Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms. Capitalized terms used in this Security Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. As used in this Security Agreement, the following terms shall have the following meanings: "Account" shall have the meaning ascribed to such term in Division 9 of the California Uniform Commercial Code, as in effect from time to time, a

Section 1.2 — UCC Definitions. All terms defined in Division 9 of the California Uniform Commercial Code that are used but not otherwise defined in this Security Agreement shall have the respective meanings ascribed to such terms therein. To the extent that a term used herein is defined in both this Security Agreement and Division 9 of the California Uniform Commercial Code, the definition set forth in this Security

Section 1.3 — Interpretation. (a) Unless the context otherwise requires, (i) references herein to the "Credit Agreement" shall mean the Revolving Credit Agreement dated as of March 9, 2023, as defined in the recitals hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) ref

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Security Interest. As security for the prompt and complete payment, performance, and observance of all Secured Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the Grantor's right, title, and interest in, to, and under all of the following property and assets of the Granto

Section 2.2 — Security for Obligations. The security interest granted pursuant to Section 2.1 secures the prompt and complete payment when due (whether at stated maturity, by acceleration, or otherwise), performance, and observance of all Secured Obligations under the Credit Agreement and the other Loan Documents, including, without limitation, (a) all amounts outstanding under the Thirty Million Dollar ($30,000,000)

Section 2.3 — Excluded Assets. Notwithstanding anything to the contrary in Section 2.1 or elsewhere in this Security Agreement, the Collateral shall not include any of the following (collectively, "Excluded Assets"): (a) any intent-to-use trademark application filed with the USPTO to the extent that the grant of a security interest therein would impair the validity or enforceability of such application, or would resu

ARTICLE III — PERFECTION OF SECURITY INTEREST

Section 3.1 — UCC Financing Statements. (a) The Grantor hereby authorizes the Collateral Agent, at any time and from time to time, to file or cause to be filed UCC-1 financing statements (and any continuation statements and amendments thereto) in each of the following jurisdictions: (i) the office of the Secretary of State of the State of Delaware (the Grantor's jurisdiction of organization; Delaware File No. 6284501

Section 3.2 — Deposit Account Control Agreements. (a) Within thirty (30) days after the date hereof (i.e., on or before April 8, 2023), the Grantor shall deliver, or cause to be delivered, to the Collateral Agent duly executed Deposit Account Control Agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Pledged Account maintained by the Grantor at Pacific Horizon Bank

Section 3.3 — Intellectual Property Filings. (a) With respect to all registered intellectual Property Collateral, the Grantor shall execute and deliver (or shall authorize the Collateral Agent to file or record) such documents, instruments, and agreements as may be necessary or reasonably requested by the Collateral Agent to record the security interest granted herein with: (i) the United States Patent and Trademark

Section 3.4 — Other Perfection Actions. In addition to the actions described in Sections 3.1 through 3.3, the Grantor shall take such other actions as the Collateral Agent may from time to time reasonably request to perfect, protect, or more fully evidence the security interest of the Collateral Agent in the Collateral, including, without limitation: (a) with respect to any certificated securities or Instruments cons

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF GRANTOR The Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties as of the date hereof as follows:

Section 4.1 — Title and Ownership. The Grantor is the sole legal and beneficial owner of all Collateral (or, with respect to after-acquired Collateral, will be the sole legal and beneficial owner thereof at the time of acquisition), free and clear of all liens, security interests, claims, charges, encumbrances, and rights of others of every kind and description, other than (a) the security interest created by this Se

Section 4.2 — Legal Name and Organizational Information. (a) The exact legal name of the Grantor, as set forth in its Certificate of Incorporation filed with the Secretary of State of the State of Delaware, is: Lumos Analytics Inc. (b) The Grantor is a corporation organized, validly existing, and in good standing under the laws of the State of Delaware. (c) The Grantor's Delaware File Number is 6284501. (d) The Grant

Section 4.3 — Location of Grantor and Collateral. (a) The chief executive office and principal place of business of the Grantor is located at: 2180 Gateway Boulevard, Suite 400, San Jose, California 95110. (b) The Collateral (other than Collateral consisting of Deposit Accounts, Investment Property held in securities accounts, and intangible Collateral) is kept or located at the following locations: (i) 2180 Gateway

Section 4.4 — Deposit Accounts. Schedule 2 hereto sets forth a true, complete, and correct list of all Deposit Accounts maintained by the Grantor as of the date hereof, including the name of each bank or depository institution, the address of the branch where each account is maintained, and the type of each account. All Deposit Accounts of the Grantor are maintained at Pacific Horizon Bank, 101 Park Center Plaza, San

Section 4.5 — Intellectual Property. (a) The Grantor owns, or has valid licenses to use, all intellectual Property Collateral that is material to the conduct of its business as currently conducted and as currently proposed to be conducted. (b) Schedule 3 hereto sets forth a true, complete, and correct list of all registered Patents, Trademarks, and Copyrights of the Grantor (including registration numbers, applicatio

Section 4.6 — Commercial Tort Claims. As of the date hereof, the Grantor has no Commercial Tort Claims. Schedule 4 hereto, which lists all Commercial Tort Claims of the Grantor, reflects "None" as of the date hereof.

