Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Source Code Escrow Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 13.6. "Beneficiary" means Meridian National Bank, National Association, a national banking associa

Section 1.2 — Interpretation Terms defined in the MSA and not otherwise defined in this Agreement shall have the meanings ascribed to them in the MSA. All references in this Agreement to Articles, Sections, Exhibits, and Schedules are to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise expressly stated. The headings of Articles, Sections, and Exhibits are for convenience of re

ARTICLE 2 — DEPOSIT OF ESCROW MATERIALS

Section 2.1 — Initial Deposit Within thirty (30) days following the date of execution of this Agreement, Depositor shall deliver to Escrow Agent the initial Escrow Materials, which shall include all items listed in Exhibit A (Escrow Materials Description) hereto. The initial Escrow Materials shall be delivered in machine-readable format on encrypted media or via secure electronic transfer, in accordance with Section

Section 2.2 — Form and Media of Deposit All Escrow Materials shall be delivered in industry-standard formats that are commonly used in the software development industry and that are compatible with widely available tools and platforms. Source code shall be delivered in its native programming language format, and all documentation shall be delivered in commonly used file formats (e.g., PDF, Markdown, Microsoft Word, o

Section 2.3 — Quarterly Update Deposits Following the initial deposit, Depositor shall deliver updated Escrow Materials to Escrow Agent on a quarterly basis, which shall mean no less frequently than once every ninety (90) calendar days, calculated from the date of the preceding deposit. Each Update Deposit shall include all modifications, enhancements, patches, bug fixes, new versions, new modules, and updates to the

Section 2.4 — Depositor's Representations Regarding Escrow Materials Depositor represents and warrants to Beneficiary and Escrow Agent, as of the date of each deposit of Escrow Materials (including the initial deposit and each Update Deposit), that: (a) the Escrow Materials constitute the complete and current source code and related materials necessary to compile, build, and operate the SkyComply™ platform, including

Section 2.5 — Ownership of Escrow Materials The deposit of Escrow Materials with Escrow Agent pursuant to this Agreement does not transfer, assign, convey, or grant any intellectual property rights whatsoever to Beneficiary or Escrow Agent. Depositor retains all right, title, and interest in and to the Escrow Materials, including all copyrights, patent rights, trade secret rights, and other intellectual property righ

ARTICLE 3 — ESCROW AGENT'S DUTIES AND OBLIGATIONS

Section 3.1 — Safekeeping Escrow Agent shall store the Escrow Materials in a secure, environmentally controlled facility that is designed to protect against unauthorized access, theft, fire, flood, and other hazards. Escrow Agent's facility shall be equipped with access controls, intrusion detection systems, climate control systems, and fire suppression systems appropriate for the storage of sensitive technology mate

Section 3.2 — Segregation Escrow Agent shall maintain the Escrow Materials in a segregated account identified by Escrow Agreement Number SCE-2025-04417. The Escrow Materials deposited hereunder shall not be commingled with the materials, property, or assets of any other depositor, client, or party. Escrow Agent shall maintain clear and unambiguous identification of the Escrow Materials as belonging to the escrow acco

Section 3.3 — Inventory and Records Escrow Agent shall maintain an accurate and complete written inventory of all Escrow Materials received under this Agreement, including the dates of receipt, a description of the materials and media received, and a reference to the Deposit Notification accompanying each deposit. Escrow Agent shall update such inventory promptly upon receipt of each initial deposit and Update Deposi

Section 3.4 — Limited Duties The Parties acknowledge and agree that Escrow Agent acts solely as a custodian of the Escrow Materials and performs a ministerial function in connection with the holding and release thereof. Escrow Agent has no obligation to review, test, verify, evaluate, or assess the Escrow Materials or to determine whether the Escrow Materials are complete, accurate, functional, or otherwise conform t

Section 4.1 — Beneficiary's Verification Rights Beneficiary may, at its sole expense (subject to Section 4.3 with respect to the reimbursement of costs upon discovery of a material deficiency), request that Escrow Agent engage a qualified independent technical expert, mutually acceptable to Depositor and Beneficiary (such acceptance not to be unreasonably withheld, conditioned, or delayed), to verify the Escrow Mater

Section 4.2 — Verification Procedure Beneficiary shall provide written notice to both Escrow Agent and Depositor of a Verification request at least twenty (20) business days in advance of the proposed commencement date of the Verification. The notice shall identify the scope of the Verification requested and, if applicable, the identity of the proposed independent technical expert. Depositor shall cooperate reasonabl

