions of Section 12.6 of the MESLSA. Any purported assignment in violation of this Section 9.5 shall be null and void.
9.6 Severability. If any provision of this Side Letter, or the application thereof to any Person or circumstance, is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions of this Side Letter shall remain in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the intended economic, legal, and business purposes of the original provision.
9.7 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies under this Side Letter are cumulative and are not exclusive of any other rights or remedies provided by law, in equity, or under any other agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed as of the date first written above by their duly authorized representatives.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Martin G. Cross
Title: General Counsel
Date: ________
MERIDIAN CODE TECHNOLOGIES, INC.
By: ________
Name: Priya Ramaswamy
Title: General Counsel & Corporate Secretary
Date: ________
SCHEDULE 1
DESCRIPTION OF VMS DERIVATIVE MODULES
This Schedule 1 is attached to and forms a part of the Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (the "Side Letter"), entered into by and between Vantage Mobility Systems Corp. ("VMS") and Meridian Code Technologies, Inc. ("MeridianCode"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Side Letter or the MESLSA, as applicable.
DW-001: Adaptive Mobility Control Interface Layer
DW-002: Real-Time Scheduling Extension for Argonaut-C Platform
DW-003: Cross-Platform Hardware Abstraction Layer and Diagnostic Interface Module
Aggregate Summary.  
SCHEDULE 2
ROYALTY TERMS FOR MERIDIANCODE LICENSE-BACK
This Schedule 2 is attached to and forms a part of the Side Letter Agreement Regarding Derivative Works Ownership Clarification and Carve-Out (the "Side Letter"), entered into by and between Vantage Mobility Systems Corp. ("VMS") and Meridian Code Technologies, Inc. ("MeridianCode"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Side Letter or the MESLSA, as applicable.
This Schedule 2 is a placeholder and shall be completed upon negotiation between the Parties within ninety (90) days of the Effective Date of the Side Letter, as required by Section 3.3 thereof.
The Parties agree that the following terms shall be negotiated in good faith and set forth in this Schedule 2 upon completion:
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 interface layer created by VMS engineers for the integration of the ATLAS-RT™ embedded real-time operating system into the Argonaut-A platform. The AMCIL module provides a software abstraction layer that interfaces between the ATLAS-RT kernel and VMS's proprietary adaptive vehicle control subsystems, including wheelchair ramp deployment sequencing, seat repositioning servos, hand-control input processing, and secondary restraint system coordination. DW-001 implements a custom event-driven architecture with deterministic latency guarantees of less than 2 milliseconds for safety-critical control signals, and includes a fault-tolerant state machine for managing concurrent adaptive mobility device operations. The module incorporates VMS-originated algorithms for real-time sensor fusion, predictive motion planning for adaptive mobility hardware, and a priority-based interrupt scheduling extension that augments the ATLAS-RT scheduler to accommodate the unique timing requirements of adaptive vehicle systems.
Approximate Lines of Code | 18,500 lines (C and assembly language)
Date of Creation | Development commenced August 15, 2022; initial functional release completed December 12, 2022; final validated release completed February 28, 2023, coinciding with Argonaut-A Milestone 3 completion.
VMS Engineering Team Lead | Lena Petrova, Director, Software Integration Engineering
Contributing Engineers | Marcus Tan (Senior Embedded Systems Engineer), Sarah Johannsen (Safety-Critical Software Engineer), David Okonkwo (Real-Time Systems Architect)
Associated Project Argonaut Platform(s) | Argonaut-A (Milestone 3 completed February 28, 2023)
Integration Milestone Status | Milestone 3 (Functional Integration and Validation) — Completed
Field | Description
Module Designation | DW-002
Module Name | Argonaut-C Real-Time Scheduling Extension ("ACRTSE")
Functional Description | DW-002 is a source-code customization layer that extends the ATLAS-RT real-time scheduler to support the specialized processing requirements of the Argonaut-C platform, which targets fleet-class adaptive commercial vehicles. The ACRTSE module implements a hierarchical multi-level feedback queue scheduler with dynamic priority adjustment, enabling the Argonaut-C platform to manage concurrent real-time tasks across multiple vehicle subsystems, including adaptive seating, lift-gate control, environmental monitoring, and fleet telematics data aggregation. DW-002 includes custom memory management optimizations for the Argonaut-C hardware architecture (ARM Cortex-R52 multicore processor), a deadlock-prevention algorithm designed to address the unique concurrency challenges arising from the Argonaut-C platform's multi-zone adaptive mobility architecture, and a power management interface for low-power idle states during fleet parking and charging operations.
Approximate Lines of Code | 14,200 lines (C language)
Date of Creation | Development commenced September 1, 2022; initial functional release completed January 15, 2023, coinciding with Argonaut-C Milestone 2 completion. Further refinements continued through March 22, 2023 (date of suspension of integration work).
VMS Engineering Team Lead | Lena Petrova, Director, Software Integration Engineering
Contributing Engineers | Marcus Tan (Senior Embedded Systems Engineer), Priyanka Deshmukh (Scheduling Systems Specialist), James Riley (Multicore Platform Engineer)
Associated Project Argonaut Platform(s) | Argonaut-C (Milestone 2 completed January 15, 2023)
Integration Milestone Status | Milestone 2 (Source-Code Customization and Unit Testing) — Completed; Milestone 3 — In progress at time of suspension
Field | Description
Module Designation | DW-003
Module Name | Cross-Platform Hardware Abstraction and Diagnostic Interface Module ("XPHADIM")
Functional Description | DW-003 is a cross-platform hardware abstraction layer and diagnostic interface module applicable to multiple Argonaut configurations. The XPHADIM module provides a unified hardware abstraction interface that enables the ATLAS-RT operating system and VMS application software to operate across different Argonaut hardware variants (including the Argonaut-A and Argonaut-C target platforms) without requiring platform-specific source-code modifications at the application layer. DW-003 includes a portable driver framework supporting GPIO, SPI, I2C, CAN, and Ethernet interfaces, a standardized diagnostic data logging and reporting system compliant with ISO 14229 (Unified Diagnostic Services), and a remote diagnostics communication interface enabling over-the-air (OTA) diagnostic queries and firmware status reporting. The module also implements VMS-originated self-test routines for adaptive mobility hardware verification during vehicle startup sequences.
Approximate Lines of Code | 14,300 lines (C language, with hardware-specific assembly language segments)
Date of Creation | Development commenced October 1, 2022; initial functional release completed February 1, 2023; final release prior to suspension of integration work completed March 18, 2023.
VMS Engineering Team Lead | Lena Petrova, Director, Software Integration Engineering
Contributing Engineers | David Okonkwo (Real-Time Systems Architect), Sarah Johannsen (Safety-Critical Software Engineer), Carlos Menendez (Hardware Abstraction Engineer), Priyanka Deshmukh (Scheduling Systems Specialist)
Associated Project Argonaut Platform(s) | Argonaut-A and Argonaut-C (cross-platform)
Integration Milestone Status | Cross-platform validation completed for Argonaut-A and Argonaut-C hardware targets; further validation for Argonaut-B, -D, and -E suspended due to Project Argonaut rescoping
Metric | Value
Total Modules | 3 (DW-001, DW-002, DW-003)
Total Approximate Lines of Code | 47,000 lines
Total VMS Engineering Hours (Project Argonaut) | Approximately 14,200 hours
Estimated Commercial Value | $1,800,000 – $2,500,000
Independent Assessment Conducted By | Hargrove Technical Consulting, LLC
Assessment Lead | Dr. Samuel Beecroft, Ph.D. (Embedded Systems)
Assessment Report Date | September 8, 2023