Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 "Agreed Claim" means a claim for disbursement from the Escrow Fund as to which no Notice of Dispute has been timely delivered within the applicable Objection Period. For the avoidance of doubt, a claim shall be deemed an Agreed Claim upon the expiration of the Objection Period if no Notice of Dispute has been received by the Escrow Agent prior to such expiration.

Section 1.2 "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which commercial banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or are otherwise generally closed.

Section 1.3 "Closing Net Working Capital" shall have the meaning ascribed to such term in Section 2.5(a) of the Purchase Agreement, and shall be calculated in accordance with the principles, policies, methodologies, and procedures set forth on Schedule 2.5 of the Purchase Agreement.

Section 1.4 "Disputed Claim" means a claim for disbursement from the Escrow Fund as to which a timely Notice of Dispute has been delivered by either Buyer or Seller within the applicable Objection Period.

Section 1.5 "Escrow Account" means the segregated, interest-bearing trust or escrow account established and maintained by the Escrow Agent at Ironclad National Bank pursuant to Section 2.1 of this Agreement.

Section 1.6 "Escrow Agent Fee" means the fees payable to the Escrow Agent for its services hereunder, as more particularly described in Schedule A attached hereto and made a part hereof.

Section 1.7 "Escrow Earnings" means all interest, dividends, distributions, and other income earned on or with respect to the Escrow Fund from time to time, including any proceeds from the sale, maturity, or liquidation of Permitted Investments, net of any investment losses.

Section 1.8 "Escrow Fund" means, at any time, the aggregate amount held in the Escrow Account, consisting of the Purchase Price Adjustment Escrow Amount together with all Escrow Earnings, less any amounts previously disbursed from the Escrow Account in accordance with the terms of this Agreement.

Section 1.9 "Final Determination" shall have the meaning set forth in Section 3.3 of this Agreement and shall refer to the final and binding calculation of Closing Net Working Capital achieved in accordance with Article II of the Purchase Agreement.

Section 1.10 "Independent Accounting Firm" means the independent accounting firm designated pursuant to Section 2.5(d) of the Purchase Agreement to serve as the final arbiter of any dispute regarding the calculation of Closing Net Working Capital, which as of the date hereof is Veltrian & Whitmore LLP, or such other nationally recognized accounting firm as may be selected in accordance with the Purchase Agreement.

Section 1.11 "Joint Written Instructions" means a written instruction, substantially in the form attached hereto as Exhibit A, executed by an authorized representative of each of Buyer and Seller, directing the Escrow Agent to disburse funds from the Escrow Account as specified therein.

Section 1.12 "Notice of Dispute" means a written notice delivered by either Buyer or Seller to the Escrow Agent and the other Party, clearly marked as a "Notice of Dispute" and objecting to a proposed disbursement from the Escrow Fund, specifying in reasonable detail the basis for such objection and the amount in dispute.

Section 1.13 "Objection Period" means the period of five (5) Business Days immediately following receipt by the non-requesting Party of a copy of any disbursement request submitted by the other Party to the Escrow Agent.

Section 1.14 "Permitted Investments" shall have the meaning set forth in Section 2.3 of this Agreement.

Section 1.15 "Purchase Agreement" means the Asset Purchase Agreement, dated as of June 16, 2025, by and between Buyer and Seller, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

Section 1.16 "True-Up Deadline" means November 13, 2025, which is the date that is ninety (90) calendar days following the Closing Date, subject to extension as contemplated by Section 3.3 hereof in the event that the working capital dispute resolution process under the Purchase Agreement has not been completed by such date.

Section 1.17 "Working Capital Adjustment Amount" means the amount, if any, payable by Buyer to Seller or by Seller to Buyer (indirectly through disbursement from the Escrow Fund) pursuant to the working capital true-up provisions of Article II of the Purchase Agreement, calculated as the difference between Closing Net Working Capital and the Working Capital Target, subject to the application of the Working Capital Co

Section 1.18 "Working Capital Collar" means the range of plus or minus Five Hundred Thousand Dollars ($500,000) relative to the Working Capital Target, such that no adjustment to the Purchase Price shall be required if the Closing Net Working Capital falls within the range of Five Million Seven Hundred Thousand Dollars ($5,700,000) and Six Million Seven Hundred Thousand Dollars ($6,700,000), inclusive.

