EXHIBIT E TO OEM RESELLER AGREEMENT
THREE-PARTY SOURCE CODE ESCROW AGREEMENT
Dated as of February 20, 2026
This Three-Party Source Code Escrow Agreement (this "Agreement") is entered into as of February 20, 2026 (the "Effective Date"), by and among:
BRIGHTFIELD CLOUD SERVICES INC., a Delaware corporation with its principal office at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746 (the "Depositor");
VANTAGE INDUSTRIAL SOLUTIONS, LLC, a Delaware limited liability company with its principal office at 7755 Commerce Park Drive, Solon, OH 44139 (the "Beneficiary"); and
PINNACLE ESCROW SERVICES, INC., a Virginia corporation with its principal office at 2300 Clarendon Boulevard, Suite 410, Arlington, VA 22201 (the "Escrow Agent").
Depositor, Beneficiary, and Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement constitutes Exhibit E to that certain OEM Reseller Agreement dated as of February 20, 2026 (the "OEM Agreement"), by and between Depositor and Beneficiary. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the OEM Agreement.
RECITALS
WHEREAS, Depositor and Beneficiary have entered into that certain OEM Reseller Agreement dated as of February 20, 2026 (the "OEM Agreement"), pursuant to which Depositor has granted Beneficiary non-exclusive rights to embed, market, and resell the BrightEdge IoT Platform (consisting of the BrightEdge SaaS subscription software, the BrightEdge Edge Firmware, and BCS Model BE-400 and BE-600 sensor hardware modules) within the Territory of the United States and Canada;
WHEREAS, the OEM Agreement contemplates that Depositor will deposit certain source code materials related to the BrightEdge platform with an independent escrow agent for the benefit of Beneficiary, to be released only upon the occurrence of specified release conditions, thereby providing Beneficiary with reasonable assurance that it will have access to such source code materials in the event that Depositor is no longer able or willing to maintain and support the BrightEdge platform software;
WHEREAS, Depositor has selected Pinnacle Escrow Services, Inc. to serve as the escrow agent hereunder, and the escrow account shall be managed by Rafael Dominguez, Account Manager at Pinnacle Escrow Services, Inc.; and
WHEREAS, the Parties desire to set forth the terms and conditions governing the deposit, maintenance, verification, and conditional release of such source code materials.
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:
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ARTICLE 1 — DEFINITIONS
1.1 "Deposit Materials" shall mean: (a) the complete source code for the BrightEdge IoT Platform, version 4.2, including all modules comprising the SaaS analytics and dashboard application, the BrightEdge Edge Firmware, and all associated build scripts, configuration files, libraries, and documentation necessary to compile, build, and deploy the software in a manner consistent with the production environment; and (b) all subsequent updates, upgrades, patches, new versions, and modifications thereof deposited by Depositor from time to time in accordance with Article 3 of this Agreement. For the avoidance of doubt, the Deposit Materials shall include, without limitation, all first-party source code files, header files, makefiles, build automation scripts, database schemas, data migration scripts, API specifications, software architecture documentation, deployment guides, third-party library manifests (including version numbers and applicable license types), and any other materials reasonably necessary for a competent software engineer familiar with the relevant technology stack to compile, build, deploy, and operate the BrightEdge platform without reference to additional materials held solely by Depositor.
1.2 "Effective Date" shall mean the date of execution of this Agreement, which shall be co-terminus with the execution of the OEM Agreement.
1.3 "Escrow Account" shall mean the account established and maintained by Escrow Agent for the sole purpose of holding and safeguarding the Deposit Materials in accordance with the terms of this Agreement.
1.4 "OEM Agreement" shall mean the OEM Reseller Agreement dated as of February 20, 2026, by and between Depositor and Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
1.5 "Release Conditions" shall have the meaning set forth in Section 5.1 of this Agreement.
1.6 "Release Request" shall mean a written notice delivered by Beneficiary to Escrow Agent asserting the occurrence of one or more Release Conditions and requesting release of the Deposit Materials to Beneficiary in accordance with the procedures set forth in Section 5.3.
1.7 "Territory" shall mean the United States of America (including all fifty states, the District of Columbia, and all U.S. territories and possessions) and Canada, as defined and delimited in the OEM Agreement.
1.8 "Verification" shall mean the process described in Section 4.1 of this Agreement, pursuant to which an independent technical expert examines and tests the Deposit Materials to confirm their completeness, accuracy, and functionality.
1.9 Cross-References. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to them in the OEM Agreement. In the event of a conflict between a definition set forth in this Agreement and a definition set forth in the OEM Agreement, the definition set forth in this Agreement shall control with respect to the subject matter of this Agreement.
ARTICLE 2 — APPOINTMENT OF ESCROW AGENT
2.1 Appointment. Depositor and Beneficiary hereby jointly appoint Pinnacle Escrow Services, Inc. as the escrow agent under this Agreement to hold, safeguard, and, upon the occurrence of the applicable conditions set forth herein, release the Deposit Materials in accordance with the terms and conditions of this Agreement. Escrow Agent hereby accepts such appointment and agrees to perform its obligations hereunder in accordance with the terms and conditions set forth in this Agreement.
2.2 Escrow Agent Capacity. Escrow Agent acts solely in its capacity as a stakeholder and independent custodian of the Deposit Materials. Escrow Agent has no interest in the Deposit Materials, whether legal, equitable, or otherwise, and is not a party to the OEM Agreement. Escrow Agent shall have no obligation to review, interpret, or construe the terms of the OEM Agreement, and nothing in this Agreement shall be deemed to impose upon Escrow Agent any duties or obligations other than those expressly set forth herein. Escrow Agent shall not be deemed to be a fiduciary of either Depositor or Beneficiary, except as expressly set forth in this Agreement, and shall not be required to take any action that, in its reasonable judgment, would conflict with applicable law or expose Escrow Agent to personal liability.
