TECHNOLOGY ESCROW AGREEMENT
DRAFT — Subject to Review and Approval of All Parties
Associated with Amended and Restated Enterprise License Agreement No. MDS-ELA-2026-01192
Dated as of [●], 2026
by and among
OPTIWAVE SEMICONDUCTOR CORP. (Beneficiary)
MERIDIAN DESIGN SYSTEMS, INC. (Depositor)
IRON VAULT ESCROW SERVICES, INC. (Escrow Agent)
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TECHNOLOGY ESCROW AGREEMENT
This Technology Escrow Agreement (this "Escrow Agreement") is entered into as of [●], 2026 (the "Escrow Effective Date"), by and among:
Optiwave Semiconductor Corp., a Delaware corporation, with its principal place of business at 4850 Great America Parkway, Suite 300, Santa Clara, California 95054 (the "Beneficiary");
Meridian Design Systems, Inc., a Delaware corporation, with its principal place of business at 2700 Orchard Parkway, San Jose, California 95134 (the "Depositor"); and
Iron Vault Escrow Services, Inc., a Delaware corporation, with its principal office at 1700 Lincoln Street, Suite 2100, Denver, Colorado 80203 (the "Escrow Agent").
Each of the Beneficiary, the Depositor, and the Escrow Agent is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Depositor and Beneficiary are parties to that certain Amended and Restated Enterprise License Agreement No. MDS-ELA-2026-01192, effective as of February 1, 2026 (the "License Agreement"), which amends and restates the Original Enterprise License Agreement No. MDS-ELA-2023-00487, dated February 1, 2023, between Depositor and Beneficiary;
WHEREAS, under the License Agreement, Depositor licenses to Beneficiary certain proprietary electronic design automation ("EDA") software tools, including Meridian Marlowe Asset Management™ (digital IC design suite), Meridian SignalForge™ (signal integrity analysis tool), Meridian VerifyPro™ (formal verification tool), Meridian AnalogEdge™ (analog/mixed-signal design tool), and Meridian PhotonX™ (silicon photonics design kit integration) (collectively, the "Licensed Software"), and the Licensed Software is critical to Beneficiary's ongoing semiconductor design and development operations;
WHEREAS, the License Agreement contemplates that the Depositor shall deposit certain source code materials and related documentation for the Licensed Software with an independent escrow agent for the benefit of Beneficiary, in order to provide Beneficiary with access to such materials upon the occurrence of certain specified events;
WHEREAS, the Escrow Agent is in the business of providing technology escrow services and has agreed to serve as the escrow agent hereunder, subject to the terms and conditions of this Escrow Agreement; and
WHEREAS, the Parties wish to establish procedures for the deposit, verification, maintenance, update, and conditional release of the Escrow Materials (as defined herein) in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Escrow Agreement, the following terms shall have the meanings set forth below:
"Beneficiary" means Optiwave Semiconductor Corp., a Delaware corporation, and its permitted successors and assigns.
"Build Instructions" means written documentation sufficient to enable a reasonably skilled software engineer, having general familiarity with the programming languages and development environments used in the Licensed Software but no prior specific knowledge of the Licensed Software's internal architecture, to compile, build, link, and deploy the Source Code into functioning executable copies of the Licensed Software. Build Instructions shall include, without limitation, identification of all required compilers and compiler versions, configuration files, build scripts, makefiles, container definitions, environment specifications (including operating system version, hardware platform requirements, and required environment variables), third-party library references (including version numbers and download or access locations), and step-by-step procedural instructions for completing a full build of each Licensed Software product.
"Depositor" means Meridian Design Systems, Inc., a Delaware corporation, and its permitted successors and assigns.
"Deposit Materials" or "Escrow Materials" means, collectively, the Source Code, Build Instructions, technical documentation, and all updates, supplements, corrections, and replacements thereof deposited with the Escrow Agent hereunder, including the Initial Deposit and all Update Deposits.
"Escrow Account" means the account established and maintained by the Escrow Agent for the purpose of holding, securing, and administering the Deposit Materials in accordance with the terms of this Escrow Agreement.
"Escrow Agent" means Iron Vault Escrow Services, Inc., a Delaware corporation, and any duly appointed successor escrow agent.
"Initial Deposit" means the first deposit of Escrow Materials to be made by Depositor within thirty (30) days after the Escrow Effective Date, as more fully described in Section 3.1.
"License Agreement" means the Amended and Restated Enterprise License Agreement No. MDS-ELA-2026-01192, effective as of February 1, 2026, between the Beneficiary and the Depositor, as the same may be amended, supplemented, or modified from time to time in accordance with its terms.
"Licensed Software" means Meridian Marlowe Asset Management™, Meridian SignalForge™, Meridian VerifyPro™, Meridian AnalogEdge™, and Meridian PhotonX™, as licensed to Beneficiary under the License Agreement, including all updates, patches, maintenance releases, and new versions thereof provided to Beneficiary during the term of the License Agreement.
"Release Conditions" means the conditions set forth in Section 5.1 of this Escrow Agreement, the occurrence of any one of which shall trigger the release of the Deposit Materials to the Beneficiary in accordance with Article 5.
"Source Code" means the human-readable source code for each module and component of the Licensed Software, in the programming language(s) in which it was written, including all comments, annotations, inline documentation, revision history, version control metadata, header files, interface definitions, and all associated files necessary for the compilation, linking, and building of the Licensed Software into executable object code.
