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EXHIBIT B

Fee Schedule and Payment Milestones

This Exhibit B (this "Exhibit B") is attached to and forms a part of the Master Embedded Software License and Services Agreement (the "Agreement"), dated as of June 21, 2022, by and between Meridian Code Technologies, Inc., a California corporation ("Licensor" or "MeridianCode"), and Vantage Mobility Systems Corp., a Delaware corporation ("Licensee" or "VMS").

This Exhibit B sets forth the fees, payment milestones, invoicing procedures, and related payment terms applicable to the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. All references to "Sections" refer to sections of the Agreement unless otherwise specified. Where a reference is intended to refer to a section of this Exhibit B, it shall be identified as a section "of this Exhibit B."

Section 1: Total Agreement Value

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

Table 1-1: Fee Component Reconciliation

For the avoidance of doubt, the Total Deal Value of Twenty Million Dollars ($20,000,000) as referenced in the recitals to the Agreement encompasses the Upfront License Fee in the amount of Eight Million Dollars ($8,000,000), the first two (2) years of Annual Maintenance and Support Fees in the aggregate amount of Four Million Eight Hundred Thousand Dollars ($2,400,000 × 2 = $4,800,000), the Integration Services Fee in the amount of Three Million Two Hundred Thousand Dollars ($3,200,000), and the Per-Unit Runtime Royalty aggregate cap of Four Million Dollars ($4,000,000), totaling Twenty Million Dollars ($20,000,000).

Annual Maintenance and Support Fees for Maintenance Years 3 through 5, if applicable, represent additional recurring obligations that extend the total potential contractual payments beyond the Total Deal Value of $20,000,000 in the event the Agreement continues through its full five (5) year Term. However, for purposes of financial planning, budgeting, and the commercial understandings reflected in the Agreement, the parties acknowledge that the primary commercial deal value is Twenty Million Dollars ($20,000,000) as set forth in the Agreement recitals. The potential additional Annual Maintenance and Support Fees for Years 3 through 5 would amount to an additional Seven Million Two Hundred Thousand Dollars ($2,400,000 × 3 = $7,200,000) if the Agreement remains in full force and effect through the expiration of the Term.

Section 2: Upfront License Fee

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

The Upfront License Fee is a one-time, non-recurring fee payable in consideration for the grant of the license rights set forth in Section 2.1 of the Agreement. The Upfront License Fee represents compensation for the perpetual (subject to the terms and conditions of the Agreement), non-exclusive, non-transferable license to use, reproduce, modify, and create derivative works of the Licensed Software solely for the purposes and within the scope described in the Agreement. The Upfront License Fee does not include any maintenance, support, integration services, or per-unit royalty obligations, each of which is separately addressed in this Exhibit B.

2.2 Payment Timing

The Upfront License Fee shall be due and payable in full on the Effective Date of the Agreement (June 21, 2022). Payment shall be made by wire transfer of immediately available funds in United States Dollars to the bank account designated by Licensor in writing in accordance with Section 7.1 of this Exhibit B. Licensor shall provide wire transfer instructions to Licensee no later than five (5) business days prior to the Effective Date. Time is of the essence with respect to payment of the Upfront License Fee.

2.3 Non-Refundability. The Upfront License Fee is non-refundable except as expressly provided in Section 9.1 of the Agreement (Termination for Convenience) and Section 8 of this Exhibit B.

Specifically, and as more fully described in Section 8.1 of this Exhibit B:

(a) If the Agreement is terminated for convenience by Licensee prior to the twenty-four (24) month anniversary of the Effective Date (i.e., prior to June 21, 2024), all prepaid fees, including the Upfront License Fee, shall be forfeited by Licensee. No refund, credit, or reimbursement of any kind shall be due to Licensee in connection with such early termination.

(b) If termination for convenience occurs on or after the twenty-four (24) month anniversary of the Effective Date, the Upfront License Fee shall be deemed fully earned by Licensor and no refund or credit of the Upfront License Fee shall be due. However, Licensee shall not forfeit other prepaid fees to the extent such fees relate to services or periods not yet rendered or commenced, subject to the terms and conditions of the Agreement.

(c) If the Agreement is terminated for cause by Licensee due to Licensor's material breach, Licensee's refund rights with respect to the Upfront License Fee shall be governed by Section 8.3 of this Exhibit B.

Section 3: Annual Maintenance and Support Fees

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

(a) maintenance of the Licensed Software, including error corrections and bug fixes;

(b) support services, including access to Licensor's dedicated technical support team during Licensor's standard business hours;

(c) software updates, including minor version updates (e.g., Version 4.2.x) and patches released by Licensor during the applicable Maintenance Year;

(d) technical support via telephone and electronic communication channels, including email and Licensor's ticketed support system; and

(e) access to Licensor's online support portal, including knowledge base articles, technical documentation, release notes, and community forums.

The Annual Maintenance Fee does not include major version upgrades (e.g., upgrades from Version 4.x to Version 5.x), custom development services, on-site support visits, or any other services not expressly included within the scope of Section 5 of the Agreement. Such additional services, if requested by Licensee, shall be subject to separate written agreement and additional fees.

3.2 Payment Schedule

The Annual Maintenance Fee for each Maintenance Year shall be invoiced and paid in accordance with the following schedule:

Table 3-1: Annual Maintenance Fee Payment Schedule

Each Annual Maintenance Fee shall be payable in full for the applicable Maintenance Year. No partial-year proration shall apply unless expressly agreed in writing by both parties or as otherwise required under Section 8 of this Exhibit B. For the avoidance of doubt, each Annual Maintenance Fee covers a twelve (12) month period commencing on the applicable anniversary of the Effective Date.

3.3 Dormancy Adjustment

As set forth in Section 9.4 of the Agreement (Dormancy), in the event the Agreement is placed in Dormancy Status pursuant to the terms and procedures specified therein, the scope of maintenance and support services to be provided by Licensor shall be reduced to critical-security-patch-only level for the duration of the dormancy period. During Dormancy Status, Licensor shall have no obligation to provide non-critical software updates, technical support, or support portal access beyond what is reasonably necessary to deliver critical security patches.

The parties acknowledge that the Agreement does not expressly provide for automatic reduction, abatement, or proration of Annual Maintenance Fees during any period of Dormancy Status. The parties' respective positions on whether Annual Maintenance Fees are payable in full, abated, or subject to proration during Dormancy Status remain subject to good faith negotiation and shall be resolved in accordance with the terms of Section 9.4 of the Agreement and any applicable written amendment executed by both parties. Any dispute regarding payment obligations during a period of Dormancy Status that cannot be resolved through good faith negotiation shall be submitted to the dispute resolution provisions of the Agreement.

3.4 Non-Refundability. Annual Maintenance Fees, once paid, are non-refundable except as expressly provided in the Agreement and this Exhibit B. Without limiting the foregoing, Annual Maintenance Fees are subject to the forfeiture provisions set forth in Section 8.1 of this Exhibit B, which apply in the event of termination for convenience by Licensee prior to the twenty-four (24) month anniversary of the Effective Date. In the event of termination for cause by Licensee due to Licensor's material breach, Licensee's refund rights with respect to Annual Maintenance Fees shall be governed by Section 8.3 of this Exhibit B and the applicable provisions of the Agreement.

Section 4: Integration Services Fees

4.1 Total Integration Services Fee

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

The Integration Services Fee is payable on a milestone basis as set forth in Section 4.2 of this Exhibit B. No portion of the Integration Services Fee shall be due or payable prior to Licensee's written acceptance (or deemed acceptance) of the applicable milestone deliverable. The scope, timeline, resource allocation, and detailed acceptance criteria for the Integration Services are further described in Statement of Work No. 1 ("SOW-1") attached to the Agreement. In the event of any conflict between this Section 4 and SOW-1 with respect to milestone definitions or acceptance criteria, the terms of SOW-1 shall control; provided, however, that the payment amounts and payment triggers set forth in this Exhibit B shall govern in all cases.

4.2 Milestone Payment Schedule

The Integration Services are divided into five (5) milestones, each corresponding to a defined deliverable and acceptance criteria as set forth in SOW-1. Each milestone payment shall be Six Hundred Forty Thousand Dollars ($640,000) ($3,200,000 ÷ 5 = $640,000 per milestone). The milestone payment schedule is as follows:

Table 4-1: Integration Services Milestone Payments

Licensor shall submit an invoice for each milestone payment promptly following Licensee's written acceptance (or deemed acceptance) of the applicable milestone deliverable. Each such invoice shall reference the specific milestone number, the date of acceptance, and the corresponding payment amount.

