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EXHIBIT C

DERIVATIVE WORKS OWNERSHIP AND LICENSE-BACK TERMS

Exhibit C to the Master Embedded Software License and Services Agreement ("MESLSA")

Dated as of June 21, 2022

Parties:

Vantage Mobility Systems Corp., a Delaware corporation ("Licensee" or "VMS"), with its principal place of business and headquarters at 4100 Industrial Parkway, Sterling Heights, MI 48312;

and

Meridian Code Technologies, Inc., a California corporation ("Licensor" or "MeridianCode" or "MCT"), with its principal place of business and headquarters at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054.

PREAMBLE

This Exhibit C is attached to and incorporated by reference into the Master Embedded Software License and Services Agreement dated June 21, 2022 (the "MESLSA"), by and between Licensee and Licensor. This Exhibit C governs all Derivative Works (as defined herein) created in connection with the integration of the Licensed Software — specifically, the ATLAS-RT™ embedded real-time operating system, Version 4.2, and subsequent minor updates thereto — into Licensee's vehicle platform configurations under the program designated "Project Argonaut."

The parties acknowledge that the integration of the Licensed Software into Licensee's vehicle platform configurations will, by its nature, require the creation of modifications, adaptations, extensions, and other works that incorporate, are based upon, or are derived from portions of the Licensed Software. The parties further acknowledge the importance of establishing clear, comprehensive terms governing the ownership of, and rights in, such Derivative Works, and of providing Licensor with appropriate rights to benefit from improvements and innovations arising from Licensee's integration activities. This Exhibit C sets forth those terms.

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

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SECTION 1: DEFINITIONS

1.1 "Derivative Work." For purposes of this Exhibit C and the MESLSA, "Derivative Work" means any modification, adaptation, extension, enhancement, translation, abridgement, condensation, or other form in which the Licensed Software (ATLAS-RT™ RTOS, Version 4.2, and subsequent minor updates thereto, including Version 4.2.3) may be recast, transformed, or adapted. The term includes, without limitation, any work that incorporates, is based upon, or is derived from any portion of the Licensed Software source code, object code, application programming interfaces ("APIs"), data structures, algorithms, or other proprietary components, and that would constitute a "derivative work" within the meaning of Section 101 of the United States Copyright Act, 17 U.S.C. § 101.

For the avoidance of doubt, Derivative Works include, without limitation, the following categories of works when they interact with, extend, or modify the functional behavior of the Licensed Software beyond the mere use of the Licensed Software's published APIs in their unmodified form:

(a) software modules developed to add, modify, or replace functionality within the Licensed Software kernel or any of its subsystems;

(b) device drivers that extend or modify the Licensed Software's hardware abstraction layer or input/output subsystems;

(c) middleware layers developed to bridge the Licensed Software with Licensee's proprietary application software or third-party components;

(d) interface code that modifies, wraps, or extends the Licensed Software's published APIs or internal interfaces;

(e) configuration files, scripts, or build-system modifications that alter the compilation, linking, or runtime behavior of the Licensed Software in a manner that constitutes a transformation of the Licensed Software; and

(f) any other work product that, under applicable copyright law, would be considered a derivative work of the Licensed Software.

Notwithstanding the foregoing, "Derivative Work" does not include:

(i) Licensee's independently developed software that interacts with the Licensed Software solely through published, unmodified APIs without incorporating any Licensed Software source code, object code, data structures, or algorithms (such independently developed software being referred to herein as "Independent Works"); or

(ii) Licensee's pre-existing proprietary software that is merely compiled or linked with the Licensed Software without modification of the Licensed Software, provided that such compilation or linking does not result in the incorporation of Licensed Software source code into Licensee's pre-existing proprietary software in a manner that would constitute a derivative work under 17 U.S.C. § 101.

1.2 "Licensee-Created Derivative Work." "Licensee-Created Derivative Work" means any Derivative Work created by Licensee's employees, contractors, subcontractors, or agents during the Term of the MESLSA in connection with the integration of the Licensed Software into Licensee's designated vehicle platform configurations (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E, as applicable) under Project Argonaut. The term "Licensee-Created Derivative Work" encompasses all such works regardless of whether they were created at Licensee's facilities, at a contractor's facilities, or remotely, and regardless of the medium in which they are fixed, provided they meet the definition of "Derivative Work" set forth in Section 1.1 above.

1.3 "Joint IP." "Joint IP" means, collectively, all Licensee-Created Derivative Works that incorporate or are derived from any portion of the Licensed Software source code, as distinguished from Licensee's independently developed works (as described in Section 1.1(i) above) and Licensee's pre-existing proprietary materials (as described in Section 2.3 below). Joint IP is subject to the joint ownership provisions of Section 2.1 and the License-Back provisions of Section 3 of this Exhibit C.

1.4 "Licensed Software." "Licensed Software" has the meaning set forth in the MESLSA and Exhibit A thereto and refers to the ATLAS-RT™ embedded real-time operating system, Version 4.2, together with all subsequent minor updates provided by Licensor to Licensee during the Term, including, without limitation, Version 4.2.1, Version 4.2.2, and Version 4.2.3. For the avoidance of doubt, "Licensed Software" does not include any major version releases (e.g., Version 5.0 or later) unless such major version releases are expressly incorporated into the MESLSA by written amendment.

1.5 "Integration Period." "Integration Period" means the period during which Licensee is actively performing integration of the Licensed Software under Statement of Work No. 1 ("SOW-1") and any subsequent Statements of Work executed by the parties pursuant to the MESLSA. The Integration Period includes any periods of Dormancy Status under Section 9.4 of the MESLSA during which Derivative Works created prior to dormancy continue to exist and are subject to the provisions of this Exhibit C. For the avoidance of doubt, the Integration Period commences upon Licensee's receipt of the Licensed Software source code deliverables under SOW-1, Milestone 1, and continues until the earlier of (a) the completion of all integration activities under all applicable Statements of Work or (b) the expiration or termination of the MESLSA.

1.6 "License-Back." "License-Back" means the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license granted by Licensee to Licensor with respect to Licensee-Created Derivative Works, as set forth in Section 3 of this Exhibit C. The License-Back is a material consideration for Licensor's agreement to enter into the MESLSA and to grant Licensee access to the Licensed Software source code for integration purposes.

SECTION 2: OWNERSHIP OF DERIVATIVE WORKS

2.1 Joint Ownership. In accordance with, and as further elaboration of, Section 7.2 of the MESLSA, all Licensee-Created Derivative Works shall be jointly owned by Licensee and Licensor. Each party shall have an undivided interest in all Licensee-Created Derivative Works, and each party shall be deemed a co-owner of the copyright and all other intellectual property rights in and to each Licensee-Created Derivative Work. Neither party shall be required to account to the other party for any profits, revenues, royalties, or other financial benefits derived from the exploitation, licensing, sublicensing, distribution, or other use of any Licensee-Created Derivative Work, except as expressly modified by the License-Back provisions set forth in Section 3 below and except to the extent required by applicable law.

The joint ownership established under this Section 2.1 is intended to be consistent with the principles of joint authorship and joint ownership under the United States Copyright Act, 17 U.S.C. § 101 et seq., as modified by the express terms of this Exhibit C. To the extent that applicable law would impose a duty to account between joint owners, the parties hereby expressly waive any such duty to the fullest extent permitted by law, subject to the specific obligations set forth in Sections 3 and 4 of this Exhibit C.

2.2 Licensor's Underlying IP. Nothing in this Exhibit C, the MESLSA, or any Statement of Work shall be construed to transfer, diminish, limit, or otherwise affect Licensor's sole and exclusive ownership of the Licensed Software (ATLAS-RT™ RTOS, Version 4.2, and subsequent minor updates), including all pre-existing intellectual property, trade secrets, patents (whether issued or pending), copyrights, moral rights, mask work rights, and proprietary rights therein. Licensor retains all right, title, and interest in and to the Licensed Software as it exists prior to, and independent of, any modifications, adaptations, extensions, or other changes made by Licensee. The joint ownership provisions of Section 2.1 apply solely to the Licensee-Created Derivative Works themselves and do not create any ownership interest on the part of Licensee in the underlying Licensed Software.

Without limiting the generality of the foregoing, Licensor's ownership of the Licensed Software includes, without limitation, ownership of all:

(a) source code, object code, and executable code of the Licensed Software;

(b) algorithms, data structures, protocols, and architectures embodied in the Licensed Software;

(c) technical documentation, specifications, design documents, and other written materials associated with the Licensed Software;

(d) patents and patent applications covering inventions embodied in or practiced by the Licensed Software;

(e) copyrights in the Licensed Software and associated documentation;

(f) trade secrets and confidential information embodied in or relating to the Licensed Software; and

(g) trademarks, service marks, and trade names associated with the Licensed Software, including the ATLAS-RT™ mark.

2.3 Licensee's Pre-Existing IP. Licensee retains all right, title, and interest in and to Licensee's pre-existing proprietary software, tools, methodologies, know-how, trade secrets, and other intellectual property that are incorporated into or used in connection with the creation of Derivative Works, to the extent that such pre-existing materials do not incorporate Licensed Software source code, object code, data structures, or algorithms. The joint ownership established under Section 2.1 applies only to the Licensee-Created Derivative Work itself — that is, the specific work product that constitutes a derivative of the Licensed Software — and does not extend to, and shall not be construed as creating any ownership interest on the part of Licensor in, Licensee's pre-existing proprietary materials.

For the avoidance of doubt, where a Licensee-Created Derivative Work incorporates both (i) elements derived from the Licensed Software and (ii) elements derived from Licensee's pre-existing proprietary materials, the joint ownership under Section 2.1 shall attach to the Licensee-Created Derivative Work as a whole, but Licensee shall retain sole and exclusive ownership of the pre-existing proprietary materials in their original, unmodified form. Licensor's rights under the License-Back (Section 3) shall extend to the Licensee-Created Derivative Work as a whole, including any pre-existing Licensee materials incorporated therein, but shall not extend to Licensee's pre-existing proprietary materials in their original, standalone form.