"Update Deposit" means any supplemental, replacement, or incremental deposit of Escrow Materials made by Depositor following the Initial Deposit, pursuant to Section 3.3.
"Verification" means the process described in Article 4 for confirming the completeness, accuracy, and functionality of the Deposit Materials held by the Escrow Agent.
Section 1.2 — Interpretation
The following rules of interpretation shall apply to this Escrow Agreement:
(a) References to "Articles," "Sections," "Exhibits," and "Schedules" are to the articles, sections, exhibits, and schedules of this Escrow Agreement, unless the context otherwise requires.
(b) The headings of Articles, Sections, and other subdivisions of this Escrow Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Escrow Agreement.
(c) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) Words in the singular shall include the plural and vice versa, and words in one gender shall include all genders, as the context requires.
(e) The words "herein," "hereof," "hereunder," and words of similar import refer to this Escrow Agreement as a whole, including all Exhibits, and not to any particular provision of this Escrow Agreement.
(f) Terms defined in the License Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.
(g) References to "days" mean calendar days unless "business days" is expressly specified. "Business days" means days other than Saturdays, Sundays, and federal holidays observed in the United States.
(h) References to any law, statute, regulation, or rule shall include all amendments thereto and all successor provisions and regulations promulgated thereunder.
ARTICLE 2 — APPOINTMENT OF ESCROW AGENT
Section 2.1 — Appointment
The Depositor and the Beneficiary hereby jointly appoint Iron Vault Escrow Services, Inc. as the Escrow Agent under this Escrow Agreement, and the Escrow Agent hereby accepts such appointment, subject to and in accordance with the terms, conditions, and limitations set forth herein. The Escrow Agent shall act as a neutral, independent custodian of the Deposit Materials and shall have no ownership interest in, license to, or other right with respect to the Deposit Materials, except the limited right to possess and hold the Deposit Materials for the purposes expressly set forth in this Escrow Agreement. The Escrow Agent's acceptance of this appointment is contingent upon the timely payment of fees as set forth in Article 8.
Section 2.2 — Escrow Agent's Role
(a) The Escrow Agent's duties and obligations shall be limited solely and exclusively to those expressly set forth in this Escrow Agreement. The Escrow Agent shall not be required to take any action or exercise any discretion not expressly contemplated herein.
(b) The Escrow Agent is not a party to the License Agreement and shall have no obligations, duties, or liabilities arising under or in connection with the License Agreement. The Escrow Agent shall have no responsibility to monitor, interpret, or enforce the License Agreement or to determine whether any party to the License Agreement is in compliance with its terms.
(c) The Escrow Agent shall not be deemed a trustee or fiduciary of any Party, except to the limited extent expressly provided in this Escrow Agreement with respect to the safekeeping of the Deposit Materials. Nothing in this Escrow Agreement shall be construed to create a trust, partnership, joint venture, or agency relationship among the Parties, except as expressly set forth herein.
(d) The Escrow Agent may rely conclusively, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, request, certificate, opinion, or other document that the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper person or persons. The Escrow Agent shall have no duty or obligation to investigate, verify, or otherwise inquire into the truth, accuracy, or completeness of any statement, representation, or factual assertion contained in any such notice, instruction, or other communication.
(e) The Escrow Agent may consult with legal counsel of its own choosing at any time and shall not be liable for any action taken, suffered, or omitted in good faith in accordance with the advice of such counsel.
Section 2.3 — Successor Escrow Agent
(a) The Escrow Agent may resign at any time by giving not less than ninety (90) days' prior written notice to the Depositor and the Beneficiary. The Depositor and the Beneficiary may jointly remove the Escrow Agent at any time by giving not less than sixty (60) days' prior written notice to the Escrow Agent.
(b) In the event of the Escrow Agent's resignation or removal, the Depositor and the Beneficiary shall use commercially reasonable efforts to jointly appoint a successor escrow agent within sixty (60) days after the effective date of such resignation or removal. The successor escrow agent shall be a reputable, nationally recognized technology escrow service provider and shall agree in writing to be bound by the terms and conditions of this Escrow Agreement (or a substantially similar replacement agreement acceptable to the Depositor and the Beneficiary).
(c) Upon appointment of a successor escrow agent, the outgoing Escrow Agent shall, at the direction and expense of the Depositor and the Beneficiary, transfer and deliver all Deposit Materials to the successor escrow agent in a secure manner, accompanied by a written inventory of all materials transferred.
(d) Until a successor escrow agent has been duly appointed and has received the Deposit Materials, the outgoing Escrow Agent shall continue to hold the Deposit Materials in accordance with the terms of this Escrow Agreement, and its rights, duties, and obligations hereunder shall continue in full force and effect.
(e) If the Depositor and the Beneficiary fail to appoint a successor escrow agent within sixty (60) days after the effective date of the Escrow Agent's resignation or removal, the outgoing Escrow Agent may deposit the Deposit Materials with a court of competent jurisdiction in the State of Colorado and shall thereupon be discharged from all further duties and obligations under this Escrow Agreement.
ARTICLE 3 — DEPOSIT OBLIGATIONS
Section 3.1 — Initial Deposit
(a) Within thirty (30) days after the Escrow Effective Date, the Depositor shall deliver the Initial Deposit to the Escrow Agent. The Initial Deposit shall include the following materials for each of the five Licensed Software products (Meridian Marlowe Asset Management™, Meridian SignalForge™, Meridian VerifyPro™, Meridian AnalogEdge™, and Meridian PhotonX™):
(i) Source Code. Complete Source Code for the version of each Licensed Software product that is the then-current production version licensed to Beneficiary under the License Agreement as of the Escrow Effective Date, including all modules, libraries, sub-components, scripts, header files, and interface definitions.