4.3 Acceptance Procedures

Licensee shall have fifteen (15) business days following delivery of each milestone deliverable (the "Acceptance Period") to conduct acceptance testing and review in accordance with the acceptance criteria set forth in SOW-1. During the Acceptance Period, Licensee shall evaluate the milestone deliverable against the defined acceptance criteria and shall, prior to the expiration of the Acceptance Period, provide Licensor with one of the following:

(a) Written Acceptance. A written notice confirming that the milestone deliverable meets the applicable acceptance criteria, in which case the milestone shall be deemed accepted as of the date of such notice.

(b) Written Rejection. A written rejection notice specifying in reasonable detail the specific deficiencies, non-conformities, or failures to meet acceptance criteria that form the basis for rejection. Licensee's rejection notice shall identify, to the extent reasonably practicable, the specific test cases or acceptance criteria that were not satisfied and shall include supporting documentation, test logs, or other evidence of the identified deficiencies.

In the event of rejection, Licensor shall have thirty (30) calendar days following receipt of Licensee's rejection notice (the "Cure Period") to cure any deficiencies identified in the rejection notice and to redeliver the milestone deliverable to Licensee for re-acceptance testing. Upon redelivery, Licensee shall have an additional fifteen (15) business day Acceptance Period to conduct re-acceptance testing. The parties shall repeat this process, if necessary, subject to the escalation and dispute resolution procedures set forth in the Agreement.

If Licensee fails to provide written acceptance or written rejection within the fifteen (15) business day Acceptance Period, and provided that Licensor has delivered the milestone deliverable in accordance with the requirements of SOW-1, the milestone deliverable shall be deemed accepted as of the expiration of the Acceptance Period, and Licensor shall be entitled to invoice Licensee for the corresponding milestone payment.

4.4 Tolling of Milestones During Dormancy

In the event the Agreement is placed in Dormancy Status pursuant to Section 9.4 of the Agreement, all milestone deadlines and deliverable schedules set forth in this Section 4 of this Exhibit B and in SOW-1 shall be tolled for the duration of the dormancy period. Licensor shall have no obligation to perform Integration Services, and Licensee shall have no obligation to conduct acceptance testing or make milestone payments, during any period of Dormancy Status.

Upon reactivation of the Agreement from Dormancy Status in accordance with the procedures set forth in Section 9.4 of the Agreement, all milestone deadlines and deliverable schedules shall resume and shall be extended by a period equal to the duration of the dormancy period, measured from the date Dormancy Status commenced to the date of reactivation. Licensor shall use commercially reasonable efforts to reassemble the integration team and resume work on outstanding milestones within thirty (30) days of reactivation, subject to resource availability.

4.5 Scope Adjustments

The Integration Services Fee and the milestone payment schedule set forth in this Section 4 are based on the integration of the Licensed Software into five (5) designated vehicle platform configurations (Argonaut-A through Argonaut-E) as described in SOW-1. In the event that the number of designated vehicle platform configurations is reduced from the original five (5) platforms due to changes in Licensee's product roadmap, discontinuation of a platform configuration, or other business reasons, the parties shall negotiate in good faith an equitable adjustment to the remaining unpaid Integration Services Fees and the scope of remaining milestone deliverables.

Any such equitable adjustment shall take into account the work already performed by Licensor, the proportion of the Integration Services Fee already paid, and the reduced scope of the remaining deliverables. Any adjustment to the Integration Services Fee or the milestone payment schedule agreed upon by the parties shall be documented in a written amendment to the Agreement and this Exhibit B, executed by authorized representatives of both parties.

For the avoidance of doubt, the addition of vehicle platform configurations beyond the original five (5) platforms shall constitute a change order under SOW-1 and shall be subject to separate pricing agreed upon in writing by both parties.

Section 5: Per-Unit Runtime Royalties

5.1 Royalty Rate

Licensee shall pay to Licensor a per-unit runtime royalty of Eighty Dollars ($80.00) per unit (the "Per-Unit Royalty") for each vehicle unit manufactured by Licensee or its authorized subcontractors that incorporates the Licensed Software in an embedded configuration. For purposes of this Section 5, a "unit" means a single vehicle incorporating one (1) instance of the Licensed Software in production use, regardless of the number of processors, electronic control units, or subsystems within such vehicle that execute the Licensed Software, provided that all such processors, electronic control units, or subsystems are contained within a single vehicle and operate as part of an integrated system.

The Per-Unit Royalty is payable for each unit commencing on the date such unit is shipped from the manufacturing facility (or, if manufactured by an authorized subcontractor, shipped from the subcontractor's facility) for delivery to a customer, dealer, or distribution point. Prototype units, engineering test units, and pre-production validation units shall not be subject to Per-Unit Royalties, provided that Licensee maintains records sufficient to distinguish such units from production units.

5.2 Aggregate Royalty Cap

The aggregate Per-Unit Royalties payable by Licensee over the full five (5) year Term of the Agreement shall not exceed Four Million Dollars ($4,000,000) (the "Royalty Cap"). The Royalty Cap is calculated based on a maximum of fifty thousand (50,000) units over the Term ($80.00 × 50,000 = $4,000,000).

Once aggregate Per-Unit Royalties paid by Licensee to Licensor equal the Royalty Cap, no further Per-Unit Royalties shall be due or payable for the remainder of the Term, regardless of the number of additional units manufactured and shipped by Licensee or its authorized subcontractors that incorporate the Licensed Software. Licensee shall continue to provide quarterly royalty reports in accordance with Section 5.3 of this Exhibit B even after the Royalty Cap has been reached, for informational and record-keeping purposes.

5.3 Royalty Reporting and Payment

Licensee shall deliver to Licensor a quarterly royalty report (each, a "Royalty Report") within thirty (30) days after the end of each calendar quarter during the Term (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each year). Each Royalty Report shall set forth, at a minimum, the following information:

(a) the total number of units manufactured and shipped during the applicable calendar quarter that incorporate the Licensed Software in an embedded configuration;

(b) the calculation of Per-Unit Royalties due for the applicable calendar quarter, including the applicable Per-Unit Royalty rate and the total royalty amount due;

(c) a running cumulative total of all Per-Unit Royalties paid to Licensor to date under this Exhibit B, including the amount reported in the current Royalty Report; and

(d) a certification by an authorized officer or designated representative of Licensee that the information contained in the Royalty Report is true, complete, and accurate in all material respects.

Per-Unit Royalties reflected in each quarterly Royalty Report shall be due and payable within forty-five (45) days after the end of the applicable calendar quarter. Licensor shall submit an invoice for the Per-Unit Royalties due based on the information set forth in the Royalty Report, and Licensee shall remit payment in accordance with the payment terms set forth in Section 7 of this Exhibit B.

Licensor shall have the right, upon not less than thirty (30) days' prior written notice to Licensee, and no more than once per calendar year, to audit Licensee's books, records, manufacturing logs, and shipping records to verify the accuracy of Licensee's Royalty Reports and the calculation of Per-Unit Royalties. Any such audit shall be conducted during Licensee's normal business hours at Licensee's principal place of business or such other location where the relevant records are maintained, and shall be performed by an independent certified public accounting firm selected by Licensor and reasonably acceptable to Licensee. The cost of such audit shall be borne by Licensor; provided, however, that if the audit reveals an underpayment of Per-Unit Royalties in excess of five percent (5%) of the total amount that should have been paid for the audited period, Licensee shall bear the reasonable cost of the audit in addition to promptly remitting the underpayment amount together with interest calculated in accordance with Section 7.3 of this Exhibit B.

5.4 Royalties During Dormancy

No Per-Unit Royalties shall accrue during any period of Dormancy Status, as no units incorporating the Licensed Software are expected to be manufactured or shipped during any such dormancy period. In the event that any units incorporating the Licensed Software are manufactured or shipped during a period of Dormancy Status (whether due to completion of previously committed production runs or otherwise), such units shall be reported in the first Royalty Report following reactivation and the applicable Per-Unit Royalties shall be due and payable in accordance with this Section 5.