2.3 Account Manager. Escrow Agent hereby designates Rafael Dominguez as the account manager responsible for the day-to-day administration of the Escrow Account established under this Agreement. Escrow Agent shall ensure that the designated account manager is available to respond to reasonable inquiries from Depositor and Beneficiary during normal business hours. In the event of a change in the designated account manager, whether due to resignation, reassignment, or otherwise, Escrow Agent shall provide written notice of such change to both Depositor and Beneficiary within ten (10) business days of the effective date of such change, identifying the successor account manager and providing appropriate contact information.
ARTICLE 3 — DEPOSIT OBLIGATIONS
3.1 Initial Deposit. Within thirty (30) calendar days following the Effective Date, Depositor shall deliver to Escrow Agent a complete copy of the Deposit Materials, consisting of the BrightEdge IoT Platform source code, version 4.2, together with all build instructions, compilation tools (or references thereto with version numbers), third-party library lists and corresponding licenses, database schemas, data migration scripts, API specifications, architecture diagrams, deployment guides, and all other technical documentation reasonably necessary for a competent software engineer to compile, build, deploy, and operate the BrightEdge platform without reference to additional materials held solely by Depositor. Depositor shall use reasonable efforts to ensure that the initial deposit is complete, accurate, and corresponds to the version of the BrightEdge platform then currently deployed in production or made available to Beneficiary under the OEM Agreement.
3.2 Format of Deposit. All Deposit Materials shall be delivered on encrypted media (such as encrypted USB drives, encrypted hard drives, or encrypted optical media) or via secure electronic transfer through a method mutually agreed upon by Depositor and Escrow Agent, in a commonly used and industry-standard format (such as ZIP, TAR, or GZ archives). Each deposit shall be clearly labeled with the deposit date, version number, and a brief description of the contents. Each deposit shall be accompanied by a completed Deposit Certification Form substantially in the form attached hereto as Schedule 1, executed by an authorized representative of Depositor. Depositor shall ensure that all encryption keys necessary to access the Deposit Materials are provided to Escrow Agent separately and securely at the time of delivery, and Escrow Agent shall safeguard such keys with the same degree of care as the Deposit Materials themselves.
3.3 Updated Deposits. Depositor shall deliver updated Deposit Materials to Escrow Agent within forty-five (45) calendar days following each major release, material update, or new version of the BrightEdge platform that is deployed in production or made available to Beneficiary under the OEM Agreement. For purposes of this Section 3.3, a "major release" shall include any release designated by Depositor with a new major or minor version number (e.g., version 4.3, 5.0), and a "material update" shall include any update that introduces new features, materially modifies existing functionality, or addresses critical security vulnerabilities. Each updated deposit shall include the full, current source code tree and updated documentation in its entirety, and not merely incremental changes, patches, or deltas from a prior deposit. Each updated deposit shall be accompanied by a new, completed Deposit Certification Form substantially in the form attached hereto as Schedule 1.
3.4 Confirmation of Receipt. Escrow Agent shall acknowledge receipt of each deposit in writing (which may be by electronic mail) to both Depositor and Beneficiary within five (5) business days of receipt. Such acknowledgment shall confirm the date of receipt, the type of media on which the Deposit Materials were received (or, if received via electronic transfer, the method of transfer), and the label and version description provided by Depositor. Escrow Agent's acknowledgment of receipt shall not constitute a verification of the completeness, accuracy, or functionality of the Deposit Materials, and Escrow Agent shall have no liability with respect to the contents of any deposit other than as expressly set forth in this Agreement.
3.5 Retention of Prior Deposits. Escrow Agent shall retain in the Escrow Account the most recent two (2) deposits received from Depositor. Upon receipt of a third deposit, Escrow Agent shall securely destroy the oldest deposit then held in the Escrow Account using industry-standard data destruction methods (including, without limitation, physical destruction of media or multi-pass data wiping for electronic storage) and shall confirm such destruction in writing to both Depositor and Beneficiary within ten (10) business days of the destruction. Escrow Agent shall maintain records of all deposits received and destroyed, including dates and version descriptions, for the duration of the Escrow Term and for a period of two (2) years thereafter.
ARTICLE 4 — VERIFICATION OF DEPOSIT MATERIALS
4.1 Verification Right. Beneficiary shall have the right, exercisable no more than once per calendar year, to request that Escrow Agent engage an independent technical expert (who shall be reasonably acceptable to all three Parties) to perform a verification of the Deposit Materials then held in the Escrow Account. The purpose of such verification shall be to confirm that: (a) the Deposit Materials are complete and correspond to the version description provided by Depositor in the applicable Deposit Certification Form; (b) the Deposit Materials can be compiled and built into functional, executable software using the tools, instructions, and documentation included with the Deposit Materials; and (c) the Deposit Materials are readable, intact, and not corrupted or damaged. Beneficiary shall initiate a verification by delivering a written request to Escrow Agent and Depositor. Within fifteen (15) business days of receipt of such request, Escrow Agent shall propose one or more independent technical experts for the Parties' consideration, and the Parties shall use good faith efforts to agree upon a qualified expert within fifteen (15) business days thereafter. The independent technical expert shall execute a confidentiality agreement reasonably satisfactory to Depositor before being granted access to the Deposit Materials.