2.4 No Implied Licenses. Except as expressly provided in this Exhibit C and the MESLSA, no license, immunity, right, or other interest is granted by either party to the other party, by implication, estoppel, exhaustion, or otherwise, under any patent, copyright, trade secret, trademark, or other intellectual property right of either party. Each party reserves all rights not expressly granted herein. The execution of this Exhibit C and the MESLSA shall not be construed as a waiver of either party's right to assert claims of infringement against third parties who are not authorized users under the MESLSA.

SECTION 3: LICENSE-BACK TO LICENSOR

3.1 Grant of License-Back. Licensee hereby grants to Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license (the "License-Back") to use, reproduce, modify, adapt, translate, distribute (in source code and object code form), publicly display, publicly perform, sublicense (through multiple tiers), and create further derivative works from all Licensee-Created Derivative Works. This License-Back is granted as of the date of creation of each Licensee-Created Derivative Work and shall attach automatically to each such work upon its creation without the need for any further action by either party.

The License-Back granted under this Section 3.1 shall survive any expiration or termination of the MESLSA, including, without limitation:

(a) termination for convenience by either party under Section 9.1 of the MESLSA;

(b) termination for cause by either party under Section 9.2 of the MESLSA;

(d) termination following Dormancy Status under Section 9.4 of the MESLSA;

(e) expiration of the initial five (5)-year Term of the MESLSA on June 20, 2027; and

(f) any other expiration, termination, or cessation of the MESLSA, regardless of cause.

3.2 Scope of License-Back. The License-Back encompasses all fields of use, all industries, all applications, and all territories worldwide, without limitation. Licensor may, without restriction and without compensation to Licensee:

(a) incorporate Licensee-Created Derivative Works, in whole or in part, into future versions, releases, or updates of ATLAS-RT™, including major version releases (e.g., ATLAS-RT™ Version 5.0 or later);

(b) incorporate Licensee-Created Derivative Works, in whole or in part, into other Licensor products, services, or offerings, whether existing or developed in the future;

(c) license, sublicense, or distribute Licensee-Created Derivative Works, or works incorporating Licensee-Created Derivative Works, to third parties on any terms and conditions Licensor deems appropriate, including on a commercial, fee-bearing basis;

(d) create further modifications, adaptations, extensions, enhancements, and derivative works based on Licensee-Created Derivative Works; and

(e) exercise any and all other rights of a copyright owner and intellectual property holder with respect to Licensee-Created Derivative Works, as permitted by applicable law.

The parties acknowledge that the broad scope of the License-Back is a material inducement for Licensor's agreement to grant Licensee access to the Licensed Software source code for integration purposes and to agree to the joint ownership provisions of Section 2.1.

3.3 No Exclusivity. The License-Back is non-exclusive. Licensee retains the right to use, modify, adapt, and exploit all Licensee-Created Derivative Works independently and without restriction, subject only to: (a) the scope limitations of the license grant in the MESLSA (including territorial, term, and platform restrictions applicable to Licensee's use of the Licensed Software and Derivative Works during the Term); and (b) Licensee's obligations under Section 5 of this Exhibit C. For the avoidance of doubt, following the expiration or termination of the MESLSA, Licensee's rights to continue using Licensee-Created Derivative Works shall be governed by Section 7 of this Exhibit C and the applicable post-termination provisions of the MESLSA.

3.4 Survival. The License-Back granted under this Section 3 is perpetual and irrevocable. It shall survive any expiration, termination, dormancy, reactivation, assignment, Change of Control, or other cessation or modification of the MESLSA, regardless of the cause, circumstances, or manner of such cessation or modification. The parties intend that the License-Back shall endure in perpetuity and shall not be subject to revocation, rescission, or limitation by either party except by a written instrument signed by both parties expressly amending or terminating this Section 3.

SECTION 4: IDENTIFICATION, DOCUMENTATION, AND DISCLOSURE OF DERIVATIVE WORKS

4.1 Identification and Designation. Licensee shall assign a unique alphanumeric designation to each Licensee-Created Derivative Work promptly upon its creation (and in no event later than ten (10) business days after the date of creation). The designation scheme shall follow a sequential format beginning with "DW-001" and continuing numerically (e.g., DW-002, DW-003, DW-004, and so forth). Each designation shall be logged in the Derivative Works Register, the form of which is attached hereto as Appendix C-1 (the "DW Register").

The DW Register shall be maintained by Licensee's Director of Software Integration Engineering — initially, Lena Petrova — or her designee. The DW Register shall be maintained in electronic format and shall be made available to Licensor upon reasonable request, subject to the disclosure provisions of Section 4.3 below.

4.2 Documentation Requirements. For each Licensee-Created Derivative Work, Licensee shall create and maintain complete and accurate documentation that includes the following information:

(a) Designation Identifier: The unique alphanumeric designation assigned pursuant to Section 4.1 (e.g., DW-001).

(b) Description: A clear and reasonably detailed description of the Derivative Work's function, purpose, and technical characteristics, sufficient to enable a person of ordinary skill in the relevant art to understand the nature and scope of the Derivative Work.

(c) Licensed Software Components: Identification of the specific Licensed Software components — including source code files, modules, libraries, APIs, data structures, and algorithms — from which the Derivative Work is derived, which it modifies, or which it incorporates. Such identification shall include file names, module names, and version numbers where applicable.

(d) Licensee Pre-Existing IP: Identification of any Licensee pre-existing proprietary materials (software, tools, libraries, methodologies, or other intellectual property) that are incorporated into or used in the creation of the Derivative Work, together with a brief description of the nature and scope of such incorporation.

(e) Approximate Lines of Code (LOC): The approximate number of lines of source code comprising the Derivative Work, measured using a consistent methodology (e.g., non-comment, non-blank lines of code).

(f) Authors/Contributors: The names, job titles or roles, and employer/contractor status of all individuals who authored or contributed to the creation of the Derivative Work.

(g) Dates: The date of initial creation and the date of the most recent modification of the Derivative Work.

(h) Vehicle Platform Configuration(s): Identification of the specific vehicle platform configuration(s) — Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and/or Argonaut-E — for which the Derivative Work was created or to which it applies.

(i) Associated SOW Milestone: The milestone under Statement of Work No. 1 (Milestone 1, Milestone 2, Milestone 3, Milestone 4, or Milestone 5) during or for which the Derivative Work was created, or, if the Derivative Work was created under a subsequent Statement of Work, the applicable milestone under such subsequent Statement of Work.

All documentation required under this Section 4.2 shall be maintained by Licensee for the duration of the Term and for a period of five (5) years following the expiration or termination of the MESLSA, or for such longer period as may be required by applicable law.

4.3 Disclosure to Licensor. Licensee shall disclose each Licensee-Created Derivative Work to Licensor's designated representative — initially, Diana Cho, Director, Enterprise License Management, Meridian Code Technologies, Inc. (or her successor or designee, as notified to Licensee in writing) — no later than thirty (30) days after the completion of the milestone under Statement of Work No. 1 during which such Derivative Work was created or, if the Derivative Work was created outside the scope of a specific milestone, no later than thirty (30) days after the end of the calendar quarter in which such Derivative Work was created.

Disclosure shall include delivery of the complete documentation described in Section 4.2 above. In addition, upon Licensor's reasonable written request (which shall be made no more frequently than once per calendar quarter, except in connection with an audit under Section 11.3 of the MESLSA), Licensee shall provide Licensor with access to the source code of the Derivative Work in a standard source-code repository format (e.g., Git, Subversion, or a comparable version control system), together with any build scripts, configuration files, and documentation necessary for Licensor to compile and test the Derivative Work.

4.4 Quarterly Derivative Works Report. Licensee shall provide Licensor with a quarterly summary report (the "Quarterly Derivative Works Report," the form of which is attached hereto as Appendix C-2) listing all Licensee-Created Derivative Works created or modified during the preceding calendar quarter. Each Quarterly Derivative Works Report shall include the updated documentation required by Section 4.2, together with a summary of any changes or additions to previously reported Derivative Works.

Quarterly Derivative Works Reports shall be delivered to Licensor's designated representative within thirty (30) days following the end of each calendar quarter (i.e., on or before April 30, July 31, October 31, and January 31 of each year during the Term).

During any period of Dormancy Status under Section 9.4 of the MESLSA, the quarterly reporting obligation under this Section 4.4 shall be suspended, provided that Licensee delivers a cumulative Derivative Works Report (covering the entire period from the last Quarterly Derivative Works Report delivered prior to dormancy through the date of reactivation) within thirty (30) days of reactivation from dormancy.

4.5 Source Code Escrow. The parties may, at any time during the Term, mutually agree to deposit source code for some or all Licensee-Created Derivative Works with a mutually acceptable third-party escrow agent. The terms and conditions of any such escrow arrangement — including the selection of the escrow agent, the escrow fees (and allocation thereof between the parties), the deposit schedule, and the release conditions — shall be set forth in a separate escrow agreement to be negotiated and executed by the parties in good faith. Neither party shall be obligated to enter into a source code escrow arrangement absent mutual written agreement.

SECTION 5: RESTRICTIONS ON DERIVATIVE WORKS

5.1 Licensee Restrictions. Licensee acknowledges and agrees that its rights with respect to Licensee-Created Derivative Works are subject to the following restrictions:

(a) Scope of Use. Licensee shall not use, distribute, sublicense, or otherwise exploit any Licensee-Created Derivative Work outside the scope of the license grant set forth in the MESLSA. During the Term, Licensee's use of Licensee-Created Derivative Works is limited to integration into the designated vehicle platform configurations (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E) under Project Argonaut, on a worldwide basis, as specified in the MESLSA and the applicable Statements of Work. Any use of Licensee-Created Derivative Works outside the scope of Project Argonaut — including, without limitation, use in vehicle platforms not designated under the MESLSA — shall require Licensor's prior written consent.