Upon reactivation of the Agreement from Dormancy Status, Per-Unit Royalties shall resume in accordance with this Section 5, and Licensee shall resume delivery of quarterly Royalty Reports beginning with the first full calendar quarter following the date of reactivation.

Section 6: Invoicing Procedures

6.1 Invoicing Requirements

All invoices submitted by Licensor to Licensee under the Agreement and this Exhibit B shall be directed to the following address (or such other address as Licensee may designate in writing from time to time upon not less than ten (10) days' prior written notice to Licensor):

Vantage Mobility Systems Corp.

Attn: Accounts Payable / VP, Procurement & Strategic Sourcing

4100 Industrial Parkway Sterling Heights, MI 48312

Licensor may, at its option and with Licensee's prior written consent, submit invoices electronically to an email address designated by Licensee for purposes of electronic invoicing. Each invoice submitted by Licensor shall contain, at a minimum, the following information:

(a) a unique invoice number;

(b) the date of the invoice;

(d) a description of the fee component or milestone to which the invoice relates, including the applicable section of this Exhibit B;

(e) the amount due;

(f) the applicable payment terms, including the payment due date; and

(g) wire transfer instructions for Licensor's designated bank account, or a reference to previously provided wire transfer instructions if unchanged.

Invoices that do not contain the information required by this Section 6.1 may be returned by Licensee to Licensor for correction, and the applicable payment due date shall be extended by the number of days between Licensee's return of the invoice and Licensor's resubmission of a corrected invoice.

6.2 Invoice Disputes

If Licensee disputes any portion of an invoice in good faith, Licensee shall:

(a) notify Licensor in writing within fifteen (15) days of receipt of the invoice, specifying the basis for the dispute in reasonable detail, including identification of the specific line items or amounts disputed and the reasons therefor; and

(b) pay the undisputed portion of the invoice by the applicable payment due date. Licensee's payment of the undisputed portion shall not constitute a waiver of Licensee's right to dispute the remaining portion, nor shall it constitute an admission that the disputed amount is not owed.

The parties shall use good faith efforts to resolve any invoice dispute within thirty (30) days of Licensee's written notice of dispute. During such thirty (30) day period, each party shall designate a representative with authority to negotiate and resolve the dispute, and the designated representatives shall meet (in person or by telephone or video conference) at least once during such period to attempt to reach resolution.

Disputed amounts shall not be deemed overdue or subject to late-payment interest charges under Section 7.3 of this Exhibit B during the pendency of good faith dispute resolution under this Section 6.2, provided that Licensee has complied with the notice and payment requirements of clauses (a) and (b) above. If the parties are unable to resolve an invoice dispute within the thirty (30) day period specified above, the dispute shall be escalated to the dispute resolution procedures set forth in the Agreement.

Section 7: Payment Terms

7.1 Payment Method

All payments under the Agreement and this Exhibit B shall be made by wire transfer of immediately available funds in United States Dollars to the bank account designated by Licensor in writing. Licensor's designated bank account information shall be provided to Licensee under separate cover and may be updated by Licensor upon not less than fifteen (15) days' prior written notice to Licensee. In the event Licensor changes its designated bank account, Licensee shall not be responsible for any payment misdirected to a previously designated account if Licensor failed to provide the required fifteen (15) days' prior written notice of the change.

Licensee shall not make payments by check, money order, or any other payment method without Licensor's prior written consent. All costs, fees, and charges imposed by Licensee's bank or any intermediary bank in connection with wire transfers shall be borne by Licensee. All costs, fees, and charges imposed by Licensor's receiving bank shall be borne by Licensor.

7.2 Payment Due Dates

Unless otherwise specified in this Exhibit B with respect to a particular fee component or milestone payment, all undisputed amounts invoiced by Licensor shall be due and payable within thirty (30) days of the date of Licensor's invoice. If the payment due date falls on a day that is not a business day (i.e., a day on which commercial banks in the State of California or the State of Michigan are open for business), the payment due date shall be extended to the next succeeding business day.

7.3 Late Payment

Any undisputed amount not paid when due shall bear interest from the due date until paid at the lesser of: (a) one and one-half percent (1.5%) per month, compounded monthly; or (b) the maximum rate permitted by applicable law. Late-payment interest shall accrue from and including the payment due date to but excluding the date of actual receipt of payment by Licensor.

Late-payment interest shall not apply to amounts that are subject to a bona fide good faith dispute in accordance with Section 6.2 of this Exhibit B, provided that Licensee has complied with the notice and partial payment obligations set forth therein. In the event a disputed amount is ultimately determined (whether by agreement of the parties or through dispute resolution proceedings) to be owed by Licensee, late-payment interest on such amount shall accrue from the original payment due date, unless the parties agree otherwise in writing as part of the dispute resolution.

7.4 Taxes. All fees set forth in this Exhibit B are exclusive of any applicable sales, use, value-added, goods and services, withholding, or similar taxes, duties, levies, or governmental charges of any kind (collectively, "Taxes"). Licensee shall be responsible for and shall pay all Taxes arising in connection with the Agreement and the transactions contemplated hereby, excluding only taxes based solely on Licensor's net income, net worth, or franchise taxes imposed on Licensor in its jurisdiction of incorporation or organization.

If any Tax is required to be collected by Licensor, Licensor shall include the applicable Tax amount on its invoice, and Licensee shall pay such Tax amount in addition to the fees specified herein. If Licensee is required by applicable law to withhold or deduct any Tax from payments due to Licensor, Licensee shall: (a) deduct or withhold the required amount; (b) remit the withheld amount to the appropriate governmental authority in accordance with applicable law; and (c) provide Licensor with applicable tax receipts, withholding certificates, and such other documentation as Licensor may reasonably request to evidence the withholding and remittance. The parties shall cooperate in good faith to minimize Tax obligations to the extent permitted by applicable law.

7.5 Set-Off. Neither party shall have the right to set off, deduct, or net any amounts owed under the Agreement against amounts owed by the other party under any other agreement, arrangement, or transaction between the parties or their respective affiliates, except as expressly agreed in writing by both parties. This restriction on set-off shall not limit either party's rights or remedies under the Agreement with respect to indemnification obligations, warranty claims, or other rights expressly provided for in the Agreement.

Section 8: Fee Forfeiture and Refund Provisions

8.1 Termination for Convenience — Fee Forfeiture

This Section 8.1 is intended to be read in conjunction with, and is subject to, Section 9.1 of the Agreement (Termination for Convenience).

If Licensee terminates the Agreement for convenience prior to the twenty-four (24) month anniversary of the Effective Date (i.e., prior to June 21, 2024), Licensee shall forfeit all prepaid fees, including without limitation:

(a) the Upfront License Fee of Eight Million Dollars ($8,000,000);

(b) all Annual Maintenance Fees paid as of the date of termination; and

No refund, credit, reimbursement, or other payment of any kind shall be due to Licensee from Licensor in connection with such early termination for convenience. All forfeited fees shall be deemed fully earned by Licensor as of the date of termination, and Licensor shall have no obligation to return, credit, or apply such fees against any future obligation.

If termination for convenience by Licensee occurs on or after the twenty-four (24) month anniversary of the Effective Date, the forfeiture provision set forth in this Section 8.1 shall not apply, and the parties' respective rights to any refund, credit, or reimbursement shall be governed by the remaining provisions of the Agreement. In such event, the Upfront License Fee shall be deemed fully earned by Licensor and no refund or credit of the Upfront License Fee shall be due. With respect to other prepaid fees, Licensee shall not forfeit prepaid fees to the extent such fees relate to services or periods not yet rendered or commenced as of the effective date of termination, and Licensor shall refund to Licensee any such fees in accordance with the terms of the Agreement.

8.2 Termination for Cause — Licensor

If Licensor terminates the Agreement for cause due to Licensee's material breach (after delivery of written notice of breach and expiration of the applicable cure period as set forth in the Agreement without cure), all prepaid fees shall be deemed fully earned by Licensor and shall be non-refundable. In addition, Licensee shall remain liable for all accrued but unpaid fees as of the effective date of termination, including without limitation any unpaid Annual Maintenance Fees for the then-current Maintenance Year, any unpaid Integration Services Fee milestone payments for milestones accepted (or deemed accepted) prior to termination, and any unpaid Per-Unit Royalties for units manufactured and shipped prior to the effective date of termination. Such accrued but unpaid amounts shall become immediately due and payable upon the effective date of termination.