4.2 Verification Cost. The cost of any verification requested by Beneficiary pursuant to Section 4.1, including the fees and expenses of the independent technical expert and any reasonable internal costs incurred by Escrow Agent in facilitating the verification, shall be borne by Beneficiary; provided, however, that if the verification reveals a material deficiency in the Deposit Materials (including, without limitation, missing source code files, incomplete build instructions, corrupted or unreadable media, or an inability to compile the Deposit Materials into functional software using the provided tools and instructions), then Depositor shall bear the full cost of such verification and shall promptly cure the identified deficiency by providing corrected and complete Deposit Materials to Escrow Agent within fifteen (15) business days following receipt of written notice of the deficiency from Escrow Agent or Beneficiary. Each corrected deposit shall be accompanied by a new, completed Deposit Certification Form.
4.3 Depositor Cooperation. Depositor shall cooperate reasonably with any verification conducted under this Article 4, including making available qualified technical personnel to answer questions regarding build procedures, compilation environments, third-party dependencies, and deployment configurations. Depositor shall not be required to disclose trade secrets, proprietary algorithms, or other confidential information beyond the scope of the Deposit Materials as defined in Section 1.1, and nothing in this Article 4 shall require Depositor to develop new documentation or tools not otherwise required to be included in the Deposit Materials. The independent technical expert shall conduct the verification at the premises of Escrow Agent or at another secure location mutually agreed upon by the Parties, and shall not remove the Deposit Materials from such location without the prior written consent of Depositor.
ARTICLE 5 — RELEASE CONDITIONS AND PROCEDURES
5.1 Release Conditions. Escrow Agent shall release the Deposit Materials to Beneficiary solely upon the occurrence and proper certification of one or more of the following events (each, a "Release Condition"):
(a) Cessation of Business Operations. Depositor ceases to conduct business operations as a going concern, whether voluntarily or involuntarily, and does not assign or transfer its rights and obligations under the OEM Agreement to a successor entity reasonably capable of performing Depositor's obligations thereunder within sixty (60) days of the date on which Depositor ceased to conduct business operations. For purposes of this Section 5.1(a), "ceasing to conduct business operations as a going concern" shall mean that Depositor has permanently shut down all material business operations, has no active employees or contractors engaged in the development, maintenance, or support of the BrightEdge platform, and is not actively seeking to resume operations or transfer its business to a successor entity.
(b) Bankruptcy or Insolvency. Depositor (i) files a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code") or any successor or analogous statute, whether federal, state, or foreign; (ii) has an involuntary petition for relief filed against it under the Bankruptcy Code or any successor or analogous statute that is not dismissed, stayed, or vacated within ninety (90) days of the date of filing; (iii) makes a general assignment for the benefit of creditors; or (iv) has a receiver, trustee, liquidator, or custodian appointed for substantially all of its assets, and such appointment is not vacated or stayed within ninety (90) days.
(c) Material Failure to Maintain or Support. Depositor materially fails to maintain or support the BrightEdge platform software as required under the terms of the OEM Agreement (including, without limitation, failures to provide required software updates, security patches, bug fixes, or technical support services) for a period of more than one hundred and twenty (120) consecutive days after Beneficiary has delivered written notice to Depositor specifying in reasonable detail the nature of such failure, and Depositor has failed to cure such failure within such 120-day period. For purposes of this Section 5.1(c), a failure shall be deemed "material" if it substantially impairs Beneficiary's ability to embed, market, resell, or support the BrightEdge platform as integrated into Beneficiary's products within the Territory in accordance with the OEM Agreement.
5.2 Exclusion of Change of Control. For the avoidance of doubt, a change of control of Depositor (whether by merger, consolidation, reorganization, acquisition, sale of all or substantially all of Depositor's assets, change in the majority ownership of Depositor's voting securities, or otherwise) shall not, in and of itself, constitute a Release Condition under this Agreement. Nothing in this Section 5.2 shall limit Beneficiary's rights under Section 5.1 in the event that a Release Condition independently occurs following or in connection with a change of control.
5.3 Release Request Procedure. The following procedures shall govern the submission and processing of any Release Request:
(a) Submission of Release Request. Beneficiary shall deliver a written Release Request to Escrow Agent, with a concurrent copy to Depositor delivered in accordance with Section 14.2, specifying in reasonable detail which Release Condition(s) Beneficiary asserts have occurred, the factual basis for such assertion, and attaching supporting evidence or documentation reasonably available to Beneficiary that substantiates the claimed occurrence of the Release Condition(s). The Release Request shall be signed by an authorized officer of Beneficiary and shall include a certification that Beneficiary believes in good faith that the stated Release Condition(s) have occurred.
(b) Notice to Depositor. Within five (5) business days of receipt of the Release Request, Escrow Agent shall transmit a copy of the Release Request to Depositor (to the extent not already received by Depositor pursuant to Section 5.3(a)) and shall notify Depositor in writing that a Release Request has been received and that Depositor has the right to object in accordance with Section 5.3(c).
(c) Objection Period. Depositor shall have fifteen (15) business days from the date of receipt of the Release Request notification from Escrow Agent (the "Objection Period") to deliver a written objection (a "Deposit Release Objection") to Escrow Agent, with a concurrent copy to Beneficiary, disputing the occurrence of the claimed Release Condition(s). The Deposit Release Objection shall set forth in reasonable detail the grounds for Depositor's objection and shall be accompanied by any supporting evidence or documentation reasonably available to Depositor.
