Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Aggregate Consideration" means Fifteen Million Dollars ($15,000,000), being the aggregate consideration payable in connection with the Merger as set forth in the Merger Agreement, consisting of the Closing Cash Consideration and the contingent earnout payments. "Agreement" means this Escrow Agreement,

Section 1.2 — Merger Agreement Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Merger Agreement. To the extent that any capitalized term is defined both in this Agreement and in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of interpreting this Agreement, unless the context cl

Section 1.3 — Construction. The following rules of interpretation shall apply to this Agreement: (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof. (b) Whenever the context requires, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and n

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 — Deposit of Escrow Amount. On the Closing Date, Buyer shall deposit, or cause to be deposited, the sum of Four Million Five Hundred Thousand Dollars ($4,500,000) in immediately available funds by wire transfer to the Escrow Account, in accordance with the wire transfer instructions set forth in Schedule A hereto. The parties acknowledge that the Escrow Amount constitutes a portion of the Closing Cash Con

Section 2.2 — Escrow Account. The Escrow Agent shall establish and maintain a segregated escrow account at Fenwick Escrow Services LLC (the "Escrow Account") for the sole purpose of holding the Escrow Fund. The Escrow Account shall be titled: "Fenwick Escrow Services LLC, as Escrow Agent FBO Lumos Analytics Inc. / Eberhardt / Messina Indemnification Escrow" The Escrow Agent shall hold the Escrow Fund as a trust fund

Section 2.3 — Nature of Escrow. The parties acknowledge and agree that, except as otherwise expressly provided in the Merger Agreement with respect to claims arising from fraud, willful misconduct, or Special Indemnities, the Escrow Fund constitutes the sole and exclusive source of recovery for indemnification claims under the Merger Agreement. The Escrow Fund shall not be subject to any lien, attachment, trustee pro

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 — Investment. The Escrow Agent shall invest and reinvest the Escrow Fund, including any Investment Earnings thereon, in Permitted Investments as directed by Joint Written Instructions from the Buyer Representative and the Sellers' Representative. Such Joint Written Instructions may be delivered at any time and from time to time, and shall remain in effect until superseded by subsequent Joint Written Instr

Section 3.2 — Permitted Investments. "Permitted Investments" shall mean any of the following: (a) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, in each case maturing within ninety (90) days of the date of acquisition thereof; (b) Money market funds that are registered under the Investment Compan

Section 3.3 — Investment Earnings. All interest, dividends, gains, and other income earned on the Escrow Fund (collectively, "Investment Earnings") shall be added to and become part of the Escrow Fund and shall be distributed in accordance with Article IV and Article V of this Agreement. For the avoidance of doubt, Investment Earnings shall be subject to the same claims, distributions, and release provisions as the o

Section 3.4 — Tax Reporting. (a) For United States federal and applicable state and local income tax purposes, the parties agree that the Sellers shall be treated as the owners of the Escrow Fund (including all Investment Earnings thereon) in proportion to their respective Pro Rata Shares (Eberhardt: 55%; Messina: 45%). The parties shall not take any position on any tax return or filing that is inconsistent with the

Section 3.5 — Investment Risk. The Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with this Agreement or in accordance with Joint Written Instructions received from the parties, including, without limitation, any losses arising from market fluctuations, changes in interest rates, the default or insolvency of any issuer or depository inst

ARTICLE IV — CLAIMS PROCEDURES

Section 4.1 — Claim Certificate. At any time prior to the final distribution of the Escrow Fund pursuant to Article V, the Buyer Representative may deliver to the Escrow Agent and the Sellers' Representative a Claim Certificate setting forth: (a) a statement that Buyer believes it is entitled to indemnification under the Merger Agreement; (b) the specific section(s) of the Merger Agreement under which indemnification

Section 4.2 — Objection Notice. Within thirty (30) calendar days after receipt by the Sellers' Representative of a Claim Certificate (the "Objection Period"), the Sellers' Representative may deliver to the Escrow Agent and the Buyer Representative an Objection Notice setting forth: (a) the specific basis for the Sellers' Representative's objection to all or any portion of the Claim Certificate, including a reasonably

Section 4.3 — Distribution of Undisputed Amounts. Promptly, and in any event within five (5) Business Days, following: (a) the expiration of the Objection Period without delivery of an Objection Notice by the Sellers' Representative (in which case the entire Claimed Amount shall be deemed an Undisputed Amount); or (b) delivery of an Objection Notice by the Sellers' Representative specifying an Undisputed Amount, the