(b) Assignment. Licensee shall not assign, transfer, or convey its ownership interest in any Licensee-Created Derivative Work, whether in whole or in part, to any third party without Licensor's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. This restriction is consistent with, and supplements, Section 12.6 of the MESLSA regarding Change of Control and assignment. For the avoidance of doubt, a Change of Control of Licensee (as defined in the MESLSA) shall not, by itself, constitute an assignment of Licensee's ownership interest in Licensee-Created Derivative Works, but shall be subject to the provisions of Section 12.6 of the MESLSA.

(c) Copyright Notices and Attribution. Licensee shall not remove, alter, obscure, or fail to reproduce any copyright notices, proprietary legends, trademark notices, or attribution marks present in the Licensed Software source code that is incorporated into, referenced by, or forms the basis of any Derivative Work. Licensee shall ensure that all copies of Licensee-Created Derivative Works (whether in source code or object code form) include appropriate notices identifying both Licensor's ownership of the underlying Licensed Software and the joint ownership of the Derivative Work.

(d) Open Source. Licensee shall not incorporate, combine, or link any Licensee-Created Derivative Work with any open-source software in a manner that would subject the Licensed Software, any Licensee-Created Derivative Work, or any portion thereof to the terms of any open-source license that would require disclosure, distribution, or licensing of the Licensed Software source code (including, without limitation, the GNU General Public License, the GNU Lesser General Public License, or any similar copyleft license), without Licensor's prior written consent.

5.2 Licensor Restrictions. Licensor acknowledges and agrees that its rights with respect to Licensee-Created Derivative Works under the License-Back are subject to the following:

(a) No Reciprocal Obligation. Licensor's use of Licensee-Created Derivative Works under the License-Back shall not create any obligation on the part of Licensor to provide Licensee with access to, licenses under, or copies of any further modifications, derivative works, enhancements, or other works that Licensor creates based on or derived from the Licensee-Created Derivative Works. The parties expressly disclaim any "grant-back" or "improvement-sharing" obligation on the part of Licensor, except as may be expressly agreed in a separate written agreement.

(b) Confidentiality of Licensee Trade Secrets. Licensor shall use commercially reasonable efforts to preserve the confidentiality of any Licensee trade secrets or proprietary business logic embedded in Licensee-Created Derivative Works that are disclosed to Licensor pursuant to Section 4 of this Exhibit C. Licensor's obligations under this Section 5.2(b) are subject to, and qualified by, Licensor's right to sublicense and distribute Licensee-Created Derivative Works under Section 3.2. Licensor shall not be deemed to have breached this Section 5.2(b) if Licensor incorporates Licensee trade secrets or proprietary business logic into Licensor products in a manner that does not disclose such trade secrets or proprietary business logic in source code form to third parties. The parties acknowledge that Licensor's right to distribute Licensee-Created Derivative Works in object code form, as incorporated into Licensor products, is consistent with the confidentiality obligations of this Section 5.2(b).

SECTION 6: REPRESENTATIONS AND WARRANTIES REGARDING DERIVATIVE WORKS

6.1 Licensee Representations and Warranties. Licensee represents and warrants to Licensor as follows:

(a) Originality. All Licensee-Created Derivative Works are, and shall be, original works of authorship created by Licensee's employees, contractors, or agents acting within the scope of their employment or engagement by Licensee, and Licensee has obtained, or shall obtain prior to the creation of each Derivative Work, all necessary rights and authorizations to create such Derivative Work.

(b) Non-Infringement. No Licensee-Created Derivative Work infringes, misappropriates, or otherwise violates the intellectual property rights, trade secret rights, contractual rights, or any other rights of any third party. Licensee has conducted, or shall conduct, reasonable due diligence to ensure that no Licensee-Created Derivative Work incorporates third-party intellectual property for which Licensee does not hold adequate rights.

(c) IP Assignments. All employees, contractors, subcontractors, and agents who author or contribute to Licensee-Created Derivative Works have executed, or shall execute prior to commencing work, appropriate employment agreements, contractor agreements, or work-for-hire agreements that (i) assign all right, title, and interest in their work product (including Derivative Works) to Licensee; (ii) include appropriate intellectual property assignment provisions; and (iii) are enforceable under applicable law. Licensee shall, upon Licensor's reasonable request, provide Licensor with written confirmation that such agreements are in place for all contributors to a specified Licensee-Created Derivative Work.

(d) Authority. Licensee has the full right, power, and authority to grant the License-Back set forth in Section 3 and to enter into the joint ownership arrangements set forth in Section 2.1, and the execution and performance of this Exhibit C does not conflict with or violate any agreement, obligation, or restriction to which Licensee is a party or by which Licensee is bound.

6.2 Licensor Representations and Warranties. Licensor represents and warrants to Licensee as follows:

(a) Non-Infringement of Licensed Software. The Licensed Software, as provided to Licensee under the MESLSA and Exhibit A, does not, to the best of Licensor's knowledge, infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. This representation is subject to the limitations and qualifications set forth in Section 8.1 of the MESLSA.

(b) Authority. Licensor has the full right, power, and authority to enter into the joint ownership and License-Back arrangements set forth in this Exhibit C, and the execution and performance of this Exhibit C does not conflict with or violate any agreement, obligation, or restriction to which Licensor is a party or by which Licensor is bound. Licensor is the sole and exclusive owner of the Licensed Software and has not granted any rights in the Licensed Software that would conflict with or impair the rights granted to Licensee under the MESLSA or this Exhibit C.

SECTION 7: EFFECT OF TERMINATION, EXPIRATION, AND DORMANCY ON DERIVATIVE WORKS

7.1 Termination or Expiration of MESLSA. Upon termination or expiration of the MESLSA — whether upon expiration of the initial five (5)-year Term on June 20, 2027, termination for convenience by either party under Section 9.1 of the MESLSA, termination for cause under Section 9.2 of the MESLSA, termination following a Change of Control under Section 12.6 of the MESLSA, or otherwise — the following provisions shall apply with respect to Licensee-Created Derivative Works:

(a) Continuation of Joint Ownership. Joint ownership of all Licensee-Created Derivative Works, as established under Section 2.1 of this Exhibit C, shall continue in perpetuity and shall not be affected, altered, diminished, or terminated by the termination or expiration of the MESLSA. Each party shall retain its undivided ownership interest in all Licensee-Created Derivative Works notwithstanding the termination or expiration of the MESLSA.

(b) Survival of License-Back. The License-Back granted to Licensor under Section 3 of this Exhibit C shall survive in perpetuity and shall remain in full force and effect following the termination or expiration of the MESLSA, in accordance with Section 3.4.

(c) Licensee's Post-Termination Rights. Licensee's right to continue using, modifying, and exploiting Licensee-Created Derivative Works following the termination or expiration of the MESLSA shall be determined by, and limited to, those rights that survive termination or expiration under the applicable provisions of the MESLSA, as supplemented by Licensee's joint ownership interest under Section 2.1 of this Exhibit C. To the extent that Licensee's post-termination use of Licensee-Created Derivative Works requires the continued use of the Licensed Software (e.g., because the Derivative Work cannot function independently of the Licensed Software), such use shall be subject to the post-termination wind-down provisions of the MESLSA, including any transition period granted under Section 9.3 of the MESLSA.

(d) Final Derivative Works Report. Licensee shall, within sixty (60) days of the effective date of termination or expiration of the MESLSA, deliver to Licensor a final, complete Derivative Works Report (in the form of Appendix C-2) listing all Licensee-Created Derivative Works in existence as of the date of termination or expiration, together with all documentation required by Section 4.2. In addition, Licensee shall provide Licensor with access to the source code for all Licensee-Created Derivative Works in a standard source-code repository format, together with all build scripts, configuration files, and technical documentation necessary for Licensor to compile, test, and utilize the Derivative Works.

7.2 Dormancy Status. During any period of Dormancy Status under Section 9.4 of the MESLSA, the following provisions shall apply with respect to Licensee-Created Derivative Works:

(a) Continuation of Rights and Obligations. All rights and obligations under this Exhibit C shall remain in full force and effect during any period of Dormancy Status. The joint ownership provisions of Section 2.1, the License-Back provisions of Section 3, the restrictions of Section 5, and all other provisions of this Exhibit C shall continue to apply without interruption.

(b) Suspension of Quarterly Reporting. The quarterly reporting obligation under Section 4.4 shall be suspended during any period of Dormancy Status, provided that Licensee delivers a cumulative Derivative Works Report within thirty (30) days of reactivation from dormancy, as specified in Section 4.4.

(c) Licensor's License-Back Rights. Licensor's License-Back rights under Section 3 shall continue uninterrupted during any period of Dormancy Status. Licensor may continue to exercise all rights granted under the License-Back with respect to all Licensee-Created Derivative Works that existed as of the commencement of the dormancy period.

(d) Status of Existing Derivative Works. No new Derivative Works are expected to be created during Dormancy Status (as Licensee's integration activities are expected to be suspended during dormancy). However, any Licensee-Created Derivative Works created prior to the commencement of Dormancy Status — including, without limitation, DW-001, DW-002, DW-003, and any other Derivative Works designated in the DW Register prior to the dormancy commencement date — shall remain subject to all provisions of this Exhibit C, including the joint ownership provisions of Section 2.1 and the License-Back provisions of Section 3.

7.3 Fee Forfeiture. For the avoidance of doubt, any forfeiture of prepaid fees, license fees, service fees, or other amounts by Licensee under Section 9.1 of the MESLSA upon early termination for convenience (or under any other provision of the MESLSA requiring fee forfeiture) shall not affect the joint ownership or License-Back provisions of this Exhibit C. The intellectual property rights established under Sections 2 and 3 of this Exhibit C are independent of, and not contingent upon, the payment of fees or the forfeiture thereof. The parties acknowledge and agree that the joint ownership and License-Back arrangements set forth in this Exhibit C constitute independent consideration and are not subject to rescission, modification, or reversal based on the status of fee obligations under the MESLSA.