5.4 Contested Release. In the event that Depositor delivers a timely Deposit Release Objection in accordance with Section 5.3(c), the following provisions shall apply:
(a) Escrow Agent shall not release the Deposit Materials and shall continue to hold the Deposit Materials in the Escrow Account in accordance with the terms of this Agreement pending resolution of the dispute. During such period, Escrow Agent shall have no obligation to investigate, adjudicate, or otherwise resolve the dispute between Depositor and Beneficiary.
(b) The dispute shall be resolved by any of the following means: (i) mutual written agreement of Depositor and Beneficiary, delivered to Escrow Agent and signed by authorized representatives of both Depositor and Beneficiary, instructing Escrow Agent either to release or to continue to hold the Deposit Materials; (ii) a final, non-appealable order or judgment of a court of competent jurisdiction in the State of Delaware directing Escrow Agent to release or to continue to hold the Deposit Materials; or (iii) a final arbitration award rendered in accordance with the dispute resolution provisions set forth in Article 10 of this Agreement, directing Escrow Agent to release or to continue to hold the Deposit Materials.
(c) Escrow Agent shall release or continue to hold the Deposit Materials in accordance with the outcome of such resolution, and shall be entitled to rely upon the written agreement, court order, or arbitration award, as applicable, without further investigation or inquiry. Escrow Agent shall not be liable to any Party for any delay in the release of the Deposit Materials resulting from a contested release proceeding.
5.5 Uncontested Release. If Depositor does not deliver a Deposit Release Objection within the Objection Period specified in Section 5.3(c), Escrow Agent shall release the Deposit Materials to Beneficiary within ten (10) business days following the expiration of the Objection Period. Escrow Agent shall provide written notice to Depositor confirming the release and the date on which the Deposit Materials were delivered to Beneficiary.
5.6 Manner of Release. Release of the Deposit Materials shall be made by delivering to Beneficiary a complete copy of the then-current Deposit Materials (i.e., the most recent deposit on file in the Escrow Account) on encrypted media or via secure electronic transfer, as directed by Beneficiary in writing. Escrow Agent shall use commercially reasonable efforts to effect the release promptly and shall coordinate with Beneficiary regarding the preferred method and logistics of delivery. The original Deposit Materials shall continue to be held by Escrow Agent in the Escrow Account following a release unless and until this Agreement is terminated in accordance with Article 11.
5.7 License Upon Release. Upon release of the Deposit Materials to Beneficiary in accordance with this Article 5, Beneficiary shall be deemed to hold a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Deposit Materials solely for the purpose of continuing to operate, maintain, and support the BrightEdge platform as integrated into Beneficiary's products within the Territory, and solely for the remaining term (if any) of the OEM Agreement or, if the OEM Agreement has been terminated or has expired, for a wind-down period not to exceed twelve (12) months from the date of release (the "Wind-Down Period"). During such Wind-Down Period, Beneficiary may use the Deposit Materials solely to the extent necessary to fulfill existing customer obligations and to transition its customers to alternative solutions, but shall not enter into new customer agreements that rely upon the BrightEdge platform. Beneficiary shall not use the Deposit Materials for any other purpose, including, without limitation, developing competing products, reverse engineering Depositor's proprietary technology beyond the scope of the license granted hereunder, or sublicensing, distributing, or otherwise making the Deposit Materials available to any third party (other than Beneficiary's employees and contractors who require access for the purposes described in this Section 5.7 and who are bound by written confidentiality obligations no less protective than those set forth in Article 7).
ARTICLE 6 — INTELLECTUAL PROPERTY RIGHTS
6.1 Ownership. Nothing in this Agreement shall be construed to transfer, assign, or convey any right, title, or interest in or to the Deposit Materials or any intellectual property embodied therein (including, without limitation, any patents, copyrights, trade secrets, or other proprietary rights) from Depositor to Beneficiary or Escrow Agent, except for the limited license described in Section 5.7 that becomes effective solely upon the occurrence of a Release Condition and the release of the Deposit Materials to Beneficiary in accordance with Article 5. As between Depositor and Beneficiary, Depositor shall retain all right, title, and interest in and to the Deposit Materials and all intellectual property rights therein. As between Depositor and Escrow Agent, Escrow Agent acknowledges that it acquires no rights in or to the Deposit Materials by virtue of its role as custodian hereunder.
6.2 Confidentiality of Deposit Materials. The Deposit Materials constitute the confidential and proprietary information and trade secrets of Depositor. Escrow Agent and Beneficiary (upon any release of the Deposit Materials) shall treat the Deposit Materials as Confidential Information of Depositor and shall protect the Deposit Materials in accordance with the confidentiality obligations set forth in Article 7 of this Agreement. Neither Escrow Agent nor Beneficiary shall disclose, publish, or otherwise make available any portion of the Deposit Materials to any third party except as expressly authorized under this Agreement.
6.3 No Reverse Engineering. Beneficiary shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from the compiled or executable versions of the BrightEdge platform except to the limited extent expressly permitted under Section 5.7 following a release of the Deposit Materials. Nothing in this Section 6.3 shall be construed to limit any rights that Beneficiary may have under applicable law that cannot be waived by contract, including any rights under 17 U.S.C. § 117 or analogous provisions of applicable law.