(ii) Build Instructions. Complete Build Instructions for each Licensed Software product, including all information necessary to compile, link, and build the Source Code into executable object code in a clean development environment.
(iii) Technical Documentation. Technical documentation for each Licensed Software product, including software architecture documents, system design specifications, API specifications, database schemas, data dictionaries, user interface design documents, and any other internal design documentation maintained by Depositor in the ordinary course of its software development activities.
(iv) Third-Party Component Inventory. A complete and accurate list of all third-party software components, libraries, tools, and frameworks incorporated in or required for the compilation or operation of each Licensed Software product, including for each such component: (A) the name and publisher of the component; (B) the version number; (C) a description of the applicable license terms (e.g., open-source license type or commercial license reference); and (D) the manner in which the component is used or integrated within the Licensed Software.
(v) Media and Format. The Initial Deposit shall be delivered on encrypted physical media (e.g., encrypted USB drives or encrypted optical media) and/or via secure electronic transfer (e.g., SFTP or other encrypted file transfer protocol), in each case in accordance with the Escrow Agent's then-current standard procedures for accepting deposits. The specific media format and transfer method shall be coordinated between the Depositor and the Escrow Agent prior to the Initial Deposit.
(b) The Initial Deposit shall be accompanied by a written transmittal letter from an authorized representative of the Depositor, identifying the materials included in the deposit, the version number of each Licensed Software product, and the date of the deposit. The Depositor shall deliver a copy of such transmittal letter to the Beneficiary concurrently with the delivery of the Initial Deposit to the Escrow Agent.
(c) The specific Licensed Software products and versions subject to the Initial Deposit are described in further detail in Exhibit A attached hereto.
Section 3.2 — Deposit Confirmation
(a) Upon receipt of the Initial Deposit or any Update Deposit, the Escrow Agent shall conduct a preliminary intake review to confirm that the materials received correspond to the transmittal letter provided by the Depositor. Such intake review shall consist of a review of file directories and naming conventions and shall not constitute a Verification under Article 4.
(b) Within five (5) business days after receipt of any deposit, the Escrow Agent shall provide written confirmation of receipt (a "Deposit Confirmation") to both the Depositor and the Beneficiary. Each Deposit Confirmation shall include: (i) the date on which the deposit was received; (ii) an inventory of the materials received, including file names, directory structures, and aggregate file sizes; (iii) the media type on which the materials were received or the electronic transfer method used; and (iv) a unique deposit reference number assigned by the Escrow Agent for tracking purposes.
(c) The Escrow Agent shall store all Deposit Materials in a secure, environmentally controlled facility that maintains appropriate temperature, humidity, and air quality controls for the preservation of electronic media. The facility shall employ appropriate physical access controls, including restricted entry, access logging, video surveillance, and multi-factor authentication for entry to secured storage areas. The Escrow Agent shall maintain the Deposit Materials in a manner designed to prevent unauthorized access, loss, damage, or deterioration.
(d) The Escrow Agent shall maintain a complete and accurate record of all deposits received, including date, contents, media type, and deposit reference number, and shall make such records available to the Depositor and Beneficiary upon reasonable request.
Section 3.3 — Update Deposits
(a) The Depositor shall deliver Update Deposits to the Escrow Agent within thirty (30) days following each major release, update, upgrade, patch, or new version of any Licensed Software product that is delivered to the Beneficiary under the License Agreement. For purposes of this Section 3.3, a "major release" includes any release that involves a change to the major or minor version number (e.g., from version 5.2 to version 5.3, or from version 5.x to version 6.0) and any release that materially alters the functionality, architecture, or interface of the Licensed Software.
(b) Regardless of whether a major release has occurred, the Depositor shall deliver Update Deposits no less frequently than once every six (6) months during the term of this Escrow Agreement. Each such Update Deposit shall reflect the then-current production version of each Licensed Software product as licensed to the Beneficiary.
(c) Each Update Deposit shall include: (i) updated Source Code for all Licensed Software products that have been modified since the prior deposit; (ii) updated Build Instructions reflecting any changes to the build process, development environment, or third-party dependencies since the prior deposit; (iii) updated technical documentation reflecting all material changes to the Licensed Software since the prior deposit; and (iv) an updated third-party component inventory reflecting any additions, removals, or version changes to third-party components since the prior deposit.
(d) Each Update Deposit may be delivered as either a complete replacement of all previously deposited materials or as an incremental supplement that, together with previously deposited materials, constitutes a complete set of Deposit Materials. In either case, the Depositor's transmittal letter shall clearly indicate whether the Update Deposit is a full replacement or an incremental supplement and shall specify the relationship between the Update Deposit and prior deposits.
(e) The Escrow Agent shall provide confirmation of each Update Deposit in accordance with the procedures set forth in Section 3.2.
Section 3.4 — Depositor Representations Regarding Deposit Materials
The Depositor represents and warrants to the Beneficiary and the Escrow Agent, as of the date of each deposit (including the Initial Deposit and each Update Deposit), that:
(a) The Deposit Materials deposited constitute the complete and accurate source code for the Licensed Software as delivered to the Beneficiary under the License Agreement, and no material portion of the Source Code has been omitted, altered, or redacted from the deposited materials.