SECTION 8: DISPUTE RESOLUTION

8.1 Escalation. Any dispute, controversy, or claim arising out of or relating to this Exhibit C — including, without limitation, any dispute regarding (a) the classification of a particular work as a Derivative Work, (b) the scope of joint ownership under Section 2.1, (c) the scope or application of the License-Back under Section 3, (d) the adequacy or completeness of disclosure or documentation under Section 4, or (e) the applicability of any restriction under Section 5 — shall first be referred to the senior executives of the parties for good-faith resolution. The designated senior executives for purposes of this Section 8.1 are:

For Licensee: Dennis J. Whitfield, Chief Technology Officer, Vantage Mobility Systems Corp. (or his successor, as notified to Licensor in writing).

For Licensor: Gregory L. Fisk, Senior Vice President, Automotive & Mobility Licensing, Meridian Code Technologies, Inc. (or his successor, as notified to Licensee in writing).

The senior executives shall meet (in person or by videoconference) within fifteen (15) business days of the referral of a dispute and shall endeavor in good faith to resolve the dispute within thirty (30) days of such referral. All discussions and communications during the executive escalation process shall be treated as settlement negotiations and shall be subject to applicable rules of evidence regarding the inadmissibility of settlement discussions.

8.2 Arbitration. If a dispute under this Exhibit C is not resolved through the executive escalation process described in Section 8.1 within the thirty (30)-day period specified therein (or such longer period as the parties may mutually agree in writing), such dispute shall be finally resolved by binding arbitration in accordance with the dispute resolution provisions of the MESLSA. Specifically, arbitration shall be conducted under the rules of the Midwest Arbitration Institute, with the seat of arbitration in Detroit, Michigan. For disputes in which the amount in controversy exceeds One Million Dollars ($1,000,000), the arbitration shall be conducted before a panel of three (3) arbitrators. For disputes in which the amount in controversy is One Million Dollars ($1,000,000) or less, the arbitration shall be conducted before a single arbitrator. The arbitrator(s) shall have expertise in software licensing and intellectual property matters. The decision of the arbitrator(s) shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

8.3 Governing Law. This Exhibit C shall be governed by, and construed and enforced in accordance with, the laws of the State of Michigan, without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. This governing law provision is consistent with Section 12.1 of the MESLSA, and the parties agree that all disputes under this Exhibit C shall be subject to the same governing law as disputes under the MESLSA.

SECTION 9: MISCELLANEOUS

9.1 Entire Agreement. This Exhibit C, together with the MESLSA and all other Exhibits (including Exhibit A — Licensed Software Description and Delivery Terms, Exhibit B — Fee Schedule and Payment Terms, Exhibit D — Service Level Agreement, and Exhibit E — Acceptable Use Policy), Statements of Work (including Statement of Work No. 1 and any subsequent Statements of Work), and other attachments, schedules, and addenda thereto, constitutes the entire agreement between the parties with respect to the ownership, licensing, and management of Derivative Works created in connection with the MESLSA. This Exhibit C supersedes all prior and contemporaneous oral and written agreements, proposals, negotiations, representations, and communications between the parties relating to the subject matter hereof.

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

9.3 Severability. If any provision of this Exhibit C, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable to any extent, the remainder of this Exhibit C, and the application of such provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect to the fullest extent permitted by law. In the event that any provision is held to be unenforceable, the parties shall negotiate in good faith to replace the unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the unenforceable provision.

9.4 Counterparts. This Exhibit C may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Exhibit C by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.

9.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Exhibit C shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 12.4 of the MESLSA. For purposes of this Exhibit C, notices shall be addressed as follows:

If to Licensee:

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

If to Licensor:

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

Either party may change its address for notices by providing written notice to the other party in accordance with this Section 9.5 and Section 12.4 of the MESLSA.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Exhibit C to be executed by their duly authorized representatives as of the date first written above.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Thomas R. Keating

Title: Chief Executive Officer

Date: June 21, 2022

MERIDIAN CODE TECHNOLOGIES, INC.

By: ________

Name: Jeffrey N. Castellano

Title: Chief Executive Officer

Date: June 21, 2022

APPENDIX C-1

FORM OF DERIVATIVE WORKS REGISTER

This Appendix C-1 sets forth the required format for the Derivative Works Register to be maintained by Licensee's Director of Software Integration Engineering (or designee) in accordance with Section 4.1 and Section 4.2 of Exhibit C. All Licensee-Created Derivative Works shall be logged in a register substantially in the form set forth below.

Derivative Works Register — Project Argonaut

Maintained by: Lena Petrova, Director of Software Integration Engineering, Vantage Mobility Systems Corp. (or designee)

Last Updated: ____

Instructions for Completion:

1. Designation: Enter the unique alphanumeric identifier assigned to the Derivative Work in accordance with Section 4.1 of Exhibit C (sequential format: DW-001, DW-002, DW-003, etc.).

2. Description: Provide a clear and reasonably detailed description of the Derivative Work's function, purpose, and technical characteristics, sufficient to enable a person of ordinary skill in the relevant art to understand the nature and scope of the Derivative Work.

3. Licensed Software Components Modified: Identify all specific Licensed Software components — including source code file names, module names, API identifiers, and version numbers — from which the Derivative Work is derived, which it modifies, or which it incorporates.

4. Licensee Pre-Existing IP Incorporated: Identify any Licensee pre-existing proprietary materials (software, tools, libraries, methodologies, or other intellectual property) that are incorporated into the Derivative Work, together with a brief description of the nature and scope of such incorporation. If no Licensee pre-existing IP is incorporated, enter "None."

5. Approximate LOC: Enter the approximate number of non-comment, non-blank lines of source code comprising the Derivative Work.

6. Authors/Contributors: List the names, job titles or roles, and employer/contractor status (e.g., "VMS Employee," "Contractor — ABC Engineering, Inc.") of all individuals who authored or contributed to the creation of the Derivative Work.

7. Date Created: Enter the date on which the Derivative Work was first created or fixed in a tangible medium of expression.

8. Date Last Modified: Enter the date of the most recent modification to the Derivative Work. Update this field each time the Derivative Work is modified.

9. Platform Configuration: Indicate the vehicle platform configuration(s) — Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and/or Argonaut-E — for which the Derivative Work was created or to which it applies. If the Derivative Work applies to multiple configurations, list all applicable configurations.

10. Associated SOW Milestone: Indicate the milestone under Statement of Work No. 1 (Milestone 1 through Milestone 5) during or for which the Derivative Work was created. If the Derivative Work was created under a subsequent Statement of Work, indicate the applicable Statement of Work number and milestone.

11. Disclosure Date to Licensor: Enter the date on which the Derivative Work was disclosed to Licensor's designated representative in accordance with Section 4.3 of Exhibit C.

APPENDIX C-2

FORM OF QUARTERLY DERIVATIVE WORKS REPORT

This Appendix C-2 sets forth the required format for the Quarterly Derivative Works Report to be delivered by Licensee to Licensor in accordance with Section 4.4 of Exhibit C. Each Quarterly Derivative Works Report shall be substantially in the form set forth below.

QUARTERLY DERIVATIVE WORKS REPORT

Project Argonaut — MESLSA Exhibit C

Reporting Period: ____ through ____

Date of Report: _____

Prepared by: _____ (Licensee's Director of Software Integration Engineering or designee)

I. Summary. Total Number of Licensee-Created Derivative Works Created During Reporting Period: __

Total Number of Licensee-Created Derivative Works Modified During Reporting Period: __

Cumulative Total of All Licensee-Created Derivative Works (as of end of Reporting Period): __

II. New Derivative Works Created During Reporting Period

III. Derivative Works Modified During Reporting Period

IV. Cumulative Derivative Works Register Summary

Attach or incorporate by reference the current Derivative Works Register (Appendix C-1) as of the end of the Reporting Period.

V. Certification. I, the undersigned, in my capacity as Director of Software Integration Engineering (or designee) of Vantage Mobility Systems Corp., hereby certify that, to the best of my knowledge and belief after reasonable inquiry:

(a) This Quarterly Derivative Works Report is complete and accurate in all material respects;

(b) All Licensee-Created Derivative Works created or modified during the Reporting Period have been identified and documented in accordance with Section 4.2 of Exhibit C;

(c) All Licensee-Created Derivative Works created during the Reporting Period have been, or will be, disclosed to Licensor's designated representative in accordance with Section 4.3 of Exhibit C; and

(d) All Licensee-Created Derivative Works identified in this Report comply with the restrictions set forth in Section 5 of Exhibit C.

________________________________________

Name: ________

Title: Director of Software Integration Engineering (or designee)

Vantage Mobility Systems Corp.

Date: ________

VI. Delivery Instructions

This Quarterly Derivative Works Report shall be delivered to:

Diana Cho Director, Enterprise License Management Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054

Email: dcho@meridiancode.com

With a copy to:

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

Delivery shall be made via email (with confirmation of receipt) or via the secure document exchange portal designated by Licensor, within thirty (30) days following the end of the applicable calendar quarter, in accordance with Section 4.4 of Exhibit C.