ARTICLE 7 — CONFIDENTIALITY
7.1 Obligations of Escrow Agent. Escrow Agent shall maintain the Deposit Materials in strict confidence and shall not disclose, copy, distribute, or provide access to the Deposit Materials to any person or entity other than as expressly authorized under this Agreement. Escrow Agent shall store the Deposit Materials in a secure facility with appropriate physical and electronic security controls, including, without limitation, restricted physical access, environmental controls (temperature and humidity management), intrusion detection systems, and encryption of digital storage media. Escrow Agent shall limit internal access to the Deposit Materials to those employees and authorized agents of Escrow Agent who have a need to access the Deposit Materials in order to perform Escrow Agent's obligations under this Agreement, each of whom shall be bound by written confidentiality obligations no less protective than those set forth in this Article 7. Escrow Agent shall promptly notify Depositor and Beneficiary in writing of any actual or suspected unauthorized access to, disclosure of, or breach involving the Deposit Materials.
7.2 Obligations of Beneficiary. Upon release of the Deposit Materials to Beneficiary in accordance with Article 5, Beneficiary shall restrict access to the Deposit Materials to those employees and contractors of Beneficiary who have a legitimate need to know for the purposes described in Section 5.7, each of whom shall be bound by written confidentiality obligations no less protective than those set forth in this Article 7 prior to being granted access. Beneficiary shall implement and maintain reasonable physical and electronic security measures to protect the Deposit Materials from unauthorized access, disclosure, copying, or destruction. Beneficiary shall not use the Deposit Materials for any purpose other than as expressly permitted under Section 5.7 and shall not disclose the contents of the Deposit Materials to any third party without the prior written consent of Depositor.
7.3 Return/Destruction. Upon expiration of the license granted under Section 5.7 (including the expiration of any Wind-Down Period) or upon termination of this Agreement, Beneficiary shall promptly return to Depositor or securely destroy all copies of the Deposit Materials in its possession or control (including all copies held by Beneficiary's employees, contractors, and agents), and shall certify such return or destruction in writing to Depositor within thirty (30) days of the applicable expiration or termination date. Such certification shall be signed by an authorized officer of Beneficiary and shall confirm that Beneficiary has conducted a reasonable search of its systems and records to identify all copies of the Deposit Materials and that all such copies have been returned or destroyed. Beneficiary's obligations under this Article 7 shall survive the expiration or termination of the license granted under Section 5.7 and the expiration or termination of this Agreement.
ARTICLE 8 — ESCROW AGENT DUTIES AND LIMITATIONS
8.1 Standard of Care. Escrow Agent shall hold and safeguard the Deposit Materials with the same degree of care that it uses for its own confidential materials of like nature, but in no event less than reasonable care. Escrow Agent shall maintain a commercially reasonable disaster recovery program, including offsite backup or replication of the Deposit Materials, to protect against loss or destruction due to natural disasters, fire, theft, or other catastrophic events.
8.2 No Duty to Interpret. Escrow Agent shall have no duty to interpret or construe the terms of the OEM Agreement or to determine independently whether a Release Condition has in fact occurred. The determination of whether a Release Condition has occurred shall be subject exclusively to the release procedures set forth in Article 5 of this Agreement, and Escrow Agent shall be entitled to rely on the procedures set forth therein without further investigation or inquiry. Escrow Agent shall not be required to take any legal action or institute any legal proceedings in connection with its duties hereunder.
8.3 Reliance on Documents. Escrow Agent may rely upon any written notice, certificate, instruction, or other instrument believed by it in good faith to be genuine and to have been signed or delivered by the proper Party or an authorized representative thereof. Escrow Agent shall have no obligation to verify the identity or authority of any person purporting to act on behalf of a Party, provided that Escrow Agent has acted in good faith and without actual knowledge of any defect in such person's authority.
8.4 No Liability for Acts of Others. Escrow Agent shall not be liable for any loss, damage, expense, or liability arising from the acts or omissions of Depositor or Beneficiary, or from force majeure events beyond Escrow Agent's reasonable control, including, without limitation, natural disasters, acts of war or terrorism, epidemics or pandemics, governmental orders or restrictions, failures of telecommunications or internet infrastructure, power outages, or disruptions to postal or delivery services. Escrow Agent shall use commercially reasonable efforts to mitigate the impact of any such event on its ability to perform its obligations hereunder.
8.5 Right to Interplead. If conflicting demands or claims are made upon Escrow Agent with respect to the Deposit Materials, or if Escrow Agent is in doubt as to the proper course of action, Escrow Agent may, at its sole option and discretion: (a) withhold any action with respect to the Deposit Materials until the conflict or doubt is resolved by mutual written agreement of Depositor and Beneficiary, by a final court order, or by a final arbitration award, as provided in Section 5.4; or (b) deposit the Deposit Materials (or copies thereof, as applicable) with a court of competent jurisdiction in the State of Delaware and interplead the Parties, whereupon Escrow Agent shall be released and discharged from all further obligations and liability under this Agreement with respect to the Deposit Materials so deposited. In the event Escrow Agent elects to interplead the Parties, Depositor and Beneficiary shall jointly and severally reimburse Escrow Agent for all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Escrow Agent in connection with such interpleader action.
ARTICLE 9 — FEES AND EXPENSES
9.1 Annual Escrow Fee. Depositor shall pay to Escrow Agent the annual escrow maintenance fee set forth in Schedule 2 attached hereto within thirty (30) days of each anniversary of the Effective Date. The initial year's annual escrow maintenance fee shall be payable within thirty (30) days of the Effective Date. In the event that the Escrow Term ends on a date other than an anniversary of the Effective Date, the annual escrow maintenance fee for the final partial year shall be prorated based on the number of calendar days elapsed during such partial year.
