Contract analysis

1. Purpose and Acceptance Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), as outside counsel in connection with the matter described herein. We appreciate the confidence you and the Lumos management team have placed in our Firm, and we look forward to a productive and collaborative working relationship. Th

2. Scope of Engagement The Firm has been retained to represent the Company as borrower in connection with the negotiation, documentation, and closing of a senior secured revolving credit facility in the aggregate principal amount of Thirty Million Dollars ($30,000,000) (the "Facility"), to be provided by Ridgeline National Bank, National Association ("Ridgeline"), as administrative agent and sole initial lender. Our

3. Engagement Team The following attorneys will serve as the primary engagement team for this matter: Other attorneys and professional staff of the Firm, including paralegals and legal assistants, may assist from time to time as reasonably needed to staff the engagement effectively and efficiently. Staffing adjustments will be made in consultation with the Company, and the Firm will endeavor to maintain continuity of

4. Fees and Fee Arrangement 4.1 Fee Cap Through Closing Legal fees for all services rendered by the Firm in connection with the negotiation, documentation, and closing of the Facility, as described in Section 2 of this Engagement Letter, shall be subject to a cap of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Fee Cap"). The Firm will track all attorney time on the matter and bill against the Fee Cap, bu

5. Expenses and Disbursements In addition to the legal fees described in Section 4, the Company shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following: (a) Filing fees associated with UCC-1 financing statement filings with the Delaware Secretary of State and the Cali

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to us (including the identity of the parties to the Facility and the Company's principal equity holders and officers), confirms that it is not aware of any conflict of interest that would prevent the Firm from representing the Company in this matter. Specifical

7. Confidentiality The Firm will maintain the confidentiality of all information provided by the Company or obtained by the Firm in connection with this engagement, consistent with the Firm's professional obligations under the California Rules of Professional Conduct and all other applicable rules of professional conduct. All such information will be treated as confidential and will not be disclosed to any third part

8. Document Retention Following the completion or termination of this engagement, the Firm will retain engagement files (including both paper and electronic files) in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current document retention policy provides for the retention of closed matter files for a period of ten (10) years following the closure of the mat

9. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any such termination shall be subject to the Firm's professional obligations under the California Rules of Professional Conduct, including any applicable rules regarding withdrawal of representation and the Firm's duty to take reasonable steps to avoid foreseeable prejudice to the Comp

10. Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of legal fees actually paid by the Company to the Firm un

11. Governing Law This Engagement Letter and the relationship between the Firm and the Company arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any disputes, claims, or controversies arising out of or rela

12. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and negotiations between the parties with respect to such subject matter. No amendment, modification, supplement, or waiver of any provision of this En

13. Miscellaneous Notices. All notices, requests, demands, and other communications under this Engagement Letter shall be in writing and shall be delivered by hand, sent by overnight courier, or transmitted by electronic mail to the applicable party at the address set forth below (or to such other address as a party may designate by written notice to the other party): If to the Firm: Stephanie Okafor, Partner Calderw