[END OF EXHIBIT C AND APPENDICES]

Designation

DW-001

DW-002

DW-003

DW-004

DW-005

EXHIBIT C
DERIVATIVE WORKS OWNERSHIP AND LICENSE-BACK TERMS
Exhibit C to the Master Embedded Software License and Services Agreement ("MESLSA")
Dated as of June 21, 2022
Parties:
Vantage Mobility Systems Corp., a Delaware corporation ("Licensee" or "VMS"), with its principal place of business and headquarters at 4100 Industrial Parkway, Sterling Heights, MI 48312;
and
Meridian Code Technologies, Inc., a California corporation ("Licensor" or "MeridianCode" or "MCT"), with its principal place of business and headquarters at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054.
PREAMBLE
This Exhibit C is attached to and incorporated by reference into the Master Embedded Software License and Services Agreement dated June 21, 2022 (the "MESLSA"), by and between Licensee and Licensor. This Exhibit C governs all Derivative Works (as defined herein) created in connection with the integration of the Licensed Software — specifically, the ATLAS-RT™ embedded real-time operating system, Version 4.2, and subsequent minor updates thereto — into Licensee's vehicle platform configurations under the program designated "Project Argonaut."
The parties acknowledge that the integration of the Licensed Software into Licensee's vehicle platform configurations will, by its nature, require the creation of modifications, adaptations, extensions, and other works that incorporate, are based upon, or are derived from portions of the Licensed Software. The parties further acknowledge the importance of establishing clear, comprehensive terms governing the ownership of, and rights in, such Derivative Works, and of providing Licensor with appropriate rights to benefit from improvements and innovations arising from Licensee's integration activities. This Exhibit C sets forth those terms.
Capitalized terms not defined herein shall have the meanings ascribed to them in the MESLSA.
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SECTION 1: DEFINITIONS
1.1 "Derivative Work." For purposes of this Exhibit C and the MESLSA, "Derivative Work" means any modification, adaptation, extension, enhancement, translation, abridgement, condensation, or other form in which the Licensed Software (ATLAS-RT™ RTOS, Version 4.2, and subsequent minor updates thereto, including Version 4.2.3) may be recast, transformed, or adapted. The term includes, without limitation, any work that incorporates, is based upon, or is derived from any portion of the Licensed Software source code, object code, application programming interfaces ("APIs"), data structures, algorithms, or other proprietary components, and that would constitute a "derivative work" within the meaning of Section 101 of the United States Copyright Act, 17 U.S.C. § 101.
For the avoidance of doubt, Derivative Works include, without limitation, the following categories of works when they interact with, extend, or modify the functional behavior of the Licensed Software beyond the mere use of the Licensed Software's published APIs in their unmodified form:
(a) software modules developed to add, modify, or replace functionality within the Licensed Software kernel or any of its subsystems;
(b) device drivers that extend or modify the Licensed Software's hardware abstraction layer or input/output subsystems;
(c) middleware layers developed to bridge the Licensed Software with Licensee's proprietary application software or third-party components;
(d) interface code that modifies, wraps, or extends the Licensed Software's published APIs or internal interfaces;
(e) configuration files, scripts, or build-system modifications that alter the compilation, linking, or runtime behavior of the Licensed Software in a manner that constitutes a transformation of the Licensed Software; and
(f) any other work product that, under applicable copyright law, would be considered a derivative work of the Licensed Software.
Notwithstanding the foregoing, "Derivative Work" does not include:
(i) Licensee's independently developed software that interacts with the Licensed Software solely through published, unmodified APIs without incorporating any Licensed Software source code, object code, data structures, or algorithms (such independently developed software being referred to herein as "Independent Works"); or
(ii) Licensee's pre-existing proprietary software that is merely compiled or linked with the Licensed Software without modification of the Licensed Software, provided that such compilation or linking does not result in the incorporation of Licensed Software source code into Licensee's pre-existing proprietary software in a manner that would constitute a derivative work under 17 U.S.C. § 101.
1.2 "Licensee-Created Derivative Work." "Licensee-Created Derivative Work" means any Derivative Work created by Licensee's employees, contractors, subcontractors, or agents during the Term of the MESLSA in connection with the integration of the Licensed Software into Licensee's designated vehicle platform configurations (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E, as applicable) under Project Argonaut. The term "Licensee-Created Derivative Work" encompasses all such works regardless of whether they were created at Licensee's facilities, at a contractor's facilities, or remotely, and regardless of the medium in which they are fixed, provided they meet the definition of "Derivative Work" set forth in Section 1.1 above.
1.3 "Joint IP." "Joint IP" means, collectively, all Licensee-Created Derivative Works that incorporate or are derived from any portion of the Licensed Software source code, as distinguished from Licensee's independently developed works (as described in Section 1.1(i) above) and Licensee's pre-existing proprietary materials (as described in Section 2.3 below). Joint IP is subject to the joint ownership provisions of Section 2.1 and the License-Back provisions of Section 3 of this Exhibit C.
1.4 "Licensed Software." "Licensed Software" has the meaning set forth in the MESLSA and Exhibit A thereto and refers to the ATLAS-RT™ embedded real-time operating system, Version 4.2, together with all subsequent minor updates provided by Licensor to Licensee during the Term, including, without limitation, Version 4.2.1, Version 4.2.2, and Version 4.2.3. For the avoidance of doubt, "Licensed Software" does not include any major version releases (e.g., Version 5.0 or later) unless such major version releases are expressly incorporated into the MESLSA by written amendment.
1.5 "Integration Period." "Integration Period" means the period during which Licensee is actively performing integration of the Licensed Software under Statement of Work No. 1 ("SOW-1") and any subsequent Statements of Work executed by the parties pursuant to the MESLSA. The Integration Period includes any periods of Dormancy Status under Section 9.4 of the MESLSA during which Derivative Works created prior to dormancy continue to exist and are subject to the provisions of this Exhibit C. For the avoidance of doubt, the Integration Period commences upon Licensee's receipt of the Licensed Software source code deliverables under SOW-1, Milestone 1, and continues until the earlier of (a) the completion of all integration activities under all applicable Statements of Work or (b) the expiration or termination of the MESLSA.
1.6 "License-Back." "License-Back" means the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license granted by Licensee to Licensor with respect to Licensee-Created Derivative Works, as set forth in Section 3 of this Exhibit C. The License-Back is a material consideration for Licensor's agreement to enter into the MESLSA and to grant Licensee access to the Licensed Software source code for integration purposes.
SECTION 2: OWNERSHIP OF DERIVATIVE WORKS
2.1 Joint Ownership. In accordance with, and as further elaboration of, Section 7.2 of the MESLSA, all Licensee-Created Derivative Works shall be jointly owned by Licensee and Licensor. Each party shall have an undivided interest in all Licensee-Created Derivative Works, and each party shall be deemed a co-owner of the copyright and all other intellectual property rights in and to each Licensee-Created Derivative Work. Neither party shall be required to account to the other party for any profits, revenues, royalties, or other financial benefits derived from the exploitation, licensing, sublicensing, distribution, or other use of any Licensee-Created Derivative Work, except as expressly modified by the License-Back provisions set forth in Section 3 below and except to the extent required by applicable law.
The joint ownership established under this Section 2.1 is intended to be consistent with the principles of joint authorship and joint ownership under the United States Copyright Act, 17 U.S.C. § 101 et seq., as modified by the express terms of this Exhibit C. To the extent that applicable law would impose a duty to account between joint owners, the parties hereby expressly waive any such duty to the fullest extent permitted by law, subject to the specific obligations set forth in Sections 3 and 4 of this Exhibit C.
2.2 Licensor's Underlying IP. Nothing in this Exhibit C, the MESLSA, or any Statement of Work shall be construed to transfer, diminish, limit, or otherwise affect Licensor's sole and exclusive ownership of the Licensed Software (ATLAS-RT™ RTOS, Version 4.2, and subsequent minor updates), including all pre-existing intellectual property, trade secrets, patents (whether issued or pending), copyrights, moral rights, mask work rights, and proprietary rights therein. Licensor retains all right, title, and interest in and to the Licensed Software as it exists prior to, and independent of, any modifications, adaptations, extensions, or other changes made by Licensee. The joint ownership provisions of Section 2.1 apply solely to the Licensee-Created Derivative Works themselves and do not create any ownership interest on the part of Licensee in the underlying Licensed Software.
Without limiting the generality of the foregoing, Licensor's ownership of the Licensed Software includes, without limitation, ownership of all:
(a) source code, object code, and executable code of the Licensed Software;
(b) algorithms, data structures, protocols, and architectures embodied in the Licensed Software;
(c) technical documentation, specifications, design documents, and other written materials associated with the Licensed Software;
(d) patents and patent applications covering inventions embodied in or practiced by the Licensed Software;
(e) copyrights in the Licensed Software and associated documentation;
(f) trade secrets and confidential information embodied in or relating to the Licensed Software; and
(g) trademarks, service marks, and trade names associated with the Licensed Software, including the ATLAS-RT™ mark.
2.3 Licensee's Pre-Existing IP. Licensee retains all right, title, and interest in and to Licensee's pre-existing proprietary software, tools, methodologies, know-how, trade secrets, and other intellectual property that are incorporated into or used in connection with the creation of Derivative Works, to the extent that such pre-existing materials do not incorporate Licensed Software source code, object code, data structures, or algorithms. The joint ownership established under Section 2.1 applies only to the Licensee-Created Derivative Work itself — that is, the specific work product that constitutes a derivative of the Licensed Software — and does not extend to, and shall not be construed as creating any ownership interest on the part of Licensor in, Licensee's pre-existing proprietary materials.
For the avoidance of doubt, where a Licensee-Created Derivative Work incorporates both (i) elements derived from the Licensed Software and (ii) elements derived from Licensee's pre-existing proprietary materials, the joint ownership under Section 2.1 shall attach to the Licensee-Created Derivative Work as a whole, but Licensee shall retain sole and exclusive ownership of the pre-existing proprietary materials in their original, unmodified form. Licensor's rights under the License-Back (Section 3) shall extend to the Licensee-Created Derivative Work as a whole, including any pre-existing Licensee materials incorporated therein, but shall not extend to Licensee's pre-existing proprietary materials in their original, standalone form.