Section 4.4 — Resolution of Disputed Amounts. (a) Any Disputed Amount shall remain in the Escrow Fund pending resolution in accordance with this Section 4.4. The Buyer Representative and the Sellers' Representative shall negotiate in good faith and use commercially reasonable efforts to resolve any Disputed Amount within thirty (30) calendar days following delivery of the applicable Objection Notice (the "Negotiation

Section 4.5 — Indemnification Thresholds. Consistent with the indemnification provisions of the Merger Agreement, the following limitations shall apply to claims against the Escrow Fund: (a) De Minimis Threshold. No individual claim for indemnification shall be made against the Escrow Fund unless the amount of such individual claim equals or exceeds Fifteen Thousand Dollars ($15,000) (the "De Minimis Threshold"). Ind

Section 4.6 — Third-Party Claims. With respect to any Claim Certificate that arises from or relates to a Third-Party Claim, the procedures and rights relating to the defense, settlement, compromise, and cooperation with respect to such Third-Party Claim shall be governed exclusively by the applicable provisions of the Merger Agreement. The Escrow Agent shall have no obligation to participate in the defense or settlem

Section 4.7 — Special Indemnities; Fraud. Consistent with the terms of the Merger Agreement, the parties acknowledge and agree that claims arising from: (i) pre-closing tax liabilities of the Company or the Sellers; (ii) breaches of the Fundamental Representations (which, pursuant to the Merger Agreement, survive for a period of thirty-six (36) months from the Closing Date); and (iii) fraud or intentional misrepresen

ARTICLE V — RELEASE AND DISTRIBUTION OF ESCROW FUND

Section 5.1 — Scheduled Release. On the Escrow Release Date (November 27, 2025, which is eighteen (18) months after the Closing Date), subject to Section 5.2, the Escrow Agent shall distribute to the Sellers the entire remaining balance of the Escrow Fund (including all Investment Earnings thereon), by wire transfer of immediately available funds to the accounts designated by the Sellers' Representative in writing to

Section 5.2 — Reserve for Pending Claims. Notwithstanding Section 5.1, if as of the Escrow Release Date there are any Pending Claims (i.e., Claim Certificates that have been delivered to the Escrow Agent and the Sellers' Representative but as to which the Claimed Amounts, or any portions thereof, have not been finally resolved in accordance with Article IV), the Escrow Agent shall retain in the Escrow Account an amou

Section 5.3 — Final Distribution. Promptly upon the final resolution of the last remaining Pending Claim in accordance with Article IV, the Escrow Agent shall distribute any remaining balance of the Escrow Fund (including all Investment Earnings thereon) to the Sellers in their respective Pro Rata Shares, by wire transfer of immediately available funds to the accounts designated by the Sellers' Representative. Upon t

Section 5.4 — No Distribution in Excess of Escrow Fund. In no event shall the Escrow Agent be required or obligated to distribute, pay, or otherwise disburse amounts in excess of the balance of the Escrow Fund at the time of any distribution. If the aggregate amount of distributions required to be made by the Escrow Agent under this Agreement at any time exceeds the then-current balance of the Escrow Fund, the Escrow

Section 6.1 — Duties and Responsibilities. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent acts hereunder solely as a stakeholder and depositary and shall have no duties or obligations other than those specifically set forth herein. Without limiting the generality of the foregoing, the Escrow Agent shall not be deemed a trustee, fiduciary, or agen

Section 6.2 — Reliance. The Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, instrument, certificate, request, direction, or other document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed, presented, or delivered by the proper party or parties. The Escrow Agent may assum

Section 6.3 — Limitation of Liability. The Escrow Agent shall not be liable for any act or omission in connection with this Agreement or the Escrow Fund, except to the extent that such act or omission constitutes the Escrow Agent's own gross negligence, willful misconduct, or fraud, as finally determined by a court of competent jurisdiction. In no event shall the Escrow Agent be liable for any indirect, incidental, c

Section 6.4 — Interpleader. If at any time the Escrow Agent is uncertain as to its duties or rights under this Agreement, or receives conflicting instructions, claims, or demands from the parties hereto (or any of them), the Escrow Agent shall be entitled, in its sole and absolute discretion, to: (a) refrain from taking any action (other than to continue to hold the Escrow Fund in the Escrow Account) until it receive

Section 6.5 — Resignation or Removal. (a) Resignation. The Escrow Agent may resign at any time upon thirty (30) days' prior written notice to the Buyer Representative and the Sellers' Representative. Such resignation shall take effect upon the appointment of a successor escrow agent and the delivery of the Escrow Fund to such successor, or upon such later date as may be specified in the notice of resignation. (b) Rem