9.2 Supplemental Fees. In addition to the annual escrow maintenance fee, Depositor shall pay to Escrow Agent the supplemental fees for deposit updates, secure electronic transfers, and verification assistance set forth in Schedule 2 attached hereto. Such supplemental fees shall be payable within thirty (30) days of receipt of an invoice from Escrow Agent.
9.3 Fee Adjustments. Escrow Agent may adjust its fees (including the annual escrow maintenance fee and supplemental fees) on an annual basis upon sixty (60) days' prior written notice to Depositor and Beneficiary, provided that no single annual adjustment shall exceed five percent (5%) of the then-current fee. Any fee adjustment shall take effect on the next anniversary of the Effective Date following the delivery of such written notice.
9.4 Payment Responsibility. All fees and expenses of Escrow Agent arising under this Agreement shall be the sole responsibility of Depositor, unless otherwise agreed in writing by the Parties. Beneficiary shall bear the costs of verification as provided in Section 4.2, subject to the reallocation provisions set forth therein in the event that a material deficiency is identified. In the event that Depositor fails to pay any fees or expenses when due, Escrow Agent shall provide written notice of such non-payment to both Depositor and Beneficiary, and Beneficiary may, in its sole discretion, elect to pay such fees directly to Escrow Agent in order to maintain the Escrow Account, in which case Beneficiary shall have the right to recover such amounts from Depositor as a debt owed by Depositor to Beneficiary.
ARTICLE 10 — DISPUTE RESOLUTION
10.1 Governing Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement (including, without limitation, disputes regarding the occurrence or non-occurrence of Release Conditions, the interpretation or validity of this Agreement, or the breach, termination, or invalidity thereof) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA"), with the seat of arbitration in Wilmington, Delaware, in accordance with the dispute resolution provisions set forth in the OEM Agreement. Unless the OEM Agreement specifies otherwise, the arbitration shall be conducted in accordance with the AAA's Commercial Arbitration Rules then in effect. The arbitral tribunal shall consist of a single arbitrator selected in accordance with the applicable AAA rules, unless the amount in controversy exceeds $2,000,000, in which case the tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties, and judgment upon the award may be entered in any court of competent jurisdiction.
10.2 Expedited Procedures. For disputes involving amounts in controversy of less than Five Hundred Thousand Dollars ($500,000), the expedited arbitration procedures of the American Arbitration Association (as set forth in the AAA's Expedited Commercial Arbitration Rules or the expedited procedures provisions of the AAA's Commercial Arbitration Rules, as applicable) shall apply, including abbreviated discovery periods, a shortened hearing schedule, and an expedited timeline for the rendering of the arbitral award.
10.3 Injunctive Relief. Notwithstanding the foregoing, any Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction in the State of Delaware (including the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware) to prevent irreparable harm or to preserve the status quo pending the resolution of any dispute under this Article 10. The Parties agree that the seeking of such relief shall not be deemed a waiver of the obligation to arbitrate and that any such court proceedings shall be stayed or consolidated with the arbitration proceedings to the extent practicable. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in the State of Delaware for purposes of this Section 10.3.
ARTICLE 11 — TERM AND TERMINATION
11.1 Term. This Agreement shall be effective as of the Effective Date and shall remain in full force and effect for the duration of the OEM Agreement, including any renewal, extension, or successive terms thereof, and for a period of one (1) year following the expiration or termination of the OEM Agreement (such period, the "Escrow Term"). At the expiration of the Escrow Term, this Agreement shall automatically terminate without further action by any Party, subject to the survival provisions set forth in Section 11.5.
11.2 Early Termination by Mutual Consent. This Agreement may be terminated at any time prior to the expiration of the Escrow Term by the mutual written consent of all three Parties. Any such termination shall specify the effective date of termination and the disposition of the Deposit Materials held in the Escrow Account.
11.3 Termination by Escrow Agent. Escrow Agent may terminate this Agreement upon ninety (90) days' prior written notice to Depositor and Beneficiary if either of the following conditions is satisfied:
(a) Escrow Agent's annual escrow maintenance fee or any other fees due to Escrow Agent under this Agreement remain unpaid for more than sixty (60) days past the applicable due date, and Escrow Agent has provided written notice of such non-payment to both Depositor and Beneficiary and neither has cured such non-payment within thirty (30) days of receipt of such notice; or
(b) Both Depositor and Beneficiary fail to respond to Escrow Agent's written inquiries or correspondence for a period of more than one hundred and twenty (120) consecutive days, despite Escrow Agent having delivered at least two (2) written inquiries to the notice addresses set forth in Section 14.2.
Upon any termination by Escrow Agent pursuant to this Section 11.3, Escrow Agent shall transfer the Deposit Materials to a successor escrow agent designated jointly by Depositor and Beneficiary, provided that Depositor and Beneficiary identify such successor escrow agent within thirty (30) days of receipt of Escrow Agent's termination notice. If no successor escrow agent is designated within such 30-day period, Escrow Agent shall return the Deposit Materials to Depositor and shall provide written notice to Beneficiary confirming that the Deposit Materials have been returned to Depositor.
11.4 Effect of Termination. Upon termination or expiration of this Agreement (other than a termination that follows a release of the Deposit Materials to Beneficiary in accordance with Article 5), Escrow Agent shall return the Deposit Materials to Depositor and securely destroy all copies of the Deposit Materials retained by Escrow Agent (including any backup copies), confirming such destruction in writing to both Depositor and Beneficiary within thirty (30) days of the termination or expiration date. In the event of a termination following a release of the Deposit Materials to Beneficiary, Escrow Agent shall return any remaining copies of the Deposit Materials held in the Escrow Account to Depositor and shall confirm such return in writing.