2.4 No Implied Licenses. Except as expressly provided in this Exhibit C and the MESLSA, no license, immunity, right, or other interest is granted by either party to the other party, by implication, estoppel, exhaustion, or otherwise, under any patent, copyright, trade secret, trademark, or other intellectual property right of either party. Each party reserves all rights not expressly granted herein. The execution of this Exhibit C and the MESLSA shall not be construed as a waiver of either party's right to assert claims of infringement against third parties who are not authorized users under the MESLSA.
SECTION 3: LICENSE-BACK TO LICENSOR
3.1 Grant of License-Back. Licensee hereby grants to Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license (the "License-Back") to use, reproduce, modify, adapt, translate, distribute (in source code and object code form), publicly display, publicly perform, sublicense (through multiple tiers), and create further derivative works from all Licensee-Created Derivative Works. This License-Back is granted as of the date of creation of each Licensee-Created Derivative Work and shall attach automatically to each such work upon its creation without the need for any further action by either party.
The License-Back granted under this Section 3.1 shall survive any expiration or termination of the MESLSA, including, without limitation:
(a) termination for convenience by either party under Section 9.1 of the MESLSA;
(b) termination for cause by either party under Section 9.2 of the MESLSA;
(c) termination following a Change of Control of Licensee under Section 12.6 of the MESLSA;
(d) termination following Dormancy Status under Section 9.4 of the MESLSA;
(e) expiration of the initial five (5)-year Term of the MESLSA on June 20, 2027; and
(f) any other expiration, termination, or cessation of the MESLSA, regardless of cause.
3.2 Scope of License-Back. The License-Back encompasses all fields of use, all industries, all applications, and all territories worldwide, without limitation. Licensor may, without restriction and without compensation to Licensee:
(a) incorporate Licensee-Created Derivative Works, in whole or in part, into future versions, releases, or updates of ATLAS-RT™, including major version releases (e.g., ATLAS-RT™ Version 5.0 or later);
(b) incorporate Licensee-Created Derivative Works, in whole or in part, into other Licensor products, services, or offerings, whether existing or developed in the future;
(c) license, sublicense, or distribute Licensee-Created Derivative Works, or works incorporating Licensee-Created Derivative Works, to third parties on any terms and conditions Licensor deems appropriate, including on a commercial, fee-bearing basis;
(d) create further modifications, adaptations, extensions, enhancements, and derivative works based on Licensee-Created Derivative Works; and
(e) exercise any and all other rights of a copyright owner and intellectual property holder with respect to Licensee-Created Derivative Works, as permitted by applicable law.
The parties acknowledge that the broad scope of the License-Back is a material inducement for Licensor's agreement to grant Licensee access to the Licensed Software source code for integration purposes and to agree to the joint ownership provisions of Section 2.1.
3.3 No Exclusivity. The License-Back is non-exclusive. Licensee retains the right to use, modify, adapt, and exploit all Licensee-Created Derivative Works independently and without restriction, subject only to: (a) the scope limitations of the license grant in the MESLSA (including territorial, term, and platform restrictions applicable to Licensee's use of the Licensed Software and Derivative Works during the Term); and (b) Licensee's obligations under Section 5 of this Exhibit C. For the avoidance of doubt, following the expiration or termination of the MESLSA, Licensee's rights to continue using Licensee-Created Derivative Works shall be governed by Section 7 of this Exhibit C and the applicable post-termination provisions of the MESLSA.
3.4 Survival. The License-Back granted under this Section 3 is perpetual and irrevocable. It shall survive any expiration, termination, dormancy, reactivation, assignment, Change of Control, or other cessation or modification of the MESLSA, regardless of the cause, circumstances, or manner of such cessation or modification. The parties intend that the License-Back shall endure in perpetuity and shall not be subject to revocation, rescission, or limitation by either party except by a written instrument signed by both parties expressly amending or terminating this Section 3.
SECTION 4: IDENTIFICATION, DOCUMENTATION, AND DISCLOSURE OF DERIVATIVE WORKS
4.1 Identification and Designation. Licensee shall assign a unique alphanumeric designation to each Licensee-Created Derivative Work promptly upon its creation (and in no event later than ten (10) business days after the date of creation). The designation scheme shall follow a sequential format beginning with "DW-001" and continuing numerically (e.g., DW-002, DW-003, DW-004, and so forth). Each designation shall be logged in the Derivative Works Register, the form of which is attached hereto as Appendix C-1 (the "DW Register").
The DW Register shall be maintained by Licensee's Director of Software Integration Engineering — initially, Lena Petrova — or her designee. The DW Register shall be maintained in electronic format and shall be made available to Licensor upon reasonable request, subject to the disclosure provisions of Section 4.3 below.
4.2 Documentation Requirements. For each Licensee-Created Derivative Work, Licensee shall create and maintain complete and accurate documentation that includes the following information:
(a) Designation Identifier: The unique alphanumeric designation assigned pursuant to Section 4.1 (e.g., DW-001).
(b) Description: A clear and reasonably detailed description of the Derivative Work's function, purpose, and technical characteristics, sufficient to enable a person of ordinary skill in the relevant art to understand the nature and scope of the Derivative Work.
(c) Licensed Software Components: Identification of the specific Licensed Software components — including source code files, modules, libraries, APIs, data structures, and algorithms — from which the Derivative Work is derived, which it modifies, or which it incorporates. Such identification shall include file names, module names, and version numbers where applicable.
(d) Licensee Pre-Existing IP: Identification of any Licensee pre-existing proprietary materials (software, tools, libraries, methodologies, or other intellectual property) that are incorporated into or used in the creation of the Derivative Work, together with a brief description of the nature and scope of such incorporation.
(e) Approximate Lines of Code (LOC): The approximate number of lines of source code comprising the Derivative Work, measured using a consistent methodology (e.g., non-comment, non-blank lines of code).
(f) Authors/Contributors: The names, job titles or roles, and employer/contractor status of all individuals who authored or contributed to the creation of the Derivative Work.
(g) Dates: The date of initial creation and the date of the most recent modification of the Derivative Work.
(h) Vehicle Platform Configuration(s): Identification of the specific vehicle platform configuration(s) — Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and/or Argonaut-E — for which the Derivative Work was created or to which it applies.
(i) Associated SOW Milestone: The milestone under Statement of Work No. 1 (Milestone 1, Milestone 2, Milestone 3, Milestone 4, or Milestone 5) during or for which the Derivative Work was created, or, if the Derivative Work was created under a subsequent Statement of Work, the applicable milestone under such subsequent Statement of Work.
All documentation required under this Section 4.2 shall be maintained by Licensee for the duration of the Term and for a period of five (5) years following the expiration or termination of the MESLSA, or for such longer period as may be required by applicable law.
4.3 Disclosure to Licensor. Licensee shall disclose each Licensee-Created Derivative Work to Licensor's designated representative — initially, Diana Cho, Director, Enterprise License Management, Meridian Code Technologies, Inc. (or her successor or designee, as notified to Licensee in writing) — no later than thirty (30) days after the completion of the milestone under Statement of Work No. 1 during which such Derivative Work was created or, if the Derivative Work was created outside the scope of a specific milestone, no later than thirty (30) days after the end of the calendar quarter in which such Derivative Work was created.
Disclosure shall include delivery of the complete documentation described in Section 4.2 above. In addition, upon Licensor's reasonable written request (which shall be made no more frequently than once per calendar quarter, except in connection with an audit under Section 11.3 of the MESLSA), Licensee shall provide Licensor with access to the source code of the Derivative Work in a standard source-code repository format (e.g., Git, Subversion, or a comparable version control system), together with any build scripts, configuration files, and documentation necessary for Licensor to compile and test the Derivative Work.
4.4 Quarterly Derivative Works Report. Licensee shall provide Licensor with a quarterly summary report (the "Quarterly Derivative Works Report," the form of which is attached hereto as Appendix C-2) listing all Licensee-Created Derivative Works created or modified during the preceding calendar quarter. Each Quarterly Derivative Works Report shall include the updated documentation required by Section 4.2, together with a summary of any changes or additions to previously reported Derivative Works.
Quarterly Derivative Works Reports shall be delivered to Licensor's designated representative within thirty (30) days following the end of each calendar quarter (i.e., on or before April 30, July 31, October 31, and January 31 of each year during the Term).
During any period of Dormancy Status under Section 9.4 of the MESLSA, the quarterly reporting obligation under this Section 4.4 shall be suspended, provided that Licensee delivers a cumulative Derivative Works Report (covering the entire period from the last Quarterly Derivative Works Report delivered prior to dormancy through the date of reactivation) within thirty (30) days of reactivation from dormancy.
4.5 Source Code Escrow. The parties may, at any time during the Term, mutually agree to deposit source code for some or all Licensee-Created Derivative Works with a mutually acceptable third-party escrow agent. The terms and conditions of any such escrow arrangement — including the selection of the escrow agent, the escrow fees (and allocation thereof between the parties), the deposit schedule, and the release conditions — shall be set forth in a separate escrow agreement to be negotiated and executed by the parties in good faith. Neither party shall be obligated to enter into a source code escrow arrangement absent mutual written agreement.
SECTION 5: RESTRICTIONS ON DERIVATIVE WORKS
5.1 Licensee Restrictions. Licensee acknowledges and agrees that its rights with respect to Licensee-Created Derivative Works are subject to the following restrictions:
(a) Scope of Use. Licensee shall not use, distribute, sublicense, or otherwise exploit any Licensee-Created Derivative Work outside the scope of the license grant set forth in the MESLSA. During the Term, Licensee's use of Licensee-Created Derivative Works is limited to integration into the designated vehicle platform configurations (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E) under Project Argonaut, on a worldwide basis, as specified in the MESLSA and the applicable Statements of Work. Any use of Licensee-Created Derivative Works outside the scope of Project Argonaut — including, without limitation, use in vehicle platforms not designated under the MESLSA — shall require Licensor's prior written consent.