8.3 Termination for Cause — Licensee

If Licensee terminates the Agreement for cause due to Licensor's material breach (after delivery of written notice of breach and expiration of the applicable cure period as set forth in the Agreement without cure), Licensor shall refund to Licensee the following amounts:

(a) Pro Rata Upfront License Fee Refund. A pro rata portion of the Upfront License Fee based on the unused portion of the Term remaining as of the effective date of termination. The pro rata refund shall be calculated as follows: $8,000,000 × (number of full months remaining in the Term from the effective date of termination ÷ 60 months). For purposes of this calculation, the Term is deemed to be sixty (60) months.

(b) Unearned Integration Services Fee Refund. All accrued but unearned Integration Services Fee milestone payments — that is, milestone payments that have been paid by Licensee for milestone deliverables that were accepted by Licensee but for which the corresponding integration work was not completed or was rendered defective due to Licensor's breach, as well as milestone payments paid for milestones not yet accepted or deemed accepted as of the effective date of termination.

Any refund due to Licensee under this Section 8.3 shall be paid by Licensor within sixty (60) days of the effective date of termination, by wire transfer of immediately available funds to a bank account designated by Licensee in writing.

8.4 Expiration. Upon expiration of the Agreement at the end of the five (5) year Term (June 20, 2027), no refund, credit, or reimbursement of any prepaid fees shall be due to either party. All fees paid through the expiration date shall be deemed fully earned by Licensor.

Section 9: Summary Fee Table

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

Table 9-1: Consolidated Fee Summary

Section 10: Amendments to This Exhibit

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

In the event of any conflict or inconsistency between the terms of this Exhibit B and the body of the Agreement, the terms of the Agreement shall control and take precedence, except to the extent the Agreement expressly provides that a particular term of this Exhibit B shall control with respect to a specific subject matter.

[Signature Page Follows]

SIGNATURE AND CROSS-REFERENCE BLOCK

This Exhibit B is incorporated into and forms a part of the Master Embedded Software License and Services Agreement, dated as of June 21, 2022, by and between Meridian Code Technologies, Inc. and Vantage Mobility Systems Corp. By executing this Exhibit B below, the parties acknowledge and agree to the fees, payment milestones, invoicing procedures, and related payment terms set forth herein.

IN WITNESS WHEREOF, the parties have caused this Exhibit B to be executed by their respective duly authorized representatives as of the date set forth below.

MERIDIAN CODE TECHNOLOGIES, INC.

By: ________

Name: Jeffrey N. Castellano

Title: Chief Executive Officer

Date: June 21, 2022

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Thomas R. Keating

Title: Chief Executive Officer

Date: June 21, 2022

Fee Component	Amount
Upfront License Fee	$8,000,000
Annual Maintenance and Support Fees (Years 1–2)	$4,800,000 ($2,400,000 × 2)
Integration Services Fee	$3,200,000
Per-Unit Runtime Royalties (Aggregate Cap)	$4,000,000
Total Deal Value	$20,000,000
Maintenance Year	Period Covered	Invoice Date	Payment Due Date
Year 1	June 21, 2022 – June 20, 2023	Effective Date (June 21, 2022)	July 15, 2022
Year 2	June 21, 2023 – June 20, 2024	July 1, 2023	Thirty (30) days after invoice date
Year 3	June 21, 2024 – June 20, 2025	July 1, 2024	Thirty (30) days after invoice date
Year 4	June 21, 2025 – June 20, 2026	July 1, 2025	Thirty (30) days after invoice date
Year 5	June 21, 2026 – June 20, 2027	July 1, 2026	Thirty (30) days after invoice date
Milestone	Description	Payment Amount	Payment Trigger
Milestone 1	Requirements Specification and Platform Architecture Review — Approval of requirements specification documentation for all designated vehicle platform configurations (Argonaut-A through Argonaut-E), including hardware interface specifications, software dependency mapping, and system architecture diagrams	$640,000	Within thirty (30) days after Licensee's written acceptance of Milestone 1 deliverables
Milestone 2	Source-Code Customization — Delivery of customized ATLAS-RT source code packages for each designated platform configuration, including platform-specific driver modules, board support packages, and configuration files	$640,000	Within thirty (30) days after Licensee's written acceptance of Milestone 2 deliverables
Milestone 3	Alpha Integration Testing — Successful completion of alpha-level integration testing on at least two (2) designated platform configurations, with documented test results meeting the acceptance criteria specified in SOW-1, including minimum pass rates and defect severity thresholds	$640,000	Within thirty (30) days after Licensee's written acceptance of Milestone 3 deliverables
Milestone 4	Beta Integration and Validation — Successful completion of beta-level integration and functional validation testing across all five (5) designated platform configurations (Argonaut-A through Argonaut-E), with documented pass rates meeting the acceptance criteria specified in SOW-1 and no unresolved Severity 1 or Severity 2 defects	$640,000	Within thirty (30) days after Licensee's written acceptance of Milestone 4 deliverables
Milestone 5	Final Integration Certification and Production Release — Delivery of production-ready integration packages for all designated platform configurations, final certification documentation (including regulatory and compliance certifications as applicable), and formal handoff of all integration deliverables, source code, build scripts, and associated documentation	$640,000	Within thirty (30) days after Licensee's written acceptance of Milestone 5 deliverables
Total	$3,200,000
Fee Component	Total Amount	Payment Timing	Notes
Upfront License Fee	$8,000,000	Due on Effective Date (June 21, 2022)	Non-refundable; subject to Section 9.1 forfeiture provisions and Section 8 of this Exhibit B
Annual Maintenance & Support (Year 1)	$2,400,000	Due July 15, 2022	Covers June 21, 2022 – June 20, 2023
Annual Maintenance & Support (Year 2)	$2,400,000	Invoiced July 1, 2023; due 30 days after invoice	Covers June 21, 2023 – June 20, 2024
Annual Maintenance & Support (Year 3)	$2,400,000	Invoiced July 1, 2024; due 30 days after invoice	Covers June 21, 2024 – June 20, 2025
Annual Maintenance & Support (Year 4)	$2,400,000	Invoiced July 1, 2025; due 30 days after invoice	Covers June 21, 2025 – June 20, 2026

Annual Maintenance & Support (Year 5)	$2,400,000	Invoiced July 1, 2026; due 30 days after invoice	Covers June 21, 2026 – June 20, 2027
Integration Services — Milestone 1	$640,000	30 days after written acceptance	Requirements specification and platform architecture review
Integration Services — Milestone 2	$640,000	30 days after written acceptance	Source-code customization
Integration Services — Milestone 3	$640,000	30 days after written acceptance	Alpha integration testing
Integration Services — Milestone 4	$640,000	30 days after written acceptance	Beta integration and validation
Integration Services — Milestone 5	$640,000	30 days after written acceptance	Final certification and production release
Per-Unit Runtime Royalties	$80.00/unit; $4,000,000 aggregate cap	45 days after end of each calendar quarter	Up to 50,000 units over the 5-year Term; quarterly reporting required