Section 1.19 "Working Capital Target" means Six Million Two Hundred Thousand Dollars ($6,200,000).

Section 1.20 Cross-Reference. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Purchase Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement, except

ARTICLE 2 — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount (a) On the Closing Date, Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the Purchase Price Adjustment Escrow Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) into the Escrow Account. Such deposit shall be made in accordance with the wire instructions set forth in Schedule B attached heret

Section 2.2 — Ownership and Tax Treatment (a) For all federal, state, and local income tax purposes, the Purchase Price Adjustment Escrow Amount (and all Escrow Earnings thereon) shall be treated as owned by Seller unless and until disbursed to Buyer in accordance with Article 3 of this Agreement. Seller shall report all Escrow Earnings as income on its applicable tax returns, and shall be solely responsible for the

Section 2.3 — Investment of Escrow Fund (a) Pending disbursement of the Escrow Fund in accordance with Article 3, the Escrow Agent shall invest and reinvest the Escrow Fund solely in "Permitted Investments," as directed in writing by Joint Written Instructions. "Permitted Investments" shall mean and include: (i) direct obligations of, or obligations the timely payment of principal of and interest on which are fully a

ARTICLE 3 — DISBURSEMENT OF ESCROW FUND

Section 3.1 — Disbursement upon Final Determination Upon the occurrence of a Final Determination and the Escrow Agent's receipt of Joint Written Instructions (or other proper authorization as described in Section 3.2) setting forth the Closing Net Working Capital as finally determined and the resulting Working Capital Adjustment Amount, the Escrow Agent shall disburse the Escrow Fund in accordance with the following

Section 3.2 — Disbursement Mechanics (a) All disbursements from the Escrow Fund shall be made by wire transfer of immediately available funds in United States dollars to the respective accounts designated by Buyer and Seller as set forth in Schedule C (Buyer's Wire Instructions) and Schedule D (Seller's Wire Instructions) attached hereto and made a part hereof. Either Buyer or Seller may update its respective wire in

Section 3.3 — Final Determination Procedure (a) The Parties acknowledge and agree that the determination of Closing Net Working Capital shall be made in accordance with the procedures set forth in Article II of the Purchase Agreement, which provide, in relevant part, for the following: (i) Delivery of Closing Statement. Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a clo

Section 3.4 — Disputed Amounts (a) If the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the disbursement of all or any portion of the Escrow Fund, or if the Escrow Agent receives a Notice of Dispute from either Buyer or Seller within the applicable Objection Period, the Escrow Agent shall hold the disputed portion of the Escrow Fund without disbursement and shall not take any ac

Section 3.5 — Tax Withholding (a) The Escrow Agent shall be entitled to deduct and withhold from any amount otherwise disbursable from the Escrow Fund such amounts as are required to be deducted or withheld under any provision of federal, state, local, or foreign tax law, including backup withholding under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that amounts are so wi

ARTICLE 4 — DUTIES, RIGHTS, AND PROTECTIONS OF ESCROW AGENT

Section 4.1 — Duties of Escrow Agent (a) The Escrow Agent hereby undertakes to perform only those duties and obligations expressly set forth in this Agreement, and no implied duties, covenants, or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by any agreement between Buyer and Seller (including, without limitation, the Purchase Agreement) except as express

Section 4.2 — Reliance (a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any written notice, instruction, certificate, direction, request, waiver, consent, receipt, or other document or instrument (including any Joint Written Instructions) that the Escrow Agent in good faith believes to be genuine and to have been signed, executed, or delivered by

Section 4.3 — Limitation of Liability (a) The Escrow Agent shall not be liable for any act or omission taken or suffered by it hereunder, except in the case of the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The burden of proving gross negligence, willful misconduct, or fraud on the part of the Escrow Agent

Section 4.4 — Indemnification of Escrow Agent (a) Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, managers, members, employees, agents, representatives, and affiliates (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, judgments, settlem