(b) Assignment. Licensee shall not assign, transfer, or convey its ownership interest in any Licensee-Created Derivative Work, whether in whole or in part, to any third party without Licensor's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. This restriction is consistent with, and supplements, Section 12.6 of the MESLSA regarding Change of Control and assignment. For the avoidance of doubt, a Change of Control of Licensee (as defined in the MESLSA) shall not, by itself, constitute an assignment of Licensee's ownership interest in Licensee-Created Derivative Works, but shall be subject to the provisions of Section 12.6 of the MESLSA.
(c) Copyright Notices and Attribution. Licensee shall not remove, alter, obscure, or fail to reproduce any copyright notices, proprietary legends, trademark notices, or attribution marks present in the Licensed Software source code that is incorporated into, referenced by, or forms the basis of any Derivative Work. Licensee shall ensure that all copies of Licensee-Created Derivative Works (whether in source code or object code form) include appropriate notices identifying both Licensor's ownership of the underlying Licensed Software and the joint ownership of the Derivative Work.
(d) Open Source. Licensee shall not incorporate, combine, or link any Licensee-Created Derivative Work with any open-source software in a manner that would subject the Licensed Software, any Licensee-Created Derivative Work, or any portion thereof to the terms of any open-source license that would require disclosure, distribution, or licensing of the Licensed Software source code (including, without limitation, the GNU General Public License, the GNU Lesser General Public License, or any similar copyleft license), without Licensor's prior written consent.
5.2 Licensor Restrictions. Licensor acknowledges and agrees that its rights with respect to Licensee-Created Derivative Works under the License-Back are subject to the following:
(a) No Reciprocal Obligation. Licensor's use of Licensee-Created Derivative Works under the License-Back shall not create any obligation on the part of Licensor to provide Licensee with access to, licenses under, or copies of any further modifications, derivative works, enhancements, or other works that Licensor creates based on or derived from the Licensee-Created Derivative Works. The parties expressly disclaim any "grant-back" or "improvement-sharing" obligation on the part of Licensor, except as may be expressly agreed in a separate written agreement.
(b) Confidentiality of Licensee Trade Secrets. Licensor shall use commercially reasonable efforts to preserve the confidentiality of any Licensee trade secrets or proprietary business logic embedded in Licensee-Created Derivative Works that are disclosed to Licensor pursuant to Section 4 of this Exhibit C. Licensor's obligations under this Section 5.2(b) are subject to, and qualified by, Licensor's right to sublicense and distribute Licensee-Created Derivative Works under Section 3.2. Licensor shall not be deemed to have breached this Section 5.2(b) if Licensor incorporates Licensee trade secrets or proprietary business logic into Licensor products in a manner that does not disclose such trade secrets or proprietary business logic in source code form to third parties. The parties acknowledge that Licensor's right to distribute Licensee-Created Derivative Works in object code form, as incorporated into Licensor products, is consistent with the confidentiality obligations of this Section 5.2(b).
SECTION 6: REPRESENTATIONS AND WARRANTIES REGARDING DERIVATIVE WORKS
6.1 Licensee Representations and Warranties. Licensee represents and warrants to Licensor as follows:
(a) Originality. All Licensee-Created Derivative Works are, and shall be, original works of authorship created by Licensee's employees, contractors, or agents acting within the scope of their employment or engagement by Licensee, and Licensee has obtained, or shall obtain prior to the creation of each Derivative Work, all necessary rights and authorizations to create such Derivative Work.
(b) Non-Infringement. No Licensee-Created Derivative Work infringes, misappropriates, or otherwise violates the intellectual property rights, trade secret rights, contractual rights, or any other rights of any third party. Licensee has conducted, or shall conduct, reasonable due diligence to ensure that no Licensee-Created Derivative Work incorporates third-party intellectual property for which Licensee does not hold adequate rights.
(c) IP Assignments. All employees, contractors, subcontractors, and agents who author or contribute to Licensee-Created Derivative Works have executed, or shall execute prior to commencing work, appropriate employment agreements, contractor agreements, or work-for-hire agreements that (i) assign all right, title, and interest in their work product (including Derivative Works) to Licensee; (ii) include appropriate intellectual property assignment provisions; and (iii) are enforceable under applicable law. Licensee shall, upon Licensor's reasonable request, provide Licensor with written confirmation that such agreements are in place for all contributors to a specified Licensee-Created Derivative Work.
(d) Authority. Licensee has the full right, power, and authority to grant the License-Back set forth in Section 3 and to enter into the joint ownership arrangements set forth in Section 2.1, and the execution and performance of this Exhibit C does not conflict with or violate any agreement, obligation, or restriction to which Licensee is a party or by which Licensee is bound.
6.2 Licensor Representations and Warranties. Licensor represents and warrants to Licensee as follows:
(a) Non-Infringement of Licensed Software. The Licensed Software, as provided to Licensee under the MESLSA and Exhibit A, does not, to the best of Licensor's knowledge, infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. This representation is subject to the limitations and qualifications set forth in Section 8.1 of the MESLSA.
(b) Authority. Licensor has the full right, power, and authority to enter into the joint ownership and License-Back arrangements set forth in this Exhibit C, and the execution and performance of this Exhibit C does not conflict with or violate any agreement, obligation, or restriction to which Licensor is a party or by which Licensor is bound. Licensor is the sole and exclusive owner of the Licensed Software and has not granted any rights in the Licensed Software that would conflict with or impair the rights granted to Licensee under the MESLSA or this Exhibit C.
SECTION 7: EFFECT OF TERMINATION, EXPIRATION, AND DORMANCY ON DERIVATIVE WORKS
7.1 Termination or Expiration of MESLSA. Upon termination or expiration of the MESLSA — whether upon expiration of the initial five (5)-year Term on June 20, 2027, termination for convenience by either party under Section 9.1 of the MESLSA, termination for cause under Section 9.2 of the MESLSA, termination following a Change of Control under Section 12.6 of the MESLSA, or otherwise — the following provisions shall apply with respect to Licensee-Created Derivative Works:
(a) Continuation of Joint Ownership. Joint ownership of all Licensee-Created Derivative Works, as established under Section 2.1 of this Exhibit C, shall continue in perpetuity and shall not be affected, altered, diminished, or terminated by the termination or expiration of the MESLSA. Each party shall retain its undivided ownership interest in all Licensee-Created Derivative Works notwithstanding the termination or expiration of the MESLSA.
(b) Survival of License-Back. The License-Back granted to Licensor under Section 3 of this Exhibit C shall survive in perpetuity and shall remain in full force and effect following the termination or expiration of the MESLSA, in accordance with Section 3.4.
(c) Licensee's Post-Termination Rights. Licensee's right to continue using, modifying, and exploiting Licensee-Created Derivative Works following the termination or expiration of the MESLSA shall be determined by, and limited to, those rights that survive termination or expiration under the applicable provisions of the MESLSA, as supplemented by Licensee's joint ownership interest under Section 2.1 of this Exhibit C. To the extent that Licensee's post-termination use of Licensee-Created Derivative Works requires the continued use of the Licensed Software (e.g., because the Derivative Work cannot function independently of the Licensed Software), such use shall be subject to the post-termination wind-down provisions of the MESLSA, including any transition period granted under Section 9.3 of the MESLSA.
(d) Final Derivative Works Report. Licensee shall, within sixty (60) days of the effective date of termination or expiration of the MESLSA, deliver to Licensor a final, complete Derivative Works Report (in the form of Appendix C-2) listing all Licensee-Created Derivative Works in existence as of the date of termination or expiration, together with all documentation required by Section 4.2. In addition, Licensee shall provide Licensor with access to the source code for all Licensee-Created Derivative Works in a standard source-code repository format, together with all build scripts, configuration files, and technical documentation necessary for Licensor to compile, test, and utilize the Derivative Works.
7.2 Dormancy Status. During any period of Dormancy Status under Section 9.4 of the MESLSA, the following provisions shall apply with respect to Licensee-Created Derivative Works:
(a) Continuation of Rights and Obligations. All rights and obligations under this Exhibit C shall remain in full force and effect during any period of Dormancy Status. The joint ownership provisions of Section 2.1, the License-Back provisions of Section 3, the restrictions of Section 5, and all other provisions of this Exhibit C shall continue to apply without interruption.
(b) Suspension of Quarterly Reporting. The quarterly reporting obligation under Section 4.4 shall be suspended during any period of Dormancy Status, provided that Licensee delivers a cumulative Derivative Works Report within thirty (30) days of reactivation from dormancy, as specified in Section 4.4.
(c) Licensor's License-Back Rights. Licensor's License-Back rights under Section 3 shall continue uninterrupted during any period of Dormancy Status. Licensor may continue to exercise all rights granted under the License-Back with respect to all Licensee-Created Derivative Works that existed as of the commencement of the dormancy period.
(d) Status of Existing Derivative Works. No new Derivative Works are expected to be created during Dormancy Status (as Licensee's integration activities are expected to be suspended during dormancy). However, any Licensee-Created Derivative Works created prior to the commencement of Dormancy Status — including, without limitation, DW-001, DW-002, DW-003, and any other Derivative Works designated in the DW Register prior to the dormancy commencement date — shall remain subject to all provisions of this Exhibit C, including the joint ownership provisions of Section 2.1 and the License-Back provisions of Section 3.
7.3 Fee Forfeiture. For the avoidance of doubt, any forfeiture of prepaid fees, license fees, service fees, or other amounts by Licensee under Section 9.1 of the MESLSA upon early termination for convenience (or under any other provision of the MESLSA requiring fee forfeiture) shall not affect the joint ownership or License-Back provisions of this Exhibit C. The intellectual property rights established under Sections 2 and 3 of this Exhibit C are independent of, and not contingent upon, the payment of fees or the forfeiture thereof. The parties acknowledge and agree that the joint ownership and License-Back arrangements set forth in this Exhibit C constitute independent consideration and are not subject to rescission, modification, or reversal based on the status of fee obligations under the MESLSA.
SECTION 8: DISPUTE RESOLUTION
