Extract to table

" RECITALS WHEREAS, Depositor and Beneficiary are parties to that certain Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "SaaS Agreement"), pursuant to which Depositor licenses to Beneficiary its proprietary ClaimsIQ™ cloud-hosted, AI-driven claims triage, fraud detection, and analytics platform (the "ClaimsIQ™ Platform" or the "Platform"); WHEREAS, the SaaS Agreement has a total contract value of Seven Million Dollars ($7,000,000) over a five-year initial subscription term, and Beneficiary's business operations depend on the continued availability and functionality of the ClaimsIQ™ Platform across its claims-processing operations in Hartford, Connecticut; Dallas, Texas; and Jacksonville, Florida; WHEREAS, Beneficiary desires assurance of access to the source code and related materials for the ClaimsIQ™ Platform upon the occurrence of certain specified release conditions, in order to protect its ability to continue operating, maintaining, and supporting the Platform in the event that Depositor is unable or unwilling to perform its obligations under the SaaS Agreement; WHEREAS, Depositor is willing to deposit such materials with the Escrow Agent under the terms and conditions set forth herein, subject to the protections afforded to Depositor's proprietary rights and confidential information as provided in this Agreement; WHEREAS, Escrow Agent is willing to accept, hold, and release the Deposit Materials (as defined below) in accordance with the terms and conditions of this Agreement; and WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the deposit, verification, storage, and potential release of the Deposit 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: ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SaaS Agreement

1 of this Agreement, the occurrence of any one of which shall entitle Beneficiary to request a release of the Deposit Materials pursuant to Section 5

5 "Escrow Account" means the secure account established and maintained by Escrow Agent for the storage and safekeeping of the Deposit Materials, which account shall be segregated from Escrow Agent's own assets and from the assets of its other clients

References to Beneficiary herein shall include all such entities collectively, and Quorum Insurance Holdings Corp

shall be solely responsible for the obligations of Beneficiary under this Agreement