Section 4.3 — Verification Costs All costs and expenses of the Verification, including the fees and expenses of the independent technical expert, travel costs, and any facility charges imposed by Escrow Agent, shall be borne by Beneficiary. Notwithstanding the foregoing, if a Verification reveals a material deficiency in the Escrow Materials — that is, if the deposited materials are insufficient to compile, build, or

Section 4.4 — Depositor's Cure Obligation If any Verification reveals a deficiency in the Escrow Materials, whether material or otherwise, Depositor shall promptly deposit corrected or supplemented Escrow Materials with Escrow Agent to remedy such deficiency. Each such corrective deposit shall be accompanied by an updated Deposit Notification identifying the deficiency that has been addressed and confirming the compl

ARTICLE 5 — RELEASE OF ESCROW MATERIALS

Section 5.1 — Release Conditions Escrow Agent shall release the Escrow Materials to Beneficiary upon Escrow Agent's receipt of a written notice from Beneficiary (a "Release Request"), substantially in the form attached hereto as Exhibit C, certifying that one or more of the following Release Conditions has occurred: (a) Insolvency Event. Depositor: (i) files a voluntary petition in bankruptcy or for reorganization un

Section 5.2 — Release Procedure Upon receipt of a Release Request from Beneficiary, Escrow Agent shall promptly, and in any event within two (2) business days following receipt thereof, deliver a copy of the Release Request to Depositor at the address specified in Article 12. Depositor shall have ten (10) business days from the date of receipt of the Release Request (as determined in accordance with Section 12.2) to

Section 5.3 — Dispute Resolution for Release If Depositor delivers a timely Objection Notice pursuant to Section 5.2, the following dispute resolution procedure shall apply: (a) Negotiation. The Parties shall first attempt to resolve the dispute by direct negotiation among senior representatives of Depositor and Beneficiary for a period of fifteen (15) business days following delivery of the Objection Notice (the "Ne

Section 5.4 — Effect of Release Upon the release of the Escrow Materials to Beneficiary pursuant to this Article 5, Beneficiary shall have, and Depositor hereby grants to Beneficiary (effective upon and contingent upon such release), a non-exclusive, non-transferable, perpetual, irrevocable, fully paid-up license to use, reproduce, modify, compile, and create derivative works of the Escrow Materials solely for the pu

Section 5.5 — Confidentiality of Escrow Materials Post-Release Escrow Materials released to Beneficiary pursuant to this Article 5 shall be treated as Confidential Information of Depositor under the confidentiality provisions of the MSA. Beneficiary shall protect the Escrow Materials using at least the same degree of care that Beneficiary uses to protect its own most sensitive confidential and proprietary information

Section 6.1 — Annual Escrow Fee The annual escrow fee for the services of Escrow Agent under this Agreement shall be Thirteen Thousand Dollars ($13,000.00) per year (the "Annual Fee"). The Annual Fee shall be shared equally between Depositor and Beneficiary, with each Party responsible for Six Thousand Five Hundred Dollars ($6,500.00) per year. The first Annual Fee shall be due and payable within thirty (30) days fol

Section 6.2 — Additional Fees Any additional services requested by either Depositor or Beneficiary that are not included in the standard escrow administration services covered by the Annual Fee — including, without limitation, expedited release processing, preparation of additional media copies, special handling or shipping of physical media, coordination of Verification activities (excluding the fees of the independ

Section 6.3 — Late Payments Fees not paid by either Depositor or Beneficiary within thirty (30) days of the applicable due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full. If any fees owed by either Party remain unpaid for more than sixty (60)

ARTICLE 7 — TERM AND TERMINATION

Section 7.1 — Term This Agreement shall commence on the Effective Date and shall continue in effect for the duration of the MSA, including any renewal terms thereof. The MSA has an initial term of five (5) years commencing on the Platform Go-Live Date of March 1, 2026, with up to two (2) successive one-year automatic renewal terms, and the MSA (and, accordingly, this Agreement) shall expire no later than February 28,

Section 7.2 — Early Termination This Agreement may be terminated prior to the expiration of its term as follows: (a) Mutual Consent. This Agreement may be terminated at any time by the mutual written consent of all three Parties. (b) Termination by Beneficiary. Beneficiary may terminate this Agreement upon thirty (30) days' prior written notice to Depositor and Escrow Agent. Upon such termination by Beneficiary, Bene

Section 7.3 — Effect of Termination Upon the termination or expiration of this Agreement (other than by reason of a release of Escrow Materials to Beneficiary pursuant to Article 5), Escrow Agent shall, at Depositor's written instruction (which instruction shall be delivered within thirty (30) days following termination or expiration): (a) return the Escrow Materials to Depositor by the delivery method specified in D

