Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP represents Lumos Analytics Inc. ("Lumos" or the "Insured"), a Delaware corporation headquartered at 580 Howard Street, Suite 400, San Francisco, California 94105 (EIN: 82-4937261), in connection with the matter referenced above. We write on behalf of Lumos to provide formal notice of a claim and to tender for defense and indemnity coverage under Technolo

II. Identification of the Insured The named insured under the Policy is Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and corporate headquarters located at 580 Howard Street, Suite 400, San Francisco, California 94105. Lumos operates an enterprise software-as-a-service ("SaaS") platform that provides real-time financial analyti

III. Policy Information The following summarizes the material terms of the Policy under which this tender is made: A copy of the declarations page for the Policy is enclosed herewith as Exhibit D. Lumos understands that the Policy is a claims-made and reported policy, and this letter is intended to serve as both the notice of claim and the formal report of the claim to Meridian within the applicable reporting period.

IV. Description of the Claimant The claimant in this matter is Pinnacle Financial Holdings LLC ("Pinnacle" or "PFH"), a Delaware limited liability company with its principal offices located at 200 West Adams Street, Suite 3100, Chicago, Illinois 60606 (EIN: 36-7814503). Pinnacle is a mid-market financial services platform that engages in commercial lending and wealth management, with approximately $4.2 billion in ass

V. The Underlying Contract The claims asserted by Pinnacle arise under a Master Services Agreement ("MSA") dated January 15, 2021, entered into between Lumos and Pinnacle (Lumos internal reference: MSA-PFH-2021-0015). A complete copy of the MSA, including all exhibits and schedules, is enclosed herewith as Exhibit B. The material terms of the MSA relevant to this tender are as follows: Term. The MSA provides for a th

VI. Nature and Circumstances of the Claim A. The Alleged Service Disruptions Pinnacle alleges that it experienced four distinct service disruptions on the Lumos platform between October 2022 and March 2023, each occurring within the Policy Period. Pinnacle contends that each disruption resulted in monthly uptime falling below the 99.95% commitment in the SLA, thereby triggering SLA credits under the tiered credit str

1. Incident INC-4471 (October 12–13, 2022). Pinnacle claims that the Lumos platform experienced seven (7) hours and forty-two (42) minutes of downtime during this period, resulting in a calculated monthly uptime of 98.93% for October 2022. Under the SLA's tiered credit structure, Pinnacle asserts that this level of underperformance triggered the maximum 30% monthly credit, which Pinnacle calculates as Thirty-Six Thou

2. Incident INC-4602 (November 28, 2022). Pinnacle claims that the Lumos platform experienced three (3) hours and eighteen (18) minutes of downtime on this date, resulting in a calculated monthly uptime of 99.54% for November 2022. Pinnacle contends that this shortfall triggered a 10% monthly credit in the amount of Twelve Thousand Dollars ($12,000).

3. Incident INC-4815 (January 9–10, 2023). Pinnacle claims that the Lumos platform experienced eleven (11) hours and five (5) minutes of downtime during this period, resulting in a calculated monthly uptime of 98.47% for January 2023. Pinnacle asserts that this triggered a 30% monthly credit of Thirty-Six Thousand Dollars ($36,000).

4. Incident INC-5033 (March 3–5, 2023). Pinnacle claims that the Lumos platform experienced twenty-six (26) hours and thirty-one (31) minutes of downtime during this period, resulting in a calculated monthly uptime of 96.32% for March 2023. Pinnacle asserts that this triggered a 30% monthly credit of Thirty-Six Thousand Dollars ($36,000). The total SLA credits claimed by Pinnacle across all four incidents is One Hund

VII. Lumos's Preliminary Defenses (Summary for Claims Assessment) While this letter is focused on the tender of the claim for coverage, we wish to bring to Meridian's attention certain preliminary defenses that Lumos believes are available and that may be relevant to Meridian's assessment of the claim's exposure and coverage implications. Lumos believes it has substantial defenses to Pinnacle's claims, which are summ

1. Disputed Uptime Measurements. Lumos disputes Pinnacle's characterization of the duration and severity of each of the four alleged service disruptions. Lumos's third-party infrastructure monitoring vendor, Sentinel Uptime Services Inc. (contact: Brenda Hale, Director of Client Engineering; 2200 Mission College Boulevard, Suite 100, Santa Clara, California 95054), recorded materially shorter outage durations for all

2. Untimely Credit Request for INC-4471. Under Section 3.5 of Exhibit C, a customer must submit its written credit request within thirty (30) calendar days following the end of the affected calendar month. The October 2022 calendar month ended on October 31, 2022, meaning Pinnacle's credit request was due no later than November 30, 2022. Pinnacle submitted its credit request for incident INC-4471 on December 14, 2022

3. SLA Credit Cap. Even assuming arguendo that all four SLA credit requests were timely and properly calculated, Section 3.4 of Exhibit C caps total SLA credits at Four Hundred Thirty-Two Thousand Dollars ($432,000) in any rolling twelve-month period. The claimed credits of $120,000 (or $90,000 per Lumos's calculation) fall well within this cap. This defense is noted primarily for completeness, as it constrains the m

4. Consequential Damages Waiver. Section 11.3 of the MSA contains a clear and unambiguous mutual waiver of indirect, consequential, incidental, special, punitive, and lost-profits damages. This provision applies regardless of the theory of liability, whether in contract, tort, strict liability, or otherwise, and regardless of