(b) The Build Instructions included in the Deposit Materials are sufficient for a reasonably qualified software engineer, having general familiarity with the relevant programming languages and development environments, to compile the Source Code into executable object code that is substantially equivalent in functionality to the production version of the Licensed Software then provided to the Beneficiary under the License Agreement.
(c) The Depositor has the full right, power, and authority to deposit the Deposit Materials with the Escrow Agent hereunder, and such deposit does not violate, infringe, or misappropriate any patent, copyright, trade secret, or other intellectual property right of any third party, and does not breach or conflict with any agreement, obligation, or restriction to which the Depositor is a party or by which it is bound.
(d) The Deposit Materials, at the time of deposit, are free of any known viruses, Trojan horses, worms, malware, ransomware, time bombs, back doors, or other disabling code or mechanisms that could impair, damage, or interfere with the compilation, operation, or functionality of the Licensed Software or any systems on which the Licensed Software is compiled or executed.
(e) The third-party component inventory included in the Deposit Materials is complete and accurate and identifies all third-party software components, libraries, and tools that are incorporated in or required for the compilation or operation of the Licensed Software.
Section 3.5 — Beneficiary's Right to Request Deposit Confirmation
(a) The Beneficiary may, no more than once per calendar year, submit a written request to the Escrow Agent for confirmation that the Depositor has complied with its deposit and update obligations under this Article 3. Such request shall specify the information sought and shall be delivered to the Escrow Agent with a copy to the Depositor.
(b) Within ten (10) business days after receipt of such request, the Escrow Agent shall provide a written response to the Beneficiary (with a copy to the Depositor) confirming: (i) the date of the most recent deposit; (ii) the deposit reference number and general description of the materials on file; and (iii) whether, based on the Escrow Agent's records, the Depositor has delivered deposits in accordance with the frequency requirements of Section 3.3(b).
(c) The Escrow Agent's response under this Section 3.5 shall be based solely on the Escrow Agent's records and shall not constitute a Verification of the completeness, accuracy, or functionality of the Deposit Materials.
ARTICLE 4 — VERIFICATION PROCEDURES
Section 4.1 — Initial Verification
(a) Within sixty (60) days after the Escrow Agent's receipt of the Initial Deposit, the Beneficiary may submit a written request to the Escrow Agent for a Verification of the Deposit Materials (a "Verification Request"). The Beneficiary shall deliver a copy of any Verification Request to the Depositor simultaneously with delivery to the Escrow Agent.
(b) Verification shall be performed by the Escrow Agent using qualified technical personnel employed or retained by the Escrow Agent. At the Escrow Agent's discretion, the Escrow Agent may engage a qualified independent technical contractor to perform all or any portion of the Verification, provided that any such contractor shall be bound by confidentiality obligations at least as protective as those set forth in Article 6 prior to being granted access to any Deposit Materials.
(c) The Verification shall include the following procedures:
(i) Completeness Check. A review of the Deposit Materials to confirm that the deposit includes Source Code, Build Instructions, technical documentation, and a third-party component inventory for each of the five Licensed Software products (Meridian Marlowe Asset Management™, Meridian SignalForge™, Meridian VerifyPro™, Meridian AnalogEdge™, and Meridian PhotonX™). The completeness check shall confirm that the file directories, naming conventions, and organizational structure of the deposited materials are consistent with the transmittal letter and the descriptions provided by the Depositor.
(ii) Build Verification. An attempt to compile the Source Code using the Build Instructions in a clean development environment that is configured in accordance with the specifications set forth in the Build Instructions. The purpose of the build verification is to confirm that the Source Code, when compiled in accordance with the Build Instructions, produces functioning executable object code that can be launched and operated. The build verification shall be performed for each of the five Licensed Software products.
(iii) Comparison. A comparison of the compiled executables produced during the build verification with the production version of the Licensed Software (to the extent that the Beneficiary provides or makes available a copy of the production executables for comparison purposes) to confirm that the compiled executables are substantially consistent in functionality and behavior with the production version of the Licensed Software. This comparison is intended to be a reasonable functional comparison and shall not require exhaustive regression testing of all features and functions.
(d) The Verification shall be conducted at the Escrow Agent's facilities or at another secure location designated by the Escrow Agent. The Escrow Agent shall take all reasonable precautions to ensure that the Deposit Materials are not disclosed to, or accessed by, any unauthorized person during the Verification process.
Section 4.2 — Verification Report
(a) Within fifteen (15) business days after the completion of the Verification, the Escrow Agent shall deliver a written verification report (the "Verification Report") to both the Depositor and the Beneficiary.
(b) The Verification Report shall include: (i) a description of the scope of the Verification performed; (ii) the results of the completeness check, including a pass/fail determination for each Licensed Software product and identification of any missing or incomplete materials; (iii) the results of the build verification, including a pass/fail determination for each Licensed Software product and identification of any errors, failures, or issues encountered during the build process; (iv) the results of the comparison (to the extent performed), including a pass/fail determination for each Licensed Software product and identification of any material discrepancies between the compiled executables and the production version; and (v) a summary of any deficiencies identified and recommendations for remediation.
(c) The Verification Report shall be treated as Confidential Information of the Depositor and shall be subject to the confidentiality obligations set forth in Article 6 and the License Agreement.
