Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos" or the "Client") to represent Lumos in connection with the breach-of-contract claim asserted by Pinnacle Financial Holdings LLC ("Pinnacle"), a Delaware limited liability company with principal offices at 200 South Wacker Drive, Suite 2800, Chicago, Illinois 60606. The claim

2. Scope of Representation The scope of the Firm's representation of Lumos in this engagement encompasses the following: (a) Defense of Pinnacle's Claims. The Firm will defend Lumos against Pinnacle's claims of breach of the MSA and its Exhibit C (Service Level Agreement), including all disputes regarding Pinnacle's allegations that Lumos failed to meet the contractual uptime availability and response-time service le

3. Engagement Team The Firm has assembled the following team of attorneys to staff this engagement: Linda Osei, Partner, will serve as the Responsible Partner for this engagement. In that capacity, Ms. Osei will maintain primary oversight of strategy, serve as the principal client relationship contact within the Firm, and bear ultimate responsibility for the quality and direction of the Firm's work product. Ms. Osei

4. Fees and Billing Rates The Firm will bill for its professional services on an hourly basis. The current standard hourly rates for the attorneys assigned to this engagement are as follows: Time billed by paralegals and legal assistants assigned to this engagement will be billed at hourly rates ranging from $275.00 to $375.00, depending on the experience and seniority of the individual. The identity and rate of any

5. Expenses and Disbursements In addition to professional fees for legal services, the Client will be responsible for reimbursement of reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements will be itemized on the Firm's monthly invoices and are generally billed at cost, without markup, unless otherwise noted. Examples of reimbursable cos

6. Billing and Payment Terms The Firm will issue invoices on a monthly basis, reflecting professional fees and reimbursable disbursements incurred during the preceding calendar month. Invoices are typically transmitted during the first two weeks of the month following the billing period. Each invoice will include a summary of time entries organized by timekeeper, a narrative description of the work performed, and an

7. Insurance Coordination The Client has advised the Firm that Lumos maintains a Technology Errors & Omissions and Cyber Liability insurance policy issued by Meridian Specialty Insurance Company (the "Policy"), bearing Policy No. MSI-TECH-2022-07841. The material terms of the Policy, as reported by the Client, are as follows: • Policy Period: July 1, 2022 through July 1, 2023 • Per-Occurrence Limit: $5,000,000 • Aggr

8. Client Responsibilities The effectiveness of the Firm's representation depends in significant part on the Client's active cooperation and timely provision of information. The Client agrees to cooperate fully with the Firm and to provide prompt access to all documents, data, electronically stored information, and personnel that the Firm reasonably determines are necessary to the representation. The following indivi

9. Confidentiality and Privilege All communications between the Client and the Firm relating to this engagement are protected by the attorney-client privilege and, to the extent applicable, the work product doctrine. These protections are essential to the effectiveness of the Firm's representation and must be carefully safeguarded. The Firm will take reasonable steps to preserve the confidentiality of all Client info

10. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and the California Rules of Professional Conduct, Rules 1.7 and 1.9. Based on the information available to the Firm as of the date of this letter, the Firm has identified no conflict of interest that would preclude or limit the Firm's representation of Lumos in this matter. Specifically, the Fir

11. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination by the Client will be effective upon receipt of written notice by the Firm. Termination by the Firm will be subject to the requirements of applicable law and the Rules of Professional Conduct, including the obligation to provide reasonable notice and to obtain leave of the court

12. No Guarantee of Outcome The practice of law involves inherent uncertainties. While the Firm will provide its candid professional assessment of the merits, risks, and potential outcomes associated with the Pinnacle dispute, and will bring its best professional judgment and advocacy to bear on the Client's behalf, the Firm makes no guarantee, promise, or warranty regarding the outcome of any dispute, negotiation, m

13. Governing Law This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of California, including the California Rules of Professional Conduct as adopted by the State Bar of California and interpreted by the courts of the State of California. In the event of any dispute arising between the Firm and the C

14. Document Retention The Firm will retain all engagement files — including correspondence, pleadings, memoranda, research, and working files — in accordance with the Firm's standard document retention policies. Upon conclusion of this matter, whether by settlement, final judgment, or otherwise, the Client may request the return of any original documents in the Firm's possession that belong to the Client. Electronic

15. Acceptance and Execution If the terms of this engagement letter are acceptable to Lumos Analytics Inc., we respectfully request that Ms. Voss execute this letter in the space provided below and return a signed copy to the Firm at your earliest convenience. A countersigned copy may be returned by hand delivery, overnight courier, electronic mail (PDF), or U.S. mail to the Firm's address set forth above, to the att