ARTICLE 8 — LIMITATION OF LIABILITY

Section 8.1 — Escrow Agent's Liability ESCROW AGENT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO ESCROW AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL ESCROW AGENT BE LIABLE T

Section 8.2 — Inter-Party Liability (Depositor and Beneficiary) As between Depositor and Beneficiary, any liability arising under or in connection with this Agreement (including any claim for breach of the representations and warranties set forth in Section 2.4 or Article 11) shall be governed by the liability provisions of the MSA, including without limitation the aggregate liability cap, the data security super-cap

Section 9.1 — Indemnification of Escrow Agent Depositor and Beneficiary, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and representatives from and against any and all third-party claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising

Section 9.2 — Indemnification Between Depositor and Beneficiary Indemnification obligations as between Depositor and Beneficiary (including without limitation obligations relating to intellectual property infringement, data breaches, regulatory claims, and third-party claims) are governed exclusively by the MSA and are not modified, expanded, or otherwise affected by this Agreement.

Section 10.1 — Escrow Agent Confidentiality Obligations Escrow Agent shall treat the Escrow Materials and all information regarding the contents thereof, including all Deposit Notifications, Release Requests, Objection Notices, Verification reports, and any other information received in connection with the performance of its obligations under this Agreement, as strictly confidential. Escrow Agent shall implement and

Section 10.2 — Confidentiality Among the Parties The confidentiality obligations as between Depositor and Beneficiary with respect to information exchanged under or in connection with this Agreement are governed by the confidentiality provisions of the MSA. In the event of any conflict between the confidentiality provisions of this Agreement and those of the MSA as between Depositor and Beneficiary, the more restrict

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

Section 11.1 — Mutual Representations Each Party represents and warrants to the other Parties that, as of the Effective Date: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization or charter, and has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery, and p

Section 11.2 — Depositor Representations In addition to the representations and warranties set forth in Section 11.1 and Section 2.4, Depositor represents and warrants to Beneficiary and Escrow Agent that, as of the Effective Date and as of the date of each deposit of Escrow Materials hereunder: (a) the Escrow Materials deposited and to be deposited with Escrow Agent hereunder are and will be the complete and current

Section 11.3 — Escrow Agent Representations Escrow Agent represents and warrants to Depositor and Beneficiary that, as of the Effective Date: (a) it has the facilities, personnel, experience, and capability necessary to perform the escrow services described in this Agreement in a professional and workmanlike manner; (b) its facilities meet or exceed industry standards for the secure storage of technology escrow mater

Section 12.1 — Notice Requirements All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the applicable Party at the address set forth below (or at such other address as such Party may designate from time to time by written notice to the other Parties in accordance with this Article 12) by any of the follo

Section 12.2 — Effectiveness of Notice Notices shall be deemed effective and received as follows: (a) if delivered by personal delivery, on the date of delivery; (b) if sent by nationally recognized overnight courier service, on the next business day following deposit with the courier; (c) if sent by certified United States mail, return receipt requested, on the fifth (5th) business day following deposit in the mail;

ARTICLE 13 — GENERAL PROVISIONS

Section 13.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles or any choice of law rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 13.2 — Dispute Resolution (Non-Release Disputes) Disputes arising under or in connection with this Agreement, other than disputes regarding the release of Escrow Materials, which are governed exclusively by Section 5.3, shall be subject to the dispute resolution provisions of the MSA, including mandatory executive escalation, sixty (60) day JAMS-administered mediation, and litigation in state or federal court

Section 13.3 — Relationship to the MSA This Agreement is ancillary to and entered into in connection with the MSA. In the event of a conflict or inconsistency between the provisions of this Agreement and the provisions of the MSA, the MSA shall control and prevail, except with respect to the specific escrow-related provisions contained herein (including the provisions regarding deposit, verification, release, and Esc

Section 13.4 — Assignment Neither Depositor nor Beneficiary may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other Party and Escrow Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Depositor or Beneficiary may assign this Agreement without the other Party's consent (but with prior w

Section 13.5 — Entire Agreement This Agreement, together with the MSA and the exhibits attached hereto (Exhibit A, Exhibit B, and Exhibit C), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to the escrow of source code a

Section 13.6 — Amendment This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of all three Parties. No oral amendment, modification, or waiver shall be effective.

Section 13.7 — Waiver No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against which enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any r

Section 13.8 — Severability If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid, ille

Section 13.9 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic transmission (including Brightwater Software, Ashford Health IT, or similar electronic signature platforms) shall be deemed original signatures and shall be