Section 4.3 — Cure of Deficiencies
(a) If the Verification reveals any deficiency in the Deposit Materials (including missing Source Code files, incomplete Build Instructions, build errors, or material discrepancies between the compiled executables and the production version), the Depositor shall cure such deficiency by delivering corrected, supplemented, or replaced materials to the Escrow Agent within thirty (30) days after the Depositor's receipt of the Verification Report.
(b) The Depositor's delivery of corrected or supplemented materials shall be treated as an Update Deposit and shall be subject to the confirmation procedures set forth in Section 3.2.
(c) Following the Depositor's delivery of corrected or supplemented materials, the Beneficiary may submit a written request for re-verification of the corrected materials, and such re-verification shall be conducted in accordance with the same procedures set forth in Sections 4.1 and 4.2. The cost of any such re-verification required due to deficiencies in the original Deposit Materials shall be borne by the Depositor in accordance with Section 8.2.
(d) If the Depositor fails to cure any deficiency within the thirty (30) day cure period, the Beneficiary shall have the right to escalate the matter by providing written notice to the Depositor, and the Depositor shall use its best commercially reasonable efforts to complete the cure within an additional fifteen (15) days. Persistent failure to cure shall constitute a material breach of this Escrow Agreement.
Section 4.4 — Subsequent Verifications
(a) In addition to the initial Verification of the Initial Deposit, the Beneficiary may request Verification of Update Deposits no more than once per calendar year. Such subsequent Verifications shall follow the same procedures as set forth in Sections 4.1, 4.2, and 4.3.
(b) The cost of each subsequent annual Verification shall be allocated as set forth in Section 8.2.
(c) The Beneficiary's right to request subsequent Verifications shall not be construed to limit or impair the Beneficiary's right to request deposit confirmations under Section 3.5.
Section 4.5 — Depositor Cooperation
(a) The Depositor shall cooperate in good faith with the Escrow Agent during any Verification, including by providing reasonable access to the Depositor's technical personnel for the purpose of answering questions, clarifying Build Instructions, and resolving any issues encountered during the build verification process.
(b) The Depositor shall respond to reasonable requests for information from the Escrow Agent within five (5) business days after receipt of such requests. If the Depositor's cooperation is required to resolve a build failure or deficiency, the Depositor shall make its technical personnel available for telephone or video consultation within a reasonable time frame.
(c) The Depositor's obligation to cooperate under this Section 4.5 shall not require the Depositor to disclose any trade secrets or proprietary information beyond the Deposit Materials themselves, except to the extent such disclosure is reasonably necessary to enable the Escrow Agent to complete the Verification.
ARTICLE 5 — RELEASE CONDITIONS AND PROCEDURES
Section 5.1 — Release Conditions
The Escrow Agent shall release the Deposit Materials to the Beneficiary upon the occurrence and continuation of any one or more of the following events (each, a "Release Condition"):
(a) Insolvency of Depositor. The Depositor: (i) files a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") or any analogous state or foreign insolvency law; (ii) makes a general assignment for the benefit of its creditors; (iii) has an involuntary petition for relief filed against it under the Bankruptcy Code or any analogous state or foreign insolvency law that is not dismissed, stayed, or vacated within sixty (60) days after the date of filing; (iv) has a receiver, conservator, trustee, custodian, or similar officer appointed by a court of competent jurisdiction over all or substantially all of the Depositor's assets, and such appointment is not vacated or stayed within sixty (60) days; (v) becomes insolvent, as that term is defined under applicable law, including the inability to pay its debts as they become due in the ordinary course of business; or (vi) admits in writing its inability to pay its debts as they become due.
(b) Material Breach of the License Agreement. The Depositor commits a material breach of the License Agreement that remains uncured for a period of sixty (60) days following the Depositor's receipt of written notice of such breach from the Beneficiary to the Depositor, provided that such breach materially impairs the Beneficiary's ability to use the Licensed Software for its intended purposes under the License Agreement. Without limiting the foregoing, material breaches that may trigger release under this Section 5.1(b) include, by way of example: (i) the Depositor's failure to provide maintenance, support, or updates in accordance with the License Agreement for a period of sixty (60) days or more following demand; (ii) the Depositor's revocation, suspension, or material restriction of the Beneficiary's license rights in contravention of the License Agreement; or (iii) the Depositor's material failure to maintain the Licensed Software in a manner consistent with industry standards as required under the License Agreement.
(c) discontinuation of Product Line. The Depositor: (i) publicly announces (whether by press release, filing with the Securities and Exchange Commission, posting on the Depositor's website, or other public communication) the discontinuation, end-of-life, or cessation of active development and support for any of the Licensed Software products (Meridian Marlowe Asset Management™, Meridian SignalForge™, Meridian VerifyPro™, Meridian AnalogEdge™, or Meridian PhotonX™) during the term of the License Agreement; or (ii) provides written notice to the Beneficiary of such discontinuation, end-of-life, or cessation of active development and support; and in either case, such discontinuation would materially impair the Beneficiary's ability to use the affected Licensed Software product for its intended purposes. For the avoidance of doubt, the release under this Section 5.1(c) shall apply only to the Deposit Materials for the specific Licensed Software product(s) that are the subject of such discontinuation, unless the discontinuation of one or more products materially impairs the functionality or interoperability of the remaining Licensed Software products, in which case the release shall extend to all Deposit Materials.
(d) Mutual Agreement. The Depositor and the Beneficiary jointly instruct the Escrow Agent in writing to release all or a specified portion of the Deposit Materials to the Beneficiary.
