Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of Texas are authorized or required by applicable Law to be closed for regular banking business. "Buyer" means Brightfield Cloud Services Inc., a Delaware corporation, and its successors and pe

Section 1.2 Terms Defined in Merger Agreement. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement.

Section 1.3 Rules of Construction. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Sch

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Establishment of Escrow Account. (a) The Escrow Agent hereby agrees to establish and maintain a segregated escrow account designated as account number LSTC-ESC-2023-004417 at Lone Star Trust Company, N.A., located at 500 West 5th Street, Suite 800, Austin, Texas 78701 (the "Escrow Account"). The Escrow Account shall be maintained by the Escrow Agent in the name of "Lone Star Trust Company, N.A., as Escrow

Section 2.2 Deposit of Escrow Amount. (a) On the Closing Date, Buyer shall cause Two Million Two Hundred Thousand Dollars ($2,200,000) to be deposited by wire transfer of immediately available funds into the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit B attached hereto. Such deposit may be effected through Pinnacle National Bank, N.A. (acting as paying agent for the Merger) o

Section 2.3 Escrow Fund as Security. (a) The Escrow Fund shall secure the indemnification obligations of the Former Stockholders (as Indemnifying Parties) under Article IX of the Merger Agreement, subject to and in accordance with the terms and conditions thereof, including the Indemnification Cap of Seven Million Seven Hundred Thousand Dollars ($7,700,000), representing thirty-five percent (35%) of the aggregate mer

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 Investment Direction. (a) The Escrow Agent shall invest and reinvest the Escrow Fund, including all interest and earnings thereon, in Permitted Investments as directed in writing by the Stockholder Representative. Any such written investment direction shall specify the particular Permitted Investment(s) in which the Escrow Fund (or any designated portion thereof) shall be invested. (b) In the absence of w

Section 3.2 Permitted Investments. As used in this Agreement, "Permitted Investments" means 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 with maturities not exceeding one hundred eighty (180) days from the date of acquisition thereof; (b) Money market mutu

Section 3.3 Tax Treatment of Earnings. (a) All interest, earnings, income, and other proceeds generated on or with respect to the Escrow Fund (collectively, "Escrow Earnings") shall be treated for United States federal, state, and local income tax purposes as income of the Former Stockholders. Escrow Earnings shall be allocated among the Former Stockholders on a pro rata basis in accordance with their respective perc

Section 3.4 Losses on Investments. The Escrow Agent shall not be liable for any decline in value, loss of principal, or diminution in the Escrow Fund resulting from any Permitted Investment made in accordance with this Article III. The Parties acknowledge that investments in Permitted Investments are subject to market risk and that the Escrow Agent provides no guarantee of any rate of return on, or the preservation o

ARTICLE IV — CLAIMS AGAINST THE ESCROW FUND

Section 4.1 Claim Notice. (a) At any time prior to the Escrow Release Date, Buyer may deliver a Claim Notice to the Escrow Agent and the Stockholder Representative asserting a claim for indemnification against the Escrow Fund. Notwithstanding the foregoing, with respect to any Disputed Claim or Pending Claim that has been asserted by Buyer prior to the Escrow Release Date, Buyer may continue to pursue such claim and

Section 4.2 Objection Notice. (a) The Stockholder Representative shall have thirty (30) calendar days following receipt of a Claim Notice (the "Objection Period") within which to deliver an Objection Notice to Buyer and the Escrow Agent disputing, in whole or in part, the claim(s) set forth in such Claim Notice. (b) Each Objection Notice shall set forth in reasonable detail: (i) the specific basis for the Stockholder

Section 4.3 Resolution of Disputed Claims. (a) If the Stockholder Representative timely delivers an Objection Notice in accordance with Section 4.2, the disputed portion of the claim shall constitute a Disputed Claim. (b) Upon the occurrence of a Disputed Claim, Buyer and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) calendar days following the date of delivery of the Object

Section 4.4 Payment of Resolved Claims. (a) Promptly upon receipt of either (i) a Joint Written Direction signed by both Buyer and the Stockholder Representative, or (ii) a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction, the Escrow Agent shall distribute the amount specified therein from the Escrow Fund to Buyer (or to such other Person as may be specified in such Joi

ARTICLE V — RELEASE OF ESCROW FUND

Section 5.1 Scheduled Release. (a) On the Escrow Release Date (January 22, 2025), which is eighteen (18) months after the Closing Date, the Escrow Agent shall release to the Stockholder Representative the entire then-remaining balance of the Escrow Fund, less the Retained Amount (if any) determined in accordance with Section 5.2 of this Agreement. Such release shall be made by wire transfer of immediately available f

Section 5.2 Retained Amount for Pending Claims. (a) If, as of the Escrow Release Date, any Claim Notice has been delivered by Buyer for which the claim remains unresolved (whether as a Disputed Claim or otherwise) and constitutes a Pending Claim, the Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate claimed amounts of all such Pending Claims (the "Retained Amount"). The Escrow Agent sha

Section 5.3 Early Release. At any time prior to the Escrow Release Date, Buyer and the Stockholder Representative may, by Joint Written Direction, instruct the Escrow Agent to release all or any portion of the Escrow Fund to the Stockholder Representative (for distribution to the Former Stockholders) or to Buyer, as specified in such Joint Written Direction. The Escrow Agent shall comply with any such Joint Written D

Section 5.4 Manner of Release. All releases and distributions from the Escrow Fund under this Article V (and under Article IV) shall be made by wire transfer of immediately available funds to the account(s) designated in writing by the receiving Party in accordance with the wire transfer instructions set forth in Exhibit B hereto (or as otherwise specified in a Joint Written Direction or court order). Each Party shal

Section 6.1 Duties and Responsibilities. (a) The Escrow Agent's duties and responsibilities under this Agreement are limited solely to those expressly set forth herein and are ministerial and administrative in nature. The Escrow Agent shall not be deemed to be a fiduciary of any Party, any Former Stockholder, or any other Person, and shall have no duties or obligations other than those expressly set forth in this Agr

Section 6.2 Reliance. (a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument furnished to it hereunder that it believes in good faith to be genuine and to have been signed, presented, or delivered by the appropriate Person. The Escrow Agent shall not

Section 6.3 Limitation of Liability. (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment that Losses suffered by a Party were proximately caused by the Escrow Agent's own gross negligence, willful misconduct, o

Section 6.4 Indemnification of Escrow Agent. (a) Buyer and the Stockholder Representative (on behalf of the Former Stockholders), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, damages, costs, and ex

Section 6.5 Compensation of Escrow Agent. (a) Buyer shall pay all fees, charges, and expenses of the Escrow Agent in connection with the performance of its duties and obligations under this Agreement, in accordance with the fee schedule attached hereto as Exhibit A. (b) Fees shall be invoiced annually in advance, and all other charges and expenses shall be invoiced as incurred. Buyer shall pay each invoice within thi

Section 6.6 Resignation and Removal. (a) The Escrow Agent may resign from its duties and obligations hereunder at any time by delivering thirty (30) days' prior written notice to Buyer and the Stockholder Representative. Such resignation shall take effect upon the expiration of such thirty (30)-day notice period or upon the earlier appointment of, and transfer of the Escrow Fund to, a successor escrow agent. (b) The

Section 6.7 Interpleader. If at any time the Escrow Agent receives conflicting instructions, demands, or notices from the Parties, or if there is any dispute or uncertainty as to whom the Escrow Fund (or any portion thereof) should be delivered, the Escrow Agent may, in its sole and absolute discretion: (a) refrain from taking any action (other than continuing to hold and invest the Escrow Fund in accordance with thi

Section 6.8 Escrow Agent Contact. All notices, instructions, and other communications to the Escrow Agent under this Agreement shall be directed to: Lone Star Trust Company, N.A. 500 West 5th Street, Suite 800 Austin, Texas 78701 Attention: Reginald Huang, Vice President — Escrow Services Telephone: (512) 555-0147 Email: rhuang@lonestartrust.com or to such other address, facsimile number, or email address as the Escr

ARTICLE VII — STOCKHOLDER REPRESENTATIVE

Section 7.1 Appointment and Authority. (a) Naveen Subramaniam, in his capacity as Stockholder Representative, has been duly appointed by the Former Stockholders pursuant to Section 11.15 of the Merger Agreement and the Written Consent of Stockholders dated June 9, 2023, to serve as the representative, agent, and attorney-in-fact of all Former Stockholders with respect to all matters arising under or in connection wit

Section 7.2 Exculpation. The Stockholder Representative shall not be liable to any Former Stockholder for any action taken or omitted to be taken by the Stockholder Representative in good faith and in the reasonable belief that such action or omission is in the best interests of the Former Stockholders as a group, except to the extent that a court of competent jurisdiction determines by final, non-appealable judgment

Section 7.3 Successor Stockholder Representative. (a) If the Stockholder Representative is unable or unwilling to continue to serve in such capacity (whether by reason of death, disability, resignation, or any other cause), a successor Stockholder Representative shall be appointed by the Former Stockholders holding a majority of the aggregate Escrow Amount attributable to them (calculated based on their respective pr

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 Notices. All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered by: (a) personal delivery; (b) certified mail, return receipt requested, postage prepaid; (c) nationally recognized overnight courier service (with tracking capability); or (d) email transmission (with confirmation of receipt),

Section 8.2 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (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 8.3 Jurisdiction and Venue. (a) Any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, and each Party her

Section 8.4 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT ACTION, SUIT, OR PROCEEDING. EACH PARTY CERTIFIES A

Section 8.5 Amendments and Waivers. (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by Buyer, the Stockholder Representative, and the Escrow Agent. No amendment to this Agreement shall be effective or binding upon any Party unless and until such written instrument has been executed by all three Parties. (b) No waiver of any term, provision, or condition of

Section 8.6 Entire Agreement. This Agreement, together with the Merger Agreement, the Exhibits and Schedules hereto and thereto, and the other documents and instruments delivered in connection herewith and therewith, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, commitments, understandings, a

Section 8.7 Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. (b) No Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other Parties; provided, however, that

Section 8.8 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, 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. Upon such determination that any term, provision, c

Section 8.9 Counterparts; Electronic Signatures. (a) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. (b) Execution and delivery of this Agreement by facsimile, portable document format (PDF), or other electronic means (including via Brightwater Software or similar electronic signa

Section 8.10 Third-Party Beneficiaries. (a) The Former Stockholders are intended third-party beneficiaries of Section 5.1 (Scheduled Release) and Section 5.2 (Retained Amount for Pending Claims) of this Agreement, and shall have the right to enforce the provisions of such Sections directly against the Escrow Agent (to the extent the Stockholder Representative fails to act on their behalf); provided, however, that the

Section 8.11 Relationship to Merger Agreement. (a) This Agreement is entered into in connection with, and pursuant to the requirements of, the Merger Agreement. In the event of any conflict, inconsistency, or ambiguity between any term or provision of this Agreement and any term or provision of the Merger Agreement, the terms and provisions of the Merger Agreement shall control and govern, and the applicable provisio

Section 8.12 Termination. (a) This Agreement shall terminate upon the later of: (i) the Escrow Release Date (January 22, 2025); and (ii) the final resolution and distribution of all Pending Claims and the complete disbursement of the entire Escrow Fund; provided, however, that the provisions of Section 6.3 (Limitation of Liability), Section 6.4 (Indemnification of Escrow Agent), Section 8.2 (Governing Law), Section 8

1. Annual Administration Fee The initial annual administration fee shall be due and payable upon execution of this Agreement. Thereafter, the annual administration fee shall be invoiced on each anniversary of the Closing Date and shall be payable within thirty (30) days of the date of invoice.

3. Extraordinary Services Fee Extraordinary services fees shall be invoiced monthly in arrears and shall be payable within thirty (30) days of the date of invoice.

5. Out-of-Pocket Expenses The Escrow Agent shall be entitled to reimbursement of all reasonable out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, postage, courier charges, document reproduction, and similar expenses. All out-of-pocket expenses shall be invoiced monthly in arrears and shall be payable within thirty (30) days of the dat

6. Fee Adjustments The Escrow Agent reserves the right to adjust the foregoing fees on an annual basis, effective on each anniversary of the Closing Date, upon not less than sixty (60) days' prior written notice to Buyer. Any such adjustment shall not exceed five percent (5%) of the then-current fee in any single year. EXHIBIT B WIRE TRANSFER INSTRUCTIONS

1. Escrow Agent Deposit Instructions (for Initial Deposit of Escrow Amount) Bank: Lone Star Trust Company, N.A. Address: 500 West 5th Street, Suite 800, Austin, Texas 78701 Account Name: LSTC Escrow — BCS/C