Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represented Lumos Analytics Inc. ("Lumos" or the "Borrower"), a Delaware corporation headquartered in San Jose, California, as borrower's counsel in connection with the negotiation, documentation, and closing of a $30,000,000 senior secured revolving credit facility (the "Facility") provided by Ridgeline National Bank, National Association ("Ridgeli

II. Transaction Parties A. Borrower — Lumos Analytics Inc. The Borrower under the Facility is Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware and qualified to do business in the State of California. The company's Delaware file number is 6284501, and its employer identification number is 82-4917356. Lumos maintains its registered agent in Delaware through Capitol Regi

III. Timeline of Key Events The following is a chronological summary of the principal events and milestones in the transaction from engagement through closing and the anticipated post-closing period: The negotiation of the Credit Agreement and ancillary documentation proceeded in an efficient and largely cooperative manner over the approximately five-week period between the execution of the term sheet on February 3,

IV. Deal Overview — Key Economic Terms A. Facility Structure The Facility is structured as a senior secured revolving credit facility in the aggregate principal amount of $30,000,000. The Facility provides Lumos with a flexible source of liquidity that may be drawn upon, repaid, and redrawn during the commitment period, subject to the terms and conditions of the Credit Agreement. The Facility has a three-year tenor,

V. Financial Covenants — Springing ARR and Liquidity Mechanics A. Springing Trigger Mechanism The financial covenants contained in the Credit Agreement operate on a "springing" basis, meaning they are not tested at all times but instead become effective only when the aggregate revolving credit outstandings — defined as the sum of all outstanding revolving loans plus the aggregate stated amount of outstanding letters

VI. Security and Collateral Package A. Scope of Collateral The obligations of the Borrower under the Credit Agreement and the other Loan Documents are secured by a first-priority perfected security interest in substantially all of the assets of the Borrower, as set forth in the Security Agreement and the intellectual Property Security Agreement, each dated March 9, 2023. The collateral subject to the security interes

3. Reserve account The delivery of executed DACAs for these three accounts is a post-closing obligation with a deadline of April 8, 2023 (30 days post-closing). As described in Section VIII.D below, C&H negotiated a grace period for DACA delivery, as Pacific Horizon Bank's internal review and execution process could not be completed in advance of the closing date. The DACAs will be in the tri-party format customary f

VII. Key Negative Covenants (Summary) The Credit Agreement contains a comprehensive set of negative covenants that restrict the Borrower's ability to take certain actions without the prior written consent of Ridgeline (or, in the case of a syndicated facility, the required lenders). The following is a summary of the most significant negative covenants and the applicable exceptions and baskets: A. Indebtedness. The Cr

VIII. Key Negotiation Points and Outcomes The following summarizes the principal points of negotiation between C&H (on behalf of the Borrower) and WGF (on behalf of Ridgeline) during the documentation of the Facility, together with the outcomes achieved: A. Permitted Acquisitions Basket — Expanded Ridgeline's initial term sheet proposed a permitted acquisitions basket with an individual acquisition limit of $5,000,00

IX. Accordion Feature The Credit Agreement includes an accordion provision that permits the Borrower to request up to $15,000,000 in incremental revolving commitments from Ridgeline or from new lenders that may join the Facility. If fully exercised, the accordion feature would increase the aggregate revolving commitment from $30,000,000 to $45,000,000 ($30,000,000 original commitment plus $15,000,000 incremental comm

X. Insurance Requirements The Credit Agreement requires the Borrower to maintain the following insurance coverages at all times during the term of the Facility: All insurance policies must be issued by carriers rated A- (Excellent) or better by AM Best. Lumos's current insurance carrier, Broadleaf Mutual Insurance Company (280 Trumbull Street, Hartford, Connecticut 06103), holds an A- (Excellent) rating from AM Best

XI. Post-Closing Items and Deadlines A. Items Due by March 24, 2023 (15 Days Post-Closing) The following post-closing deliverables must be received by Ridgeline on or before March 24, 2023:

1. Updated Insurance Certificates. Insurance certificates from Broadleaf Mutual Insurance Company reflecting all required coverages and naming Ridgeline National Bank, N.A. as lender loss payee and additional insured, in form and substance satisfactory to Ridgeline.