Section 5.2 — Release Request Procedure
(a) To initiate a release of Deposit Materials, the Beneficiary shall submit a written release request (a "Release Request") to the Escrow Agent, substantially in the form attached hereto as Exhibit C. The Release Request shall: (i) identify the specific Release Condition(s) that have occurred, with reference to the applicable subsection(s) of Section 5.1; (ii) provide a reasonably detailed description of the facts and circumstances giving rise to the Release Condition(s); and (iii) attach such supporting documentation as is reasonably available to the Beneficiary, including copies of relevant notices, correspondence, public announcements, or court filings.
(b) Promptly upon receipt of a Release Request, and in no event later than two (2) business days after receipt, the Escrow Agent shall forward a complete copy of the Release Request and all accompanying documentation to the Depositor by overnight courier and email to the notice addresses specified in Article 12.
(c) The Escrow Agent shall not release any Deposit Materials upon receipt of a Release Request until the procedures set forth in Sections 5.3 and 5.4 have been completed, except in the case of a release pursuant to Section 5.1(d) (mutual agreement), in which case the Escrow Agent shall effect the release promptly following confirmation that the joint written instruction has been duly executed by authorized representatives of both the Depositor and the Beneficiary.
Section 5.3 — Depositor's Right to Contest
(a) The Depositor shall have fifteen (15) business days after receipt of the Release Request (the "Contest Period") to deliver a written objection to the Escrow Agent (with a copy to the Beneficiary) disputing that a Release Condition has occurred or is continuing. The Depositor's written objection shall set forth in reasonable detail the basis for its objection and shall include such supporting documentation as is reasonably available to the Depositor.
(b) If the Depositor delivers a timely written objection within the Contest Period, the Escrow Agent shall not release the Deposit Materials, and the dispute shall be resolved in accordance with Section 5.4.
(c) If the Depositor does not deliver a written objection to the Escrow Agent within the Contest Period, the Escrow Agent shall release the Deposit Materials to the Beneficiary within five (5) business days after the expiration of the Contest Period, in accordance with the procedures set forth in Section 5.5.
(d) For the avoidance of doubt, the Escrow Agent shall have no obligation or duty to evaluate the merits of any Release Request or any objection thereto. The Escrow Agent's sole obligation is to follow the procedural requirements set forth in this Article 5.
Section 5.4 — Dispute Resolution for Contested Release
(a) If the Depositor delivers a timely written objection to a Release Request in accordance with Section 5.3, the dispute regarding whether a Release Condition has occurred shall be submitted to binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services, Inc.) in Santa Clara County, California, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect.
(b) The arbitration shall be conducted before a single arbitrator selected in accordance with the JAMS rules. The arbitrator shall have experience in technology licensing and software industry disputes. The arbitrator's sole task shall be to determine whether one or more Release Conditions have occurred and are continuing as of the date of the Release Request.
(c) The arbitration proceedings shall be conducted on an expedited basis, and the arbitrator shall use best efforts to render a final award within sixty (60) days after the arbitrator's appointment.
(d) Pending the resolution of the arbitration, the Escrow Agent shall continue to hold the Deposit Materials in the Escrow Account and shall not release the Deposit Materials to any Party.
(e) If the arbitrator determines that a Release Condition has occurred and is continuing, the Escrow Agent shall release the Deposit Materials to the Beneficiary within five (5) business days after the Escrow Agent's receipt of a certified copy of the arbitrator's final award, in accordance with Section 5.5.
(f) If the arbitrator determines that no Release Condition has occurred, the Release Request shall be deemed denied, and the Escrow Agent shall continue to hold the Deposit Materials in accordance with this Escrow Agreement.
(g) The prevailing party in any arbitration under this Section 5.4 shall be entitled to recover its reasonable attorneys' fees and costs, as well as its share of the arbitration fees and expenses, from the non-prevailing party, as determined by the arbitrator in the final award.
Section 5.5 — Manner of Release
(a) Release of the Deposit Materials shall be made by delivery of a complete copy of the then-current Deposit Materials (including the most recent Initial Deposit or Update Deposit on file) to the Beneficiary. Release shall be effected via secure electronic transfer or encrypted physical media, at the Beneficiary's election, with the specific delivery method to be coordinated between the Escrow Agent and the Beneficiary.
(b) The Escrow Agent shall retain the original Deposit Materials in the Escrow Account after any release to the Beneficiary. That is, release shall be by copy and not by surrender of the original deposited materials, unless the Depositor and the Beneficiary jointly instruct the Escrow Agent otherwise in writing. The Escrow Agent's retention of the original materials following release shall not affect or diminish the Beneficiary's rights with respect to the released copies.
(c) Upon completion of the release, the Escrow Agent shall provide written confirmation of the release to both the Depositor and the Beneficiary, identifying the materials released, the date of release, and the method of delivery.
Section 5.6 — Scope of License Upon Release
(a) Upon the release of Deposit Materials to the Beneficiary pursuant to this Article 5, the Beneficiary shall automatically, and without further action by any Party, be granted a non-exclusive, non-transferable (except as set forth in Section 13.5), royalty-free license to use, reproduce, compile, modify, and create derivative works of the released Source Code and related Deposit Materials, solely for the following limited purposes: (i) maintaining, supporting, debugging, and operating the Licensed Software for the Beneficiary's internal business purposes; (ii) compiling the Source Code to create updated or corrected executable versions of the Licensed Software for the Beneficiary's internal use; and (iii) modifying the Source Code to the extent necessary to maintain compatibility with the Beneficiary's computing environment and to correct errors, bugs, or deficiencies in the Licensed Software.