EXHIBIT B
Fee Schedule and Payment Milestones
This Exhibit B (this "Exhibit B") is attached to and forms a part of the Master Embedded Software License and Services Agreement (the "Agreement"), dated as of June 21, 2022, by and between Meridian Code Technologies, Inc., a California corporation ("Licensor" or "MeridianCode"), and Vantage Mobility Systems Corp., a Delaware corporation ("Licensee" or "VMS").
This Exhibit B sets forth the fees, payment milestones, invoicing procedures, and related payment terms applicable to the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. All references to "Sections" refer to sections of the Agreement unless otherwise specified. Where a reference is intended to refer to a section of this Exhibit B, it shall be identified as a section "of this Exhibit B."
Section 1: Total Agreement Value
The total aggregate value of the Agreement is Twenty Million Dollars ($20,000,000) (the "Total Deal Value"). The Total Deal Value comprises the following four fee components: (a) the Upfront License Fee; (b) Annual Maintenance and Support Fees; (c) Integration Services Fees; and (d) Per-Unit Runtime Royalties. The allocation of the Total Deal Value among these fee components is set forth in the reconciliation table below.
Table 1-1: Fee Component Reconciliation
For the avoidance of doubt, the Total Deal Value of Twenty Million Dollars ($20,000,000) as referenced in the recitals to the Agreement encompasses the Upfront License Fee in the amount of Eight Million Dollars ($8,000,000), the first two (2) years of Annual Maintenance and Support Fees in the aggregate amount of Four Million Eight Hundred Thousand Dollars ($2,400,000 × 2 = $4,800,000), the Integration Services Fee in the amount of Three Million Two Hundred Thousand Dollars ($3,200,000), and the Per-Unit Runtime Royalty aggregate cap of Four Million Dollars ($4,000,000), totaling Twenty Million Dollars ($20,000,000).
Annual Maintenance and Support Fees for Maintenance Years 3 through 5, if applicable, represent additional recurring obligations that extend the total potential contractual payments beyond the Total Deal Value of $20,000,000 in the event the Agreement continues through its full five (5) year Term. However, for purposes of financial planning, budgeting, and the commercial understandings reflected in the Agreement, the parties acknowledge that the primary commercial deal value is Twenty Million Dollars ($20,000,000) as set forth in the Agreement recitals. The potential additional Annual Maintenance and Support Fees for Years 3 through 5 would amount to an additional Seven Million Two Hundred Thousand Dollars ($2,400,000 × 3 = $7,200,000) if the Agreement remains in full force and effect through the expiration of the Term.
Section 2: Upfront License Fee
2.1 Amount.  The Upfront License Fee for the license of the ATLAS-RT™ embedded real-time operating system, Version 4.2, including all modules, drivers, board support packages, and associated documentation as further described in Exhibit A to the Agreement (collectively, the "Licensed Software"), shall be Eight Million Dollars ($8,000,000) (the "Upfront License Fee").
The Upfront License Fee is a one-time, non-recurring fee payable in consideration for the grant of the license rights set forth in Section 2.1 of the Agreement. The Upfront License Fee represents compensation for the perpetual (subject to the terms and conditions of the Agreement), non-exclusive, non-transferable license to use, reproduce, modify, and create derivative works of the Licensed Software solely for the purposes and within the scope described in the Agreement. The Upfront License Fee does not include any maintenance, support, integration services, or per-unit royalty obligations, each of which is separately addressed in this Exhibit B.
2.2 Payment Timing
The Upfront License Fee shall be due and payable in full on the Effective Date of the Agreement (June 21, 2022). Payment shall be made by wire transfer of immediately available funds in United States Dollars to the bank account designated by Licensor in writing in accordance with Section 7.1 of this Exhibit B. Licensor shall provide wire transfer instructions to Licensee no later than five (5) business days prior to the Effective Date. Time is of the essence with respect to payment of the Upfront License Fee.
2.3 Non-Refundability.  The Upfront License Fee is non-refundable except as expressly provided in Section 9.1 of the Agreement (Termination for Convenience) and Section 8 of this Exhibit B.
Specifically, and as more fully described in Section 8.1 of this Exhibit B:
(a) If the Agreement is terminated for convenience by Licensee prior to the twenty-four (24) month anniversary of the Effective Date (i.e., prior to June 21, 2024), all prepaid fees, including the Upfront License Fee, shall be forfeited by Licensee. No refund, credit, or reimbursement of any kind shall be due to Licensee in connection with such early termination.
(b) If termination for convenience occurs on or after the twenty-four (24) month anniversary of the Effective Date, the Upfront License Fee shall be deemed fully earned by Licensor and no refund or credit of the Upfront License Fee shall be due. However, Licensee shall not forfeit other prepaid fees to the extent such fees relate to services or periods not yet rendered or commenced, subject to the terms and conditions of the Agreement.
(c) If the Agreement is terminated for cause by Licensee due to Licensor's material breach, Licensee's refund rights with respect to the Upfront License Fee shall be governed by Section 8.3 of this Exhibit B.
Section 3: Annual Maintenance and Support Fees
3.1 Amount.  The Annual Maintenance and Support Fee shall be Two Million Four Hundred Thousand Dollars ($2,400,000) per year (each, an "Annual Maintenance Fee"). The Annual Maintenance Fee covers the following services and deliverables as more particularly described in Section 5 of the Agreement:
(a) maintenance of the Licensed Software, including error corrections and bug fixes;
(b) support services, including access to Licensor's dedicated technical support team during Licensor's standard business hours;
(c) software updates, including minor version updates (e.g., Version 4.2.x) and patches released by Licensor during the applicable Maintenance Year;
(d) technical support via telephone and electronic communication channels, including email and Licensor's ticketed support system; and
(e) access to Licensor's online support portal, including knowledge base articles, technical documentation, release notes, and community forums.
The Annual Maintenance Fee does not include major version upgrades (e.g., upgrades from Version 4.x to Version 5.x), custom development services, on-site support visits, or any other services not expressly included within the scope of Section 5 of the Agreement. Such additional services, if requested by Licensee, shall be subject to separate written agreement and additional fees.
3.2 Payment Schedule
The Annual Maintenance Fee for each Maintenance Year shall be invoiced and paid in accordance with the following schedule:
Table 3-1: Annual Maintenance Fee Payment Schedule
Each Annual Maintenance Fee shall be payable in full for the applicable Maintenance Year. No partial-year proration shall apply unless expressly agreed in writing by both parties or as otherwise required under Section 8 of this Exhibit B. For the avoidance of doubt, each Annual Maintenance Fee covers a twelve (12) month period commencing on the applicable anniversary of the Effective Date.
3.3 Dormancy Adjustment
As set forth in Section 9.4 of the Agreement (Dormancy), in the event the Agreement is placed in Dormancy Status pursuant to the terms and procedures specified therein, the scope of maintenance and support services to be provided by Licensor shall be reduced to critical-security-patch-only level for the duration of the dormancy period. During Dormancy Status, Licensor shall have no obligation to provide non-critical software updates, technical support, or support portal access beyond what is reasonably necessary to deliver critical security patches.
The parties acknowledge that the Agreement does not expressly provide for automatic reduction, abatement, or proration of Annual Maintenance Fees during any period of Dormancy Status. The parties' respective positions on whether Annual Maintenance Fees are payable in full, abated, or subject to proration during Dormancy Status remain subject to good faith negotiation and shall be resolved in accordance with the terms of Section 9.4 of the Agreement and any applicable written amendment executed by both parties. Any dispute regarding payment obligations during a period of Dormancy Status that cannot be resolved through good faith negotiation shall be submitted to the dispute resolution provisions of the Agreement.
3.4 Non-Refundability.  Annual Maintenance Fees, once paid, are non-refundable except as expressly provided in the Agreement and this Exhibit B. Without limiting the foregoing, Annual Maintenance Fees are subject to the forfeiture provisions set forth in Section 8.1 of this Exhibit B, which apply in the event of termination for convenience by Licensee prior to the twenty-four (24) month anniversary of the Effective Date. In the event of termination for cause by Licensee due to Licensor's material breach, Licensee's refund rights with respect to Annual Maintenance Fees shall be governed by Section 8.3 of this Exhibit B and the applicable provisions of the Agreement.
Section 4: Integration Services Fees
4.1 Total Integration Services Fee
The total Integration Services Fee for professional services to be provided by Licensor in connection with the integration of the Licensed Software into Licensee's designated vehicle platform configurations under the project internally designated as "Project Argonaut" shall be Three Million Two Hundred Thousand Dollars ($3,200,000) (the "Integration Services Fee").