11.5 Survival. The following provisions shall survive the termination or expiration of this Agreement and shall continue in full force and effect in accordance with their respective terms: Article 6 (Intellectual Property Rights), Article 7 (Confidentiality), Article 8 (Escrow Agent Duties and Limitations) to the extent relating to acts, omissions, or claims arising during the Escrow Term, Article 10 (Dispute Resolution), Article 12 (Indemnification and Limitation of Liability), and Section 14.1 (Governing Law). In addition, any license granted under Section 5.7 prior to the termination or expiration of this Agreement shall continue in accordance with its terms until the expiration of such license as set forth therein.
ARTICLE 12 — INDEMNIFICATION AND LIMITATION OF LIABILITY
12.1 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 (collectively, the "Escrow Agent Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the performance or non-performance of Escrow Agent's duties under this Agreement, including, without limitation, any claims arising from the release or non-release of the Deposit Materials in accordance with the procedures set forth in Article 5, except to the extent that such claims, losses, liabilities, damages, costs, or expenses are directly caused by Escrow Agent's gross negligence or willful misconduct. This indemnification obligation shall survive the termination or expiration of this Agreement.
12.2 Limitation of Escrow Agent Liability. Escrow Agent's aggregate liability under this Agreement for any and all claims, whether based 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 applicable claim. This limitation of liability shall apply regardless of the number of claims made and regardless of whether such liability arises from Escrow Agent's negligence, breach of contract, or any other cause of action.
12.3 No Consequential Damages. In no event shall Escrow Agent be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising under or in connection with this Agreement, including, without limitation, lost profits, lost revenue, loss of business opportunity, loss of data, or cost of procurement of substitute services, even if Escrow Agent has been advised of the possibility of such damages and regardless of the theory of liability.
ARTICLE 13 — REPRESENTATIONS AND WARRANTIES
13.1 Depositor Representations. Depositor represents and warrants to Beneficiary and Escrow Agent as of the Effective Date and, with respect to each deposit, as of the date of such deposit, that:
(a) Depositor is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to own its properties and conduct its business as presently conducted;
(b) Depositor has full corporate power and authority to enter into and perform its obligations under this Agreement, to deposit the Deposit Materials with Escrow Agent, and to grant the license contemplated by Section 5.7, and the execution, delivery, and performance of this Agreement by Depositor have been duly authorized by all necessary corporate action;
(c) the Deposit Materials, as initially deposited and as updated from time to time pursuant to Section 3.3, will accurately represent the then-current source code of the BrightEdge IoT Platform (initially version 4.2, and subsequently updated to reflect the version then deployed in production or made available to Beneficiary under the OEM Agreement) and will include all materials reasonably necessary for a competent software engineer to compile, build, deploy, and operate such software; and
(d) the deposit of the Deposit Materials with Escrow Agent and the potential release thereof to Beneficiary do not and will not violate, conflict with, or result in a breach of any agreement, license, or other obligation to which Depositor is a party or by which Depositor or the Deposit Materials are bound, including, without limitation, any third-party license agreements governing open-source or proprietary components included in the Deposit Materials.
13.2 Beneficiary Representations. Beneficiary represents and warrants to Depositor and Escrow Agent as of the Effective Date that:
(a) Beneficiary is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to own its properties and conduct its business as presently conducted;
(b) Beneficiary has full limited liability company power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement by Beneficiary have been duly authorized by all necessary limited liability company action; and
(c) Beneficiary will use the Deposit Materials, if and when released, solely in accordance with the terms and conditions set forth in Section 5.7 and will not use the Deposit Materials for any purpose not expressly permitted under this Agreement.
13.3 Escrow Agent Representations. Escrow Agent represents and warrants to Depositor and Beneficiary as of the Effective Date that:
(a) Escrow Agent is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and has all necessary corporate power and authority to own its properties and conduct its business as presently conducted;
(b) Escrow Agent has full corporate power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement by Escrow Agent have been duly authorized by all necessary corporate action; and
(c) Escrow Agent maintains adequate physical and electronic security measures, consistent with industry standards for escrow service providers, to safeguard the Deposit Materials against unauthorized access, disclosure, alteration, loss, or destruction, and Escrow Agent will maintain such measures throughout the Escrow Term.
ARTICLE 14 — GENERAL PROVISIONS
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts-of-law principles or rules that would direct the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14.2 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by a nationally recognized overnight courier service, with tracking and proof of delivery; or (d) sent by electronic mail (with confirmation of receipt by the addressee), to the following addresses (or to such other address as a Party may designate by written notice to the other Parties in accordance with this Section 14.2):
If to Depositor:
Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Attention: General Counsel (Priya Narasimhan)
Email: p.narasimhan@brightfieldcloud.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201
Attention: Douglas Fairchild
Email: dfairchild@calderwoodharkness.com
If to Beneficiary:
Vantage Industrial Solutions, LLC 7755 Commerce Park Drive Solon, OH 44139
Attention: General Counsel (Laura Pentland)
Email: l.pentland@vantageindustrial.com
with a copy (which shall not constitute notice) to:
Lattimore, Parish & Keene LLP 600 Superior Avenue East, Suite 1700 Cleveland, OH 44114
Attention: Thomas Ellsworth
Email: tellsworth@lpklaw.com
If to Escrow Agent:
Pinnacle Escrow Services, Inc. 2300 Clarendon Boulevard, Suite 410 Arlington, VA 22201
Attention: Rafael Dominguez, Account Manager
Email: r.dominguez@pinnacleescrow.com
Notices sent by certified or registered mail shall be deemed given three (3) business days after deposit in the United States mail. Notices sent by overnight courier shall be deemed given one (1) business day after deposit with the courier service. Notices sent by electronic mail shall be deemed given upon confirmation of receipt by the addressee (but not by an automated "out of office" or "read receipt" notification).