Section 4.7 — Authority and Enforceability. (a) The Grantor has full corporate power and authority to execute, deliver, and perform its obligations under this Security Agreement, to grant the security interest in the Collateral as contemplated hereby, and to consummate the transactions contemplated hereby. (b) The execution, delivery, and performance of this Security Agreement by the Grantor, and the grant of the sec

Section 4.8 — No Conflicts. The execution, delivery, and performance by the Grantor of this Security Agreement, and the grant of the security interest in the Collateral pursuant hereto, do not and will not (a) violate, contravene, or conflict with the Certificate of Incorporation (as amended) or the Bylaws (as amended) of the Grantor, (b) violate, contravene, or conflict with any applicable law, statute, rule, regula

Section 4.9 — Governmental Consents. No governmental authorization, approval, consent, registration, qualification, order, or filing with, or notice to, any governmental authority or regulatory body is required for (a) the grant of the security interest in the Collateral as contemplated by this Security Agreement, (b) the perfection or maintenance of perfection of the security interest created hereby, or (c) the exer

Section 4.10 — No Prior Security Interests. (a) As of the date hereof, no effective UCC financing statement (or similar filing) naming the Grantor as debtor or seller covers any of the Collateral, other than (i) UCC financing statements filed in connection with Permitted Liens (as defined in the Credit Agreement), if any, and (ii) UCC financing statements to be filed in connection with this Security Agreement and the

ARTICLE V — COVENANTS OF GRANTOR The Grantor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 5.1 — Maintenance of Collateral. The Grantor shall maintain, preserve, and protect all Collateral in good condition and working order (ordinary wear and tear excepted), and shall not permit any waste, destruction, or material impairment of the Collateral. Without limiting the generality of the foregoing, the Grantor shall (a) make all repairs, replacements, and improvements to the Collateral as are necessary

Section 5.2 — Insurance. (a) The Grantor shall at all times maintain insurance policies that satisfy the requirements set forth in the Credit Agreement, including, without limitation, the following minimum coverage: (i) commercial general liability insurance with minimum limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate; (ii) cyber liability and technology errors and omissi

Section 5.3 — Negative Pledge / Liens. (a) The Grantor shall not create, incur, assume, suffer, or permit to exist any lien, security interest, charge, encumbrance, or claim of any kind on or with respect to any of the Collateral, except for Permitted Liens (as defined in the Credit Agreement). (b) For the avoidance of doubt, "Permitted Liens" (as defined in the Credit Agreement) include, without limitation: (i) lien

Section 5.4 — Further Assurances and After-Acquired Property. (a) The Grantor shall execute and deliver to the Collateral Agent all further instruments, documents, agreements, and certificates, and shall take all further action, that the Collateral Agent may from time to time reasonably request to (i) perfect, protect, and maintain the first-priority security interest created hereby, (ii) enable the Collateral Agent

Section 5.5 — Use of Collateral. (a) Subject to the terms and conditions of this Security Agreement and the negative covenants set forth in the Credit Agreement, the Grantor may use, consume, and dispose of Collateral in the ordinary course of its business, including by collecting Accounts, selling Inventory, using Equipment, and licensing intellectual Property Collateral. (b) The Grantor shall not sell, transfer, as

Section 5.6 — Maintenance of Records. The Grantor shall maintain accurate, complete, and current books and records regarding the Collateral, including, without limitation, records of all Accounts, Inventory, Equipment, intellectual Property Collateral, and other items of Collateral. Such books and records shall be maintained at the Grantor's principal place of business (2180 Gateway Boulevard, Suite 400, San Jose, Ca

Section 5.7 — Changes in Name, Jurisdiction, or Structure. (a) The Grantor shall not (i) change its legal name, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type of organization (whether by merger, conversion, reorganization, or otherwise), or (iv) change its federal Employer Identification Number, in each case without providing the Collateral Agent at least thirty (30) d

Section 5.8 — Deposit Account Obligations. (a) The Grantor shall not open, establish, or maintain any new Deposit Account (other than an Excluded Account) without (i) providing the Collateral Agent at least fifteen (15) days' prior written notice, specifying the name of the bank or financial institution, the address of the branch, the type of account, and the anticipated use thereof, and (ii) executing and delivering

Section 5.9 — Intellectual Property Maintenance. (a) The Grantor shall maintain, preserve, protect, and renew all material intellectual Property Collateral, including, without limitation, by (i) paying all maintenance fees, annuities, and renewal fees when due, (ii) filing all renewal applications, statements of use, affidavits of use, and other filings required to maintain registrations in force, and (iii) taking al

Section 5.10 — Notification of Commercial Tort Claims. The Grantor shall promptly (and in any event within fifteen (15) days after obtaining knowledge thereof) notify the Collateral Agent in writing of any Commercial Tort Claim arising after the date hereof with an amount in controversy reasonably expected to exceed One Hundred Thousand Dollars ($100,000). Such notice shall include a reasonable description of the cla

ARTICLE VI — COLLATERAL AGENT'S RIGHTS AND REMEDIES

Section 6.1 — Rights Upon Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC and under any other applicable

Section 6.2 — Application of Proceeds. All cash proceeds received by the Collateral Agent in respect of any sale, collection, foreclosure, or other realization upon all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to any intercreditor agreement, if applicable) in the following order of priority: First, to the payment of all costs, fees, and expe