The Integration Services Fee is payable on a milestone basis as set forth in Section 4.2 of this Exhibit B. No portion of the Integration Services Fee shall be due or payable prior to Licensee's written acceptance (or deemed acceptance) of the applicable milestone deliverable. The scope, timeline, resource allocation, and detailed acceptance criteria for the Integration Services are further described in Statement of Work No. 1 ("SOW-1") attached to the Agreement. In the event of any conflict between this Section 4 and SOW-1 with respect to milestone definitions or acceptance criteria, the terms of SOW-1 shall control; provided, however, that the payment amounts and payment triggers set forth in this Exhibit B shall govern in all cases.
4.2 Milestone Payment Schedule
The Integration Services are divided into five (5) milestones, each corresponding to a defined deliverable and acceptance criteria as set forth in SOW-1. Each milestone payment shall be Six Hundred Forty Thousand Dollars ($640,000) ($3,200,000 ÷ 5 = $640,000 per milestone). The milestone payment schedule is as follows:
Table 4-1: Integration Services Milestone Payments
Licensor shall submit an invoice for each milestone payment promptly following Licensee's written acceptance (or deemed acceptance) of the applicable milestone deliverable. Each such invoice shall reference the specific milestone number, the date of acceptance, and the corresponding payment amount.
4.3 Acceptance Procedures
Licensee shall have fifteen (15) business days following delivery of each milestone deliverable (the "Acceptance Period") to conduct acceptance testing and review in accordance with the acceptance criteria set forth in SOW-1. During the Acceptance Period, Licensee shall evaluate the milestone deliverable against the defined acceptance criteria and shall, prior to the expiration of the Acceptance Period, provide Licensor with one of the following:
(a) Written Acceptance. A written notice confirming that the milestone deliverable meets the applicable acceptance criteria, in which case the milestone shall be deemed accepted as of the date of such notice.
(b) Written Rejection. A written rejection notice specifying in reasonable detail the specific deficiencies, non-conformities, or failures to meet acceptance criteria that form the basis for rejection. Licensee's rejection notice shall identify, to the extent reasonably practicable, the specific test cases or acceptance criteria that were not satisfied and shall include supporting documentation, test logs, or other evidence of the identified deficiencies.
In the event of rejection, Licensor shall have thirty (30) calendar days following receipt of Licensee's rejection notice (the "Cure Period") to cure any deficiencies identified in the rejection notice and to redeliver the milestone deliverable to Licensee for re-acceptance testing. Upon redelivery, Licensee shall have an additional fifteen (15) business day Acceptance Period to conduct re-acceptance testing. The parties shall repeat this process, if necessary, subject to the escalation and dispute resolution procedures set forth in the Agreement.
If Licensee fails to provide written acceptance or written rejection within the fifteen (15) business day Acceptance Period, and provided that Licensor has delivered the milestone deliverable in accordance with the requirements of SOW-1, the milestone deliverable shall be deemed accepted as of the expiration of the Acceptance Period, and Licensor shall be entitled to invoice Licensee for the corresponding milestone payment.
4.4 Tolling of Milestones During Dormancy
In the event the Agreement is placed in Dormancy Status pursuant to Section 9.4 of the Agreement, all milestone deadlines and deliverable schedules set forth in this Section 4 of this Exhibit B and in SOW-1 shall be tolled for the duration of the dormancy period. Licensor shall have no obligation to perform Integration Services, and Licensee shall have no obligation to conduct acceptance testing or make milestone payments, during any period of Dormancy Status.
Upon reactivation of the Agreement from Dormancy Status in accordance with the procedures set forth in Section 9.4 of the Agreement, all milestone deadlines and deliverable schedules shall resume and shall be extended by a period equal to the duration of the dormancy period, measured from the date Dormancy Status commenced to the date of reactivation. Licensor shall use commercially reasonable efforts to reassemble the integration team and resume work on outstanding milestones within thirty (30) days of reactivation, subject to resource availability.
4.5 Scope Adjustments
The Integration Services Fee and the milestone payment schedule set forth in this Section 4 are based on the integration of the Licensed Software into five (5) designated vehicle platform configurations (Argonaut-A through Argonaut-E) as described in SOW-1. In the event that the number of designated vehicle platform configurations is reduced from the original five (5) platforms due to changes in Licensee's product roadmap, discontinuation of a platform configuration, or other business reasons, the parties shall negotiate in good faith an equitable adjustment to the remaining unpaid Integration Services Fees and the scope of remaining milestone deliverables.
Any such equitable adjustment shall take into account the work already performed by Licensor, the proportion of the Integration Services Fee already paid, and the reduced scope of the remaining deliverables. Any adjustment to the Integration Services Fee or the milestone payment schedule agreed upon by the parties shall be documented in a written amendment to the Agreement and this Exhibit B, executed by authorized representatives of both parties.
For the avoidance of doubt, the addition of vehicle platform configurations beyond the original five (5) platforms shall constitute a change order under SOW-1 and shall be subject to separate pricing agreed upon in writing by both parties.
Section 5: Per-Unit Runtime Royalties
5.1 Royalty Rate
Licensee shall pay to Licensor a per-unit runtime royalty of Eighty Dollars ($80.00) per unit (the "Per-Unit Royalty") for each vehicle unit manufactured by Licensee or its authorized subcontractors that incorporates the Licensed Software in an embedded configuration. For purposes of this Section 5, a "unit" means a single vehicle incorporating one (1) instance of the Licensed Software in production use, regardless of the number of processors, electronic control units, or subsystems within such vehicle that execute the Licensed Software, provided that all such processors, electronic control units, or subsystems are contained within a single vehicle and operate as part of an integrated system.
The Per-Unit Royalty is payable for each unit commencing on the date such unit is shipped from the manufacturing facility (or, if manufactured by an authorized subcontractor, shipped from the subcontractor's facility) for delivery to a customer, dealer, or distribution point. Prototype units, engineering test units, and pre-production validation units shall not be subject to Per-Unit Royalties, provided that Licensee maintains records sufficient to distinguish such units from production units.
5.2 Aggregate Royalty Cap
The aggregate Per-Unit Royalties payable by Licensee over the full five (5) year Term of the Agreement shall not exceed Four Million Dollars ($4,000,000) (the "Royalty Cap"). The Royalty Cap is calculated based on a maximum of fifty thousand (50,000) units over the Term ($80.00 × 50,000 = $4,000,000).
Once aggregate Per-Unit Royalties paid by Licensee to Licensor equal the Royalty Cap, no further Per-Unit Royalties shall be due or payable for the remainder of the Term, regardless of the number of additional units manufactured and shipped by Licensee or its authorized subcontractors that incorporate the Licensed Software. Licensee shall continue to provide quarterly royalty reports in accordance with Section 5.3 of this Exhibit B even after the Royalty Cap has been reached, for informational and record-keeping purposes.
5.3 Royalty Reporting and Payment
Licensee shall deliver to Licensor a quarterly royalty report (each, a "Royalty Report") within thirty (30) days after the end of each calendar quarter during the Term (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each year). Each Royalty Report shall set forth, at a minimum, the following information:
(a) the total number of units manufactured and shipped during the applicable calendar quarter that incorporate the Licensed Software in an embedded configuration;
(b) the calculation of Per-Unit Royalties due for the applicable calendar quarter, including the applicable Per-Unit Royalty rate and the total royalty amount due;
(c) a running cumulative total of all Per-Unit Royalties paid to Licensor to date under this Exhibit B, including the amount reported in the current Royalty Report; and
(d) a certification by an authorized officer or designated representative of Licensee that the information contained in the Royalty Report is true, complete, and accurate in all material respects.
Per-Unit Royalties reflected in each quarterly Royalty Report shall be due and payable within forty-five (45) days after the end of the applicable calendar quarter. Licensor shall submit an invoice for the Per-Unit Royalties due based on the information set forth in the Royalty Report, and Licensee shall remit payment in accordance with the payment terms set forth in Section 7 of this Exhibit B.
Licensor shall have the right, upon not less than thirty (30) days' prior written notice to Licensee, and no more than once per calendar year, to audit Licensee's books, records, manufacturing logs, and shipping records to verify the accuracy of Licensee's Royalty Reports and the calculation of Per-Unit Royalties. Any such audit shall be conducted during Licensee's normal business hours at Licensee's principal place of business or such other location where the relevant records are maintained, and shall be performed by an independent certified public accounting firm selected by Licensor and reasonably acceptable to Licensee. The cost of such audit shall be borne by Licensor; provided, however, that if the audit reveals an underpayment of Per-Unit Royalties in excess of five percent (5%) of the total amount that should have been paid for the audited period, Licensee shall bear the reasonable cost of the audit in addition to promptly remitting the underpayment amount together with interest calculated in accordance with Section 7.3 of this Exhibit B.