14.3 Entire Agreement. This Agreement (together with the OEM Agreement and the Schedules attached hereto, which are incorporated herein by reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter. No Party has relied on any statement, representation, or warranty of any other Party in entering into this Agreement, except as expressly set forth herein.
14.4 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of all three Parties. No oral agreement, course of dealing, or trade usage shall be deemed to amend, modify, or supplement any provision of this Agreement.
14.5 Assignment. No Party may assign, transfer, or delegate its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Depositor may assign this Agreement (and its rights and obligations hereunder) to a successor entity in connection with a merger, consolidation, acquisition, or sale of all or substantially all of Depositor's assets, so long as the successor entity assumes in writing all obligations of Depositor under this Agreement. Any purported assignment in violation of this Section 14.5 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
14.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile or electronic transmission (including PDF or other electronic image file) shall be valid and effective for all purposes and shall be deemed to be an original execution and delivery.
14.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, 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, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, commercial, and legal objectives of the invalid, illegal, or unenforceable provision.
14.8 Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless made in writing and signed by the waiving Party. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or in equity.
14.9 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship among the Parties (except to the extent expressly set forth herein with respect to Escrow Agent's custodial duties). No Party shall have the authority to bind or obligate any other Party in any manner whatsoever, and no Party shall represent to any third party that it has such authority.
14.10 Force Majeure. Escrow Agent shall not be liable for any delay or failure in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by events beyond Escrow Agent's reasonable control, including, without limitation, natural disasters (including floods, earthquakes, hurricanes, and other acts of God), acts of war or terrorism, civil unrest, epidemics or pandemics, governmental orders or restrictions, failures of telecommunications or internet infrastructure, power outages, or disruptions to postal or delivery services (each, a "Force Majeure Event"). In the event of a Force Majeure Event, Escrow Agent shall promptly notify Depositor and Beneficiary in writing of the nature and expected duration of the Force Majeure Event and shall use commercially reasonable efforts to resume performance of its obligations as soon as practicable.
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IN WITNESS WHEREOF, the Parties have executed this Three-Party Source Code Escrow Agreement as of the date first written above.
BRIGHTFIELD CLOUD SERVICES INC. (Depositor)
By: ________
Name: Martin Lacroix
Title: Chief Executive Officer
Date: ________
VANTAGE INDUSTRIAL SOLUTIONS, LLC (Beneficiary)
By: ________
Name: Gregory Harmon
Title: Chief Executive Officer
Date: ________
PINNACLE ESCROW SERVICES, INC. (Escrow Agent)
By: ________
Name: Rafael Dominguez
Title: Account Manager
Date: ________
SCHEDULE 1
FORM OF DEPOSIT CERTIFICATION
(To be completed and executed by Depositor with each deposit of Deposit Materials)
DEPOSIT CERTIFICATION FORM
To: Pinnacle Escrow Services, Inc. 2300 Clarendon Boulevard, Suite 410 Arlington, VA 22201
Attention: Rafael Dominguez, Account Manager
From: Brightfield Cloud Services Inc. 4100 Esperanza Boulevard, Suite 800 Austin, TX 78746
Date of Deposit: ________
Escrow Agreement Reference: Three-Party Source Code Escrow Agreement dated February 20, 2026 (Exhibit E to OEM Reseller Agreement)
Beneficiary: Vantage Industrial Solutions, LLC
1. Version Number / Description:
________________________________________
(e.g., BrightEdge IoT Platform v4.2)
2. Type of Deposit:
Initial Deposit
Updated Deposit (replacing prior deposit dated: ____)
3. Media Type:
Encrypted USB Drive
Encrypted Hard Drive
Encrypted Optical Media (CD/DVD/Blu-ray)
Secure Electronic Transfer (method: _______ )
Other (specify: ___________ )
4. Encryption Details:
Encryption method used: ________
Encryption key provided: Yes, via separate secure transmission N/A
5. List of Materials Included:
6. Build Environment Requirements:
Operating system(s): ________
Compiler(s) / interpreter(s) and version(s): ________
Required third-party tools (with version numbers): ________
Hardware requirements (if applicable): ________
7. Certification.
The undersigned, as an authorized representative of Brightfield Cloud Services Inc. ("Depositor"), hereby certifies to Pinnacle Escrow Services, Inc. and to Vantage Industrial Solutions, LLC that:
(a) The Deposit Materials described above are complete and include all source code, build scripts, configuration files, libraries, documentation, and other materials required under Section 3.1 (or Section 3.3, as applicable) of the Escrow Agreement;
(b) The Deposit Materials accurately represent the then-current source code of the BrightEdge IoT Platform, version indicated above, as deployed in production or made available to Beneficiary under the OEM Agreement;
(c) The Deposit Materials are not corrupted or damaged, and can be read and accessed using commercially available software and the tools listed in Section 6 above;
(d) The deposit of the Deposit Materials does not violate any agreement, license, or other obligation to which Depositor is a party; and
(e) All information provided in this Deposit Certification Form is true, accurate, and complete as of the date hereof.
BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: ________
Title: ________
Date: ________