8.1 Escalation. Any dispute, controversy, or claim arising out of or relating to this Exhibit C — including, without limitation, any dispute regarding (a) the classification of a particular work as a Derivative Work, (b) the scope of joint ownership under Section 2.1, (c) the scope or application of the License-Back under Section 3, (d) the adequacy or completeness of disclosure or documentation under Section 4, or (e) the applicability of any restriction under Section 5 — shall first be referred to the senior executives of the parties for good-faith resolution. The designated senior executives for purposes of this Section 8.1 are:
For Licensee: Dennis J. Whitfield, Chief Technology Officer, Vantage Mobility Systems Corp. (or his successor, as notified to Licensor in writing).
For Licensor: Gregory L. Fisk, Senior Vice President, Automotive & Mobility Licensing, Meridian Code Technologies, Inc. (or his successor, as notified to Licensee in writing).
The senior executives shall meet (in person or by videoconference) within fifteen (15) business days of the referral of a dispute and shall endeavor in good faith to resolve the dispute within thirty (30) days of such referral. All discussions and communications during the executive escalation process shall be treated as settlement negotiations and shall be subject to applicable rules of evidence regarding the inadmissibility of settlement discussions.
8.2 Arbitration. If a dispute under this Exhibit C is not resolved through the executive escalation process described in Section 8.1 within the thirty (30)-day period specified therein (or such longer period as the parties may mutually agree in writing), such dispute shall be finally resolved by binding arbitration in accordance with the dispute resolution provisions of the MESLSA. Specifically, arbitration shall be conducted under the rules of the Midwest Arbitration Institute, with the seat of arbitration in Detroit, Michigan. For disputes in which the amount in controversy exceeds One Million Dollars ($1,000,000), the arbitration shall be conducted before a panel of three (3) arbitrators. For disputes in which the amount in controversy is One Million Dollars ($1,000,000) or less, the arbitration shall be conducted before a single arbitrator. The arbitrator(s) shall have expertise in software licensing and intellectual property matters. The decision of the arbitrator(s) shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
8.3 Governing Law. This Exhibit C shall be governed by, and construed and enforced in accordance with, the laws of the State of Michigan, without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. This governing law provision is consistent with Section 12.1 of the MESLSA, and the parties agree that all disputes under this Exhibit C shall be subject to the same governing law as disputes under the MESLSA.
SECTION 9: MISCELLANEOUS
9.1 Entire Agreement. This Exhibit C, together with the MESLSA and all other Exhibits (including Exhibit A — Licensed Software Description and Delivery Terms, Exhibit B — Fee Schedule and Payment Terms, Exhibit D — Service Level Agreement, and Exhibit E — Acceptable Use Policy), Statements of Work (including Statement of Work No. 1 and any subsequent Statements of Work), and other attachments, schedules, and addenda thereto, constitutes the entire agreement between the parties with respect to the ownership, licensing, and management of Derivative Works created in connection with the MESLSA. This Exhibit C supersedes all prior and contemporaneous oral and written agreements, proposals, negotiations, representations, and communications between the parties relating to the subject matter hereof.
9.2 Amendments. This Exhibit C may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both parties. No oral agreement, course of dealing, or trade usage shall operate to amend or modify the terms of this Exhibit C. Any purported amendment that is not in writing and signed by both parties shall be void and of no effect.
9.3 Severability. If any provision of this Exhibit C, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable to any extent, the remainder of this Exhibit C, and the application of such provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect to the fullest extent permitted by law. In the event that any provision is held to be unenforceable, the parties shall negotiate in good faith to replace the unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the unenforceable provision.
9.4 Counterparts. This Exhibit C may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Exhibit C by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.
9.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Exhibit C shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 12.4 of the MESLSA. For purposes of this Exhibit C, notices shall be addressed as follows:
If to Licensee:
Martin G. Cross General Counsel Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312
If to Licensor:
Priya Ramaswamy General Counsel & Corporate Secretary Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054
Either party may change its address for notices by providing written notice to the other party in accordance with this Section 9.5 and Section 12.4 of the MESLSA.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Exhibit C to be executed by their duly authorized representatives as of the date first written above.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Thomas R. Keating
Title: Chief Executive Officer
Date: June 21, 2022
MERIDIAN CODE TECHNOLOGIES, INC.
By: ________
Name: Jeffrey N. Castellano
Title: Chief Executive Officer
Date: June 21, 2022
APPENDIX C-1
FORM OF DERIVATIVE WORKS REGISTER
This Appendix C-1 sets forth the required format for the Derivative Works Register to be maintained by Licensee's Director of Software Integration Engineering (or designee) in accordance with Section 4.1 and Section 4.2 of Exhibit C. All Licensee-Created Derivative Works shall be logged in a register substantially in the form set forth below.
Derivative Works Register — Project Argonaut
Maintained by: Lena Petrova, Director of Software Integration Engineering, Vantage Mobility Systems Corp. (or designee)
Last Updated: ____
Instructions for Completion:
1.  Designation: Enter the unique alphanumeric identifier assigned to the Derivative Work in accordance with Section 4.1 of Exhibit C (sequential format: DW-001, DW-002, DW-003, etc.).
2.  Description: Provide a clear and reasonably detailed description of the Derivative Work's function, purpose, and technical characteristics, sufficient to enable a person of ordinary skill in the relevant art to understand the nature and scope of the Derivative Work.
3.  Licensed Software Components Modified: Identify all specific Licensed Software components — including source code file names, module names, API identifiers, and version numbers — from which the Derivative Work is derived, which it modifies, or which it incorporates.
4.  Licensee Pre-Existing IP Incorporated: Identify any Licensee pre-existing proprietary materials (software, tools, libraries, methodologies, or other intellectual property) that are incorporated into the Derivative Work, together with a brief description of the nature and scope of such incorporation. If no Licensee pre-existing IP is incorporated, enter "None."
5.  Approximate LOC: Enter the approximate number of non-comment, non-blank lines of source code comprising the Derivative Work.
6.  Authors/Contributors: List the names, job titles or roles, and employer/contractor status (e.g., "VMS Employee," "Contractor — ABC Engineering, Inc.") of all individuals who authored or contributed to the creation of the Derivative Work.
7.  Date Created: Enter the date on which the Derivative Work was first created or fixed in a tangible medium of expression.
8.  Date Last Modified: Enter the date of the most recent modification to the Derivative Work. Update this field each time the Derivative Work is modified.
9.  Platform Configuration: Indicate the vehicle platform configuration(s) — Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and/or Argonaut-E — for which the Derivative Work was created or to which it applies. If the Derivative Work applies to multiple configurations, list all applicable configurations.
10.  Associated SOW Milestone: Indicate the milestone under Statement of Work No. 1 (Milestone 1 through Milestone 5) during or for which the Derivative Work was created. If the Derivative Work was created under a subsequent Statement of Work, indicate the applicable Statement of Work number and milestone.
11.  Disclosure Date to Licensor: Enter the date on which the Derivative Work was disclosed to Licensor's designated representative in accordance with Section 4.3 of Exhibit C.
APPENDIX C-2
FORM OF QUARTERLY DERIVATIVE WORKS REPORT
This Appendix C-2 sets forth the required format for the Quarterly Derivative Works Report to be delivered by Licensee to Licensor in accordance with Section 4.4 of Exhibit C. Each Quarterly Derivative Works Report shall be substantially in the form set forth below.
QUARTERLY DERIVATIVE WORKS REPORT
Project Argonaut — MESLSA Exhibit C
Reporting Period: ____ through ____
Date of Report: _____
Prepared by: _____ (Licensee's Director of Software Integration Engineering or designee)
I. Summary.  Total Number of Licensee-Created Derivative Works Created During Reporting Period: __
Total Number of Licensee-Created Derivative Works Modified During Reporting Period: __
Cumulative Total of All Licensee-Created Derivative Works (as of end of Reporting Period): __
II. New Derivative Works Created During Reporting Period
III. Derivative Works Modified During Reporting Period
IV. Cumulative Derivative Works Register Summary
Attach or incorporate by reference the current Derivative Works Register (Appendix C-1) as of the end of the Reporting Period.
V. Certification.  I, the undersigned, in my capacity as Director of Software Integration Engineering (or designee) of Vantage Mobility Systems Corp., hereby certify that, to the best of my knowledge and belief after reasonable inquiry:
(a) This Quarterly Derivative Works Report is complete and accurate in all material respects;
(b) All Licensee-Created Derivative Works created or modified during the Reporting Period have been identified and documented in accordance with Section 4.2 of Exhibit C;
(c) All Licensee-Created Derivative Works created during the Reporting Period have been, or will be, disclosed to Licensor's designated representative in accordance with Section 4.3 of Exhibit C; and
(d) All Licensee-Created Derivative Works identified in this Report comply with the restrictions set forth in Section 5 of Exhibit C.
________________________________________
Name: ________
Title: Director of Software Integration Engineering (or designee)
Vantage Mobility Systems Corp.
Date: ________
VI. Delivery Instructions
This Quarterly Derivative Works Report shall be delivered to:
Diana Cho Director, Enterprise License Management Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054
Email: dcho@meridiancode.com
With a copy to:
Priya Ramaswamy General Counsel & Corporate Secretary Meridian Code Technologies, Inc. 2750 Orchard Blvd., Suite 400 Santa Clara, CA 95054
Delivery shall be made via email (with confirmation of receipt) or via the secure document exchange portal designated by Licensor, within thirty (30) days following the end of the applicable calendar quarter, in accordance with Section 4.4 of Exhibit C.
[END OF EXHIBIT C AND APPENDICES]
Designation | Description | Licensed Software Components Modified | Licensee Pre-Existing IP Incorporated | Approx. LOC | Authors / Contributors | Date Created | Date Last Modified | Platform Config. (Argonaut-A through -E) | Associated SOW Milestone (1–5) | Disclosure Date to Licensor
DW-001
DW-002
DW-003
DW-004
DW-005
Designation | Description | Licensed Software Components Modified | Licensee Pre-Existing IP Incorporated | Approx. LOC | Authors / Contributors | Date Created | Platform Config. | Associated SOW Milestone | Disclosure Date to Licensor
Designation | Description of Modification(s) | Date Last Modified | Updated Approx. LOC (if changed) | Additional Authors / Contributors (if any)