5.4 Royalties During Dormancy
No Per-Unit Royalties shall accrue during any period of Dormancy Status, as no units incorporating the Licensed Software are expected to be manufactured or shipped during any such dormancy period. In the event that any units incorporating the Licensed Software are manufactured or shipped during a period of Dormancy Status (whether due to completion of previously committed production runs or otherwise), such units shall be reported in the first Royalty Report following reactivation and the applicable Per-Unit Royalties shall be due and payable in accordance with this Section 5.
Upon reactivation of the Agreement from Dormancy Status, Per-Unit Royalties shall resume in accordance with this Section 5, and Licensee shall resume delivery of quarterly Royalty Reports beginning with the first full calendar quarter following the date of reactivation.
Section 6: Invoicing Procedures
6.1 Invoicing Requirements
All invoices submitted by Licensor to Licensee under the Agreement and this Exhibit B shall be directed to the following address (or such other address as Licensee may designate in writing from time to time upon not less than ten (10) days' prior written notice to Licensor):
Vantage Mobility Systems Corp.
Attn: Accounts Payable / VP, Procurement & Strategic Sourcing
4100 Industrial Parkway Sterling Heights, MI 48312
Licensor may, at its option and with Licensee's prior written consent, submit invoices electronically to an email address designated by Licensee for purposes of electronic invoicing. Each invoice submitted by Licensor shall contain, at a minimum, the following information:
(a) a unique invoice number;
(b) the date of the invoice;
(c) a reference to the Agreement (including the Agreement date of June 21, 2022) and this Exhibit B;
(d) a description of the fee component or milestone to which the invoice relates, including the applicable section of this Exhibit B;
(e) the amount due;
(f) the applicable payment terms, including the payment due date; and
(g) wire transfer instructions for Licensor's designated bank account, or a reference to previously provided wire transfer instructions if unchanged.
Invoices that do not contain the information required by this Section 6.1 may be returned by Licensee to Licensor for correction, and the applicable payment due date shall be extended by the number of days between Licensee's return of the invoice and Licensor's resubmission of a corrected invoice.
6.2 Invoice Disputes
If Licensee disputes any portion of an invoice in good faith, Licensee shall:
(a) notify Licensor in writing within fifteen (15) days of receipt of the invoice, specifying the basis for the dispute in reasonable detail, including identification of the specific line items or amounts disputed and the reasons therefor; and
(b) pay the undisputed portion of the invoice by the applicable payment due date. Licensee's payment of the undisputed portion shall not constitute a waiver of Licensee's right to dispute the remaining portion, nor shall it constitute an admission that the disputed amount is not owed.
The parties shall use good faith efforts to resolve any invoice dispute within thirty (30) days of Licensee's written notice of dispute. During such thirty (30) day period, each party shall designate a representative with authority to negotiate and resolve the dispute, and the designated representatives shall meet (in person or by telephone or video conference) at least once during such period to attempt to reach resolution.
Disputed amounts shall not be deemed overdue or subject to late-payment interest charges under Section 7.3 of this Exhibit B during the pendency of good faith dispute resolution under this Section 6.2, provided that Licensee has complied with the notice and payment requirements of clauses (a) and (b) above. If the parties are unable to resolve an invoice dispute within the thirty (30) day period specified above, the dispute shall be escalated to the dispute resolution procedures set forth in the Agreement.
Section 7: Payment Terms
7.1 Payment Method
All payments under the Agreement and this Exhibit B shall be made by wire transfer of immediately available funds in United States Dollars to the bank account designated by Licensor in writing. Licensor's designated bank account information shall be provided to Licensee under separate cover and may be updated by Licensor upon not less than fifteen (15) days' prior written notice to Licensee. In the event Licensor changes its designated bank account, Licensee shall not be responsible for any payment misdirected to a previously designated account if Licensor failed to provide the required fifteen (15) days' prior written notice of the change.
Licensee shall not make payments by check, money order, or any other payment method without Licensor's prior written consent. All costs, fees, and charges imposed by Licensee's bank or any intermediary bank in connection with wire transfers shall be borne by Licensee. All costs, fees, and charges imposed by Licensor's receiving bank shall be borne by Licensor.
7.2 Payment Due Dates
Unless otherwise specified in this Exhibit B with respect to a particular fee component or milestone payment, all undisputed amounts invoiced by Licensor shall be due and payable within thirty (30) days of the date of Licensor's invoice. If the payment due date falls on a day that is not a business day (i.e., a day on which commercial banks in the State of California or the State of Michigan are open for business), the payment due date shall be extended to the next succeeding business day.
7.3 Late Payment
Any undisputed amount not paid when due shall bear interest from the due date until paid at the lesser of: (a) one and one-half percent (1.5%) per month, compounded monthly; or (b) the maximum rate permitted by applicable law. Late-payment interest shall accrue from and including the payment due date to but excluding the date of actual receipt of payment by Licensor.
Late-payment interest shall not apply to amounts that are subject to a bona fide good faith dispute in accordance with Section 6.2 of this Exhibit B, provided that Licensee has complied with the notice and partial payment obligations set forth therein. In the event a disputed amount is ultimately determined (whether by agreement of the parties or through dispute resolution proceedings) to be owed by Licensee, late-payment interest on such amount shall accrue from the original payment due date, unless the parties agree otherwise in writing as part of the dispute resolution.
7.4 Taxes.  All fees set forth in this Exhibit B are exclusive of any applicable sales, use, value-added, goods and services, withholding, or similar taxes, duties, levies, or governmental charges of any kind (collectively, "Taxes"). Licensee shall be responsible for and shall pay all Taxes arising in connection with the Agreement and the transactions contemplated hereby, excluding only taxes based solely on Licensor's net income, net worth, or franchise taxes imposed on Licensor in its jurisdiction of incorporation or organization.
If any Tax is required to be collected by Licensor, Licensor shall include the applicable Tax amount on its invoice, and Licensee shall pay such Tax amount in addition to the fees specified herein. If Licensee is required by applicable law to withhold or deduct any Tax from payments due to Licensor, Licensee shall: (a) deduct or withhold the required amount; (b) remit the withheld amount to the appropriate governmental authority in accordance with applicable law; and (c) provide Licensor with applicable tax receipts, withholding certificates, and such other documentation as Licensor may reasonably request to evidence the withholding and remittance. The parties shall cooperate in good faith to minimize Tax obligations to the extent permitted by applicable law.
7.5 Set-Off.  Neither party shall have the right to set off, deduct, or net any amounts owed under the Agreement against amounts owed by the other party under any other agreement, arrangement, or transaction between the parties or their respective affiliates, except as expressly agreed in writing by both parties. This restriction on set-off shall not limit either party's rights or remedies under the Agreement with respect to indemnification obligations, warranty claims, or other rights expressly provided for in the Agreement.
Section 8: Fee Forfeiture and Refund Provisions
8.1 Termination for Convenience — Fee Forfeiture
This Section 8.1 is intended to be read in conjunction with, and is subject to, Section 9.1 of the Agreement (Termination for Convenience).
If Licensee terminates the Agreement for convenience prior to the twenty-four (24) month anniversary of the Effective Date (i.e., prior to June 21, 2024), Licensee shall forfeit all prepaid fees, including without limitation:
(a) the Upfront License Fee of Eight Million Dollars ($8,000,000);
(b) all Annual Maintenance Fees paid as of the date of termination; and
(c) all Integration Services Fee milestone payments made as of the date of termination.
No refund, credit, reimbursement, or other payment of any kind shall be due to Licensee from Licensor in connection with such early termination for convenience. All forfeited fees shall be deemed fully earned by Licensor as of the date of termination, and Licensor shall have no obligation to return, credit, or apply such fees against any future obligation.