Section 6.6 — Successor Escrow Agent. Any successor escrow agent appointed pursuant to Section 6.5 shall execute a written instrument accepting its appointment and assuming all duties and obligations of the Escrow Agent under this Agreement. Upon such acceptance, the successor escrow agent shall be bound by all terms and conditions of this Agreement as if it were an original party hereto, and the predecessor Escrow A

ARTICLE VII — FEES AND EXPENSES OF ESCROW AGENT

Section 7.1 — Escrow Administration Fee. The parties shall pay to the Escrow Agent an annual administration fee of Three Thousand Five Hundred Dollars ($3,500), payable in advance on the Closing Date and on each anniversary thereof during the term of this Agreement. The initial annual fee of Three Thousand Five Hundred Dollars ($3,500) shall be payable on the Closing Date. If this Agreement terminates on a date other

Section 7.2 — Allocation of Fees. Unless otherwise agreed by the parties in writing, the escrow administration fee described in Section 7.1 shall be borne equally by Buyer (fifty percent (50%)) and the Sellers (fifty percent (50%)). The Sellers' portion of the escrow administration fee shall be allocated between the Sellers in accordance with their respective Pro Rata Shares, as follows: (a) Eberhardt — fifty-five pe

Section 7.3 — Expenses. In addition to the annual administration fee, the Escrow Agent shall be entitled to reimbursement from the parties for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, (a) legal fees and expenses incurred in connection with any interpleader action, dispute reso

Section 7.4 — Payment from Escrow Fund. If Buyer and the Sellers fail to pay any fees or expenses due to the Escrow Agent under this Article VII within thirty (30) calendar days after the Escrow Agent's delivery of an invoice therefor, the Escrow Agent may, upon ten (10) Business Days' prior written notice to the Buyer Representative and the Sellers' Representative, deduct such unpaid amounts directly from the Escrow

ARTICLE VIII — INDEMNIFICATION OF ESCROW AGENT

Section 8.1 — Indemnification. Buyer and the Sellers, jointly and severally (with the Sellers' obligations allocated between Eberhardt and Messina in accordance with their respective Pro Rata Shares — Eberhardt: 55%; Messina: 45%), shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, members, managers, employees, agents, successors, and assigns (collectively, the "Escrow Agent Inde

Section 9.1 — Termination. This Agreement shall terminate upon the earliest to occur of: (a) the final distribution of the entire Escrow Fund in accordance with Article V hereof, including the distribution of any Reserve Amount following the resolution of all Pending Claims; and (b) the delivery of Joint Written Instructions from the Buyer Representative and the Sellers' Representative directing the Escrow Agent to d

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 — Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court sitting in the State of Delaware) for the purposes of any action, suit, or proceeding arising out of or re

Section 10.3 — Notices. 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 delivered: (a) upon personal delivery to the party to be notified; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service, with all charges prepaid or bil

Section 10.4 — Entire Agreement. This Agreement, together with the Merger Agreement and the ancillary agreements, documents, certificates, and instruments referred to therein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, commitments, understandings, and arrangements, whet

Section 10.5 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by Buyer, the Sellers' Representative, and the Escrow Agent. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such waiver is sought. No waiver by any pa

Section 10.6 — Assignment. No party hereto may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other parties hereto; provided, however, that Buyer may assign its rights (but not its obligations) under this Agreement to any direct or indirect wholly owned subsidiary of Buyer or to any successor by merger, consolidation, or a

Section 10.7 — Survival. The provisions of Section 6.3 (Limitation of Liability), Section 8.1 (Indemnification of Escrow Agent), this Section 10.7, and any other provision of this Agreement that by its nature or express terms is intended to survive the termination of this Agreement shall survive the termination of this Agreement and the final distribution of the Escrow Fund indefinitely (or, with respect to claims un

Section 10.8 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile, PDF, or other electronic transmission (including via Brightwater Software, Ashford Health IT, or similar electronic signature platfo

Section 10.9 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any jurisdiction, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall

Section 10.10 — No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, remedy, or claim of any kind whatsoever under or by reason of this Agreement. Without limiting the generality

Section 10.11 — Sellers' Representative. (a) Jonah Eberhardt is hereby irrevocably appointed as the Sellers' Representative, with full power and authority to act on behalf of both Sellers in all matters arising under or in connection with this Agreement, including, without limitation: (i) the delivery, receipt, and review of all Claim Certificates, Objection Notices, Joint Written Instructions, and any other notices,