2. Landlord Lien Waivers. Executed landlord lien waivers (also referred to as landlord consents or landlord waiver agreements) for each of the following leased premises at which the Borrower maintains operations and stores collateral: (a) San Jose headquarters: 2180 Gateway Boulevard, Suite 400, San Jose, California 95110 (b) Austin satellite office: 7600 North Lamar Boulevard, Suite 220, Austin, Texas 78752 The land

1. Deposit Account Control Agreements. Executed DACAs in tri-party format among the Borrower, Ridgeline National Bank, N.A. (as collateral agent), and Pacific Horizon Bank (as depository bank), for each of the following deposit accounts at Pacific Horizon Bank (101 Park Center Plaza, San Jose, California 95113): (a) Operating account (b) Payroll account (c) Reserve account The DACAs must be in form and substance sati

XII. Loan Documents Executed at Closing The following documents were executed and/or delivered at or in connection with the closing of the Facility on March 9, 2023. All original executed documents and filed copies are maintained in the C&H closing binder for this matter.

1. Revolving Credit Agreement dated March 9, 2023, among Lumos Analytics Inc., as Borrower, and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and Sole Initial Lender, together with all schedules and exhibits thereto.

2. Security Agreement dated March 9, 2023, between Lumos Analytics Inc., as Grantor, and Ridgeline National Bank, National Association, as Collateral Agent. 3. intellectual Property Security Agreement dated March 9, 2023, between Lumos Analytics Inc., as Grantor, and Ridgeline National Bank, National Association, as Collateral Agent, together with schedules listing specific patent, trademark, and copyright registrati

4. Perfection Certificate dated March 9, 2023, executed by Catherine Lindgren, Chief Financial Officer of Lumos Analytics Inc.

5. Officer's Certificate (Closing Certificate) dated March 9, 2023, executed by Marcus Delaney, General Counsel and Secretary of Lumos Analytics Inc., certifying as to the accuracy of representations and warranties, the absence of any Default or Event of Default, the incumbency and authority of officers executing the Loan Documents, and attaching copies of the Borrower's certificate of incorporation, bylaws, and boar

6. Legal Opinion of Calderwood & Harkness LLP dated March 9, 2023, addressed to Ridgeline National Bank, National Association, signed by Stephanie Okafor, Partner. The opinion covers customary matters including due organization and good standing, corporate authority, enforceability of the Loan Documents, no conflict with organizational documents or applicable law, and perfection of security interests.

7. UCC-1 Financing Statements filed with the Delaware Secretary of State and the California Secretary of State, naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party. Filings processed by Pinnacle Filing Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

8. Good Standing Certificates from the Delaware Secretary of State and the California Secretary of State, each dated within 30 days of closing.

9. FY 2022 Audited Financial Statements of Lumos Analytics Inc., audited by Brindoval Thornton LLP (engagement partner: Alan Mercado, CPA), including the audited balance sheet as of December 31, 2022 and the related statements of operations, stockholders' equity, and cash flows for the fiscal year then ended, together with the independent auditor's unqualified report thereon.

10. Executed Borrowing Request Form — a blank form of Borrowing Request was attached as an exhibit to the Credit Agreement. No initial borrowing was made at closing; the Borrower elected to close the Facility without drawing any funds, preserving the full $30,000,000 commitment as available liquidity.

11. Payment of Upfront Fee and Agency Fee — wire transfer of the upfront fee ($150,000) and the first annual agency fee ($35,000) to Ridgeline National Bank, N.A. on March 9, 2023. Wire transfer confirmations are maintained in the closing binder.

XIII. Engagement and Fee Summary Calderwood & Harkness LLP was retained by Lumos Analytics Inc. on