If termination for convenience by Licensee occurs on or after the twenty-four (24) month anniversary of the Effective Date, the forfeiture provision set forth in this Section 8.1 shall not apply, and the parties' respective rights to any refund, credit, or reimbursement shall be governed by the remaining provisions of the Agreement. In such event, the Upfront License Fee shall be deemed fully earned by Licensor and no refund or credit of the Upfront License Fee shall be due. With respect to other prepaid fees, Licensee shall not forfeit prepaid fees to the extent such fees relate to services or periods not yet rendered or commenced as of the effective date of termination, and Licensor shall refund to Licensee any such fees in accordance with the terms of the Agreement.
8.2 Termination for Cause — Licensor
If Licensor terminates the Agreement for cause due to Licensee's material breach (after delivery of written notice of breach and expiration of the applicable cure period as set forth in the Agreement without cure), all prepaid fees shall be deemed fully earned by Licensor and shall be non-refundable. In addition, Licensee shall remain liable for all accrued but unpaid fees as of the effective date of termination, including without limitation any unpaid Annual Maintenance Fees for the then-current Maintenance Year, any unpaid Integration Services Fee milestone payments for milestones accepted (or deemed accepted) prior to termination, and any unpaid Per-Unit Royalties for units manufactured and shipped prior to the effective date of termination. Such accrued but unpaid amounts shall become immediately due and payable upon the effective date of termination.
8.3 Termination for Cause — Licensee
If Licensee terminates the Agreement for cause due to Licensor's material breach (after delivery of written notice of breach and expiration of the applicable cure period as set forth in the Agreement without cure), Licensor shall refund to Licensee the following amounts:
(a) Pro Rata Upfront License Fee Refund. A pro rata portion of the Upfront License Fee based on the unused portion of the Term remaining as of the effective date of termination. The pro rata refund shall be calculated as follows: $8,000,000 × (number of full months remaining in the Term from the effective date of termination ÷ 60 months). For purposes of this calculation, the Term is deemed to be sixty (60) months.
(b) Unearned Integration Services Fee Refund. All accrued but unearned Integration Services Fee milestone payments — that is, milestone payments that have been paid by Licensee for milestone deliverables that were accepted by Licensee but for which the corresponding integration work was not completed or was rendered defective due to Licensor's breach, as well as milestone payments paid for milestones not yet accepted or deemed accepted as of the effective date of termination.
Any refund due to Licensee under this Section 8.3 shall be paid by Licensor within sixty (60) days of the effective date of termination, by wire transfer of immediately available funds to a bank account designated by Licensee in writing.
8.4 Expiration.  Upon expiration of the Agreement at the end of the five (5) year Term (June 20, 2027), no refund, credit, or reimbursement of any prepaid fees shall be due to either party. All fees paid through the expiration date shall be deemed fully earned by Licensor.
Section 9: Summary Fee Table
The following table provides a consolidated summary of all fee components, amounts, payment timing, and applicable notes for ease of reference. In the event of any conflict between this summary table and the detailed provisions set forth in Sections 1 through 8 of this Exhibit B, the detailed provisions shall control.
Table 9-1: Consolidated Fee Summary
Section 10: Amendments to This Exhibit
This Exhibit B may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Licensor and Licensee. No oral agreement, course of dealing, or trade usage shall operate to amend or modify the terms of this Exhibit B. Any purported amendment that is not in writing and signed by both parties shall be void and of no force or effect.
In the event of any conflict or inconsistency between the terms of this Exhibit B and the body of the Agreement, the terms of the Agreement shall control and take precedence, except to the extent the Agreement expressly provides that a particular term of this Exhibit B shall control with respect to a specific subject matter.
[Signature Page Follows]
SIGNATURE AND CROSS-REFERENCE BLOCK
This Exhibit B is incorporated into and forms a part of the Master Embedded Software License and Services Agreement, dated as of June 21, 2022, by and between Meridian Code Technologies, Inc. and Vantage Mobility Systems Corp. By executing this Exhibit B below, the parties acknowledge and agree to the fees, payment milestones, invoicing procedures, and related payment terms set forth herein.
IN WITNESS WHEREOF, the parties have caused this Exhibit B to be executed by their respective duly authorized representatives as of the date set forth below.
MERIDIAN CODE TECHNOLOGIES, INC.
By: ________
Name: Jeffrey N. Castellano
Title: Chief Executive Officer
Date: June 21, 2022
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Thomas R. Keating
Title: Chief Executive Officer
Date: June 21, 2022
Fee Component | Amount
Upfront License Fee | $8,000,000
Annual Maintenance and Support Fees (Years 1–2) | $4,800,000 ($2,400,000 × 2)
Integration Services Fee | $3,200,000
Per-Unit Runtime Royalties (Aggregate Cap) | $4,000,000
Total Deal Value | $20,000,000
Maintenance Year | Period Covered | Invoice Date | Payment Due Date
Year 1 | June 21, 2022 – June 20, 2023 | Effective Date (June 21, 2022) | July 15, 2022
Year 2 | June 21, 2023 – June 20, 2024 | July 1, 2023 | Thirty (30) days after invoice date
Year 3 | June 21, 2024 – June 20, 2025 | July 1, 2024 | Thirty (30) days after invoice date
Year 4 | June 21, 2025 – June 20, 2026 | July 1, 2025 | Thirty (30) days after invoice date
Year 5 | June 21, 2026 – June 20, 2027 | July 1, 2026 | Thirty (30) days after invoice date
Milestone | Description | Payment Amount | Payment Trigger
Milestone 1 | Requirements Specification and Platform Architecture Review — Approval of requirements specification documentation for all designated vehicle platform configurations (Argonaut-A through Argonaut-E), including hardware interface specifications, software dependency mapping, and system architecture diagrams | $640,000 | Within thirty (30) days after Licensee's written acceptance of Milestone 1 deliverables
Milestone 2 | Source-Code Customization — Delivery of customized ATLAS-RT source code packages for each designated platform configuration, including platform-specific driver modules, board support packages, and configuration files | $640,000 | Within thirty (30) days after Licensee's written acceptance of Milestone 2 deliverables
Milestone 3 | Alpha Integration Testing — Successful completion of alpha-level integration testing on at least two (2) designated platform configurations, with documented test results meeting the acceptance criteria specified in SOW-1, including minimum pass rates and defect severity thresholds | $640,000 | Within thirty (30) days after Licensee's written acceptance of Milestone 3 deliverables
Milestone 4 | Beta Integration and Validation — Successful completion of beta-level integration and functional validation testing across all five (5) designated platform configurations (Argonaut-A through Argonaut-E), with documented pass rates meeting the acceptance criteria specified in SOW-1 and no unresolved Severity 1 or Severity 2 defects | $640,000 | Within thirty (30) days after Licensee's written acceptance of Milestone 4 deliverables
Milestone 5 | Final Integration Certification and Production Release — Delivery of production-ready integration packages for all designated platform configurations, final certification documentation (including regulatory and compliance certifications as applicable), and formal handoff of all integration deliverables, source code, build scripts, and associated documentation | $640,000 | Within thirty (30) days after Licensee's written acceptance of Milestone 5 deliverables
Total | $3,200,000
Fee Component | Total Amount | Payment Timing | Notes
Upfront License Fee | $8,000,000 | Due on Effective Date (June 21, 2022) | Non-refundable; subject to Section 9.1 forfeiture provisions and Section 8 of this Exhibit B
Annual Maintenance & Support (Year 1) | $2,400,000 | Due July 15, 2022 | Covers June 21, 2022 – June 20, 2023
Annual Maintenance & Support (Year 2) | $2,400,000 | Invoiced July 1, 2023; due 30 days after invoice | Covers June 21, 2023 – June 20, 2024
Annual Maintenance & Support (Year 3) | $2,400,000 | Invoiced July 1, 2024; due 30 days after invoice | Covers June 21, 2024 – June 20, 2025
Annual Maintenance & Support (Year 4) | $2,400,000 | Invoiced July 1, 2025; due 30 days after invoice | Covers June 21, 2025 – June 20, 2026
Annual Maintenance & Support (Year 5) | $2,400,000 | Invoiced July 1, 2026; due 30 days after invoice | Covers June 21, 2026 – June 20, 2027
Integration Services — Milestone 1 | $640,000 | 30 days after written acceptance | Requirements specification and platform architecture review
Integration Services — Milestone 2 | $640,000 | 30 days after written acceptance | Source-code customization
Integration Services — Milestone 3 | $640,000 | 30 days after written acceptance | Alpha integration testing
Integration Services — Milestone 4 | $640,000 | 30 days after written acceptance | Beta integration and validation
Integration Services — Milestone 5 | $640,000 | 30 days after written acceptance | Final certification and production release
Per-Unit Runtime Royalties | $80.00/unit; $4,000,000 aggregate cap | 45 days after end of each calendar quarter | Up to 50,000 units over the 5-year Term; quarterly reporting required

EXHIBIT B

SIGNATURE AND CROSS-REFERENCE BLOCK

MERIDIAN CODE TECHNOLOGIES, INC.

VANTAGE MOBILITY SYSTEMS CORP.

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