(b) The license granted under Section 5.6(a) shall be subject to the following limitations and restrictions:
(i) The Beneficiary shall not use the released Deposit Materials to create derivative works for commercial distribution, licensing, sublicensing, or sale to any third party.
(ii) The Beneficiary shall not reverse-engineer, decompile, or disassemble any portion of the Licensed Software or the released Deposit Materials beyond the scope of the maintenance, support, and operational activities expressly permitted under Section 5.6(a).
(iii) The Beneficiary shall not disclose, distribute, or make available the released Deposit Materials to any third party, except to the Beneficiary's employees, consultants, and independent contractors who (A) have a bona fide need to access such materials in connection with the permitted purposes set forth in Section 5.6(a), and (B) are bound by written confidentiality and non-use obligations at least as protective as those set forth in this Escrow Agreement and the License Agreement.
(iv) The Beneficiary shall comply with all applicable confidentiality obligations set forth in the License Agreement and in Article 6 of this Escrow Agreement with respect to the released Deposit Materials.
(c) The license granted under this Section 5.6 shall survive the expiration or termination of the License Agreement for a period of three (3) years following such expiration or termination, solely to permit the Beneficiary to continue to operate the Licensed Software for its internal business purposes during the transition period and to migrate to alternative solutions. Upon the expiration of such three (3) year survival period, the Beneficiary shall cease all use of the released Deposit Materials and shall, at the Depositor's election, return or destroy all copies thereof (including any derivative works) and provide a written certification of such return or destruction.
(d) Nothing in this Section 5.6 shall be construed to limit or modify any intellectual property rights of the Depositor in the Licensed Software or the Deposit Materials. The Depositor shall retain all right, title, and interest in and to the Licensed Software, the Source Code, and all related intellectual property, subject only to the limited license granted to the Beneficiary hereunder.
ARTICLE 6 — CONFIDENTIALITY
Section 6.1 — Confidential Treatment
(a) All Deposit Materials deposited with the Escrow Agent hereunder constitute the trade secrets and Confidential Information of the Depositor. Each of the Beneficiary and the Escrow Agent acknowledges and agrees that the Deposit Materials contain highly proprietary and competitively sensitive information belonging to the Depositor and shall be treated with the highest degree of confidentiality.
(b) The Escrow Agent shall maintain the Deposit Materials in strict confidence and shall not disclose, copy, distribute, transmit, or permit access to any of the Deposit Materials, in whole or in part, to any person or entity except as expressly authorized by this Escrow Agreement. Without limiting the foregoing, the Escrow Agent shall not access, review, or use the Deposit Materials for any purpose other than the performance of its express obligations under this Escrow Agreement (including Verification under Article 4 and release under Article 5).
(c) The Beneficiary acknowledges and agrees that the Deposit Materials are proprietary to the Depositor and constitute trade secrets of the Depositor. The Beneficiary agrees that, upon any release of Deposit Materials pursuant to Article 5, the Beneficiary shall maintain the confidentiality of the released materials in accordance with the confidentiality provisions of the License Agreement and this Escrow Agreement. The Beneficiary shall not use any released materials for any purpose other than the limited purposes expressly authorized under Section 5.6.
(d) The obligations of confidentiality set forth in this Article 6 shall not apply to information that: (i) is or becomes publicly available through no fault or action of the receiving Party; (ii) was lawfully in the receiving Party's possession prior to disclosure hereunder, as evidenced by contemporaneous written records; or (iii) is required to be disclosed by order of a court of competent jurisdiction or governmental authority, provided that the disclosing Party provides prompt written notice to the Depositor (to the extent legally permissible) and cooperates with the Depositor in seeking a protective order or other appropriate remedy.
Section 6.2 — Escrow Agent Security Measures
(a) The Escrow Agent shall maintain commercially reasonable physical and electronic security controls for the storage, handling, and transmission of the Deposit Materials, consistent with industry best practices for technology escrow services. Such controls shall include, without limitation:
(i) Encryption of all Deposit Materials at rest using AES-256 encryption or equivalent industry-standard encryption;
(ii) Encryption of all Deposit Materials in transit using TLS 1.2 or higher, or equivalent industry-standard secure transmission protocols;
(iii) Access logging and audit trails for all access to, or actions taken with respect to, the Deposit Materials, including the identity of the person accessing the materials, the date and time of access, and the nature of the action taken;
(iv) Restricted physical access to the facility or facilities where the Deposit Materials are stored, including multi-factor authentication, biometric controls, and video surveillance;
(v) Logical access controls limiting access to the Deposit Materials to authorized Escrow Agent personnel on a need-to-know basis;
(vi) Regular security assessments and penetration testing of the Escrow Agent's systems and facilities, conducted at least annually; and
(vii) Maintenance of a disaster recovery and business continuity plan that includes offsite backup of the Deposit Materials in a geographically separate, secure location.
(b) The Escrow Agent shall maintain appropriate insurance coverage for loss, damage, or destruction of the Deposit Materials, including coverage for fire, flood, natural disaster, theft, and cyberattack. The Escrow Agent shall, upon request by the Depositor or the Beneficiary, provide a certificate of insurance evidencing such coverage.
(c) In the event of any actual or suspected security breach, unauthorized access, or loss or destruction of Deposit Materials, the Escrow Agent shall promptly (and in no event later than forty-eight (48) hours after discovery) notify the Depositor and the Beneficiary in writing, and shall take all reasonable steps to mitigate the effects of such breach, unauthorized access, loss, or destruction.