Section 4.5 — Resignation and Removal (a) The Escrow Agent may resign from its duties and obligations hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to each of Buyer and Seller. Such resignation shall become effective upon the appointment of a successor escrow agent in accordance with this Section 4.5 and the transfer of the Escrow Fund to such successor. (b)

Section 4.6 — Escrow Agent Compensation (a) The Escrow Agent shall be entitled to reasonable compensation for its services hereunder, as more particularly set forth in Schedule A attached hereto and made a part hereof. Such compensation shall include an initial acceptance and establishment fee payable upon execution of this Agreement, an annual administration fee (if the escrow extends beyond the initial ninety (90)-

Section 4.7 — Interpleader In the event of any disagreement or dispute between Buyer and Seller (or between any Parties hereto) with respect to the disposition of the Escrow Fund, or if the Escrow Agent receives conflicting instructions from Buyer and Seller that cannot be resolved to the Escrow Agent's reasonable satisfaction, the Escrow Agent shall have the right, in its sole and absolute discretion, to (a) refrain

Section 5.1 — Termination. This Agreement shall terminate upon the earliest to occur of the following: (a) the disbursement of the entire Escrow Fund in accordance with Article 3 of this Agreement, at which time the Escrow Agent shall provide written confirmation of final disbursement to each of Buyer and Seller; (b) the deposit of the Escrow Fund with a court of competent jurisdiction by the Escrow Agent pursuant to

Section 5.2 — Survival. Notwithstanding the termination of this Agreement pursuant to Section 5.1, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article 4 (Duties, Rights, and Protections of Escrow Agent), including, without limitation, the indemnification obligations set forth in Section 4.4; (b) Section 6.3 (Governing Law); (c) Section 6.4 (Dispute Resoluti

ARTICLE 6 — GENERAL PROVISIONS

Section 6.1 — Notices (a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) if delivered by hand, upon receipt; (ii) if sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), one (1) Business Day afte

Section 6.2 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the three Parties (Buyer, Seller, and Escrow Agent). No waiver of any provision of this Agreement shall be construed as a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing

Section 6.3 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 6.4 — Dispute Resolution; Jurisdiction (a) Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity hereof (other than the determination of Closing Net Working Capital, which shall be resolved exclusively in accordance with the dispute resolution procedures set forth in Article II of the Purchase Agreement), shall be submitte

Section 6.5 — Entire Agreement This Agreement, together with the Purchase Agreement, the schedules and exhibits attached hereto (each of which is incorporated herein by reference and made a part hereof), and any Joint Written Instructions delivered pursuant hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, re

Section 6.6 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and

Section 6.7 — Assignment (a) Neither Buyer nor Seller may assign, transfer, or delegate its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (as between Buyer and Seller) and the Escrow Agent, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect; provided, however, th

Section 6.8 — Successors and Assigns This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Nothing in this Agreement is intended to or shall create any rights in any Person other than the Parties and their respective successors and permitted assigns, except as expressly provided in Section 6.

Section 6.9 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Signatures delivered by DocuSign, Ashford Health IT

Section 6.10 — Third-Party Beneficiaries Except as expressly provided in this Section 6.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstandin

Section 6.11 — Relationship to Purchase Agreement (a) In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the calculation of Closing Net Working Capital, the Working Capital Adjustment Amount, or the procedures for the working capital true-up adjustment, the terms and provisions of the Purchase Agreemen

1. Final Determination of Closing Net Working Capital The undersigned hereby certify that the Final Determination of Closing Net Working Capital has been achieved pursuant to Article II of the Purchase Agreement and that the Closing Net Working Capital as finally determined is: Closing Net Working Capital: $____

2. Calculation of Working Capital Adjustment Amount Based on the Final Determination described above, the Working Capital Adjustment Amount has been calculated as follows: Working Capital Target: $6,200,000 Closing Net Working Capital: $____ Difference (Closing Net Working Capital minus Working Capital Target): $____ Working Capital Collar Applied (± $500,000): ____ Working Capital Adjustment Amount: $____ Direction

3. Disbursement Instructions The Escrow Agent is hereby instructed to disburse the Escrow Fund as follows: (a) Amount to be disbursed to Buyer: $____ (Wire per Schedule C of the Escrow Agreement) (b) Amount to be disbursed to Seller: $____ (Wire per S