Section 6.3 — Return or Destruction
(a) Upon termination of this Escrow Agreement (other than a termination that follows or is concurrent with a release of Deposit Materials to the Beneficiary pursuant to Article 5), the Escrow Agent shall, at the Depositor's written direction, either: (i) return all Deposit Materials to the Depositor by secure delivery (at the Depositor's expense); or (ii) destroy all copies of the Deposit Materials in the Escrow Agent's possession and provide a written certificate of destruction to the Depositor and the Beneficiary, certifying that all copies of the Deposit Materials (including any backup copies) have been permanently destroyed in a manner that prevents recovery.
(b) If the Depositor does not provide written direction within thirty (30) days after the effective date of termination, the Escrow Agent shall destroy all Deposit Materials and provide a certificate of destruction as described in Section 6.3(a)(ii).
(c) The Escrow Agent's obligations under this Section 6.3 shall be subject to any continuing obligations under Article 5 with respect to pending Release Requests.
ARTICLE 7 — TERM AND TERMINATION
Section 7.1 — Term
This Escrow Agreement shall be effective as of the Escrow Effective Date and shall remain in full force and effect for the term of the License Agreement, which runs from February 1, 2026 through January 31, 2031 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 7. If the License Agreement is renewed, extended, or otherwise continued beyond January 31, 2031 (whether by automatic renewal, written amendment, or otherwise), this Escrow Agreement shall automatically extend for the same renewal or extension period, on the same terms and conditions, unless any Party provides written notice of non-renewal to the other Parties at least ninety (90) days prior to the then-current expiration date of this Escrow Agreement.
Section 7.2 — Termination by Mutual Agreement
This Escrow Agreement may be terminated at any time by the mutual written agreement of all three Parties. Any such termination shall be effective on the date specified in such written agreement, or if no date is specified, on the date the last Party signs such agreement.
Section 7.3 — Termination Upon Expiration or Termination of License Agreement
This Escrow Agreement shall terminate automatically, without further action by any Party, upon the expiration or termination of the License Agreement, subject to (a) the surviving obligations set forth in Section 7.5 and (b) the continuation of this Escrow Agreement to the extent necessary to complete any release procedures that are pending as of the date of expiration or termination of the License Agreement. For the avoidance of doubt, if a Release Request has been submitted and is pending at the time the License Agreement expires or terminates, this Escrow Agreement shall remain in effect until such Release Request has been fully resolved (including any arbitration under Section 5.4) and, if applicable, the release has been completed.
Section 7.4 — Termination for Cause
(a) If the Escrow Agent materially breaches any of its obligations under this Escrow Agreement and fails to cure such breach within sixty (60) days after receipt of written notice from the Depositor or the Beneficiary specifying the nature of the breach in reasonable detail, the non-breaching Party or Parties may terminate this Escrow Agreement upon written notice to the Escrow Agent.
(b) In the event of termination under this Section 7.4, the Depositor and the Beneficiary shall use commercially reasonable efforts to appoint a successor escrow agent in accordance with Section 2.3 and shall arrange for the orderly transfer of all Deposit Materials to such successor escrow agent.
(c) Termination under this Section 7.4 shall not relieve the Escrow Agent of liability for any breach occurring prior to the effective date of termination.
Section 7.5 — Survival
The following provisions shall survive the expiration or termination of this Escrow Agreement for any reason: Article 5 (Release Conditions and Procedures), to the extent a Release Request is pending or a Release Condition has occurred but release has not yet been completed; Article 6 (Confidentiality); Article 9 (Limitation of Escrow Agent Liability); Article 10 (Indemnification); Section 5.6 (Scope of License Upon Release), to the extent a release has occurred; Section 7.5 (Survival); Article 12 (Notices); and Section 13.1 (Governing Law) and Section 13.2 (Dispute Resolution). In addition, any other provisions of this Escrow Agreement that by their nature are intended to survive expiration or termination shall so survive.
ARTICLE 8 — FEES AND EXPENSES
Section 8.1 — Escrow Agent Fees
(a) Annual Maintenance Fee. The Depositor and the Beneficiary shall pay to the Escrow Agent an annual escrow maintenance fee (the "Annual Fee") in the amount set forth in Exhibit D attached hereto, payable annually in advance on each anniversary of the Escrow Effective Date. The first Annual Fee shall be payable on the Escrow Effective Date.
(b) Initial Setup Fee. The Depositor and the Beneficiary shall pay to the Escrow Agent a one-time initial setup fee in the amount set forth in Exhibit D, payable on the Escrow Effective Date.
(c) Update Deposit Processing Fee. The Depositor and the Beneficiary shall pay to the Escrow Agent a per-deposit processing fee for each Update Deposit received by the Escrow Agent, in the amount set forth in Exhibit D. Such fee shall be payable within thirty (30) days after the date of the applicable Update Deposit.
(d) All fees shall be payable in United States Dollars by wire transfer, ACH, or check, as directed by the Escrow Agent.
Section 8.2 — Verification Fees
(a) The costs and expenses of Verification (including any third-party technical contractor fees, facility costs, and reasonable out-of-pocket expenses incurred by the Escrow Agent) shall be borne by the Beneficiary with respect to: (i) the initial Verification conducted pursuant to Section 4.1, and (ii) any subsequent annual Verification conducted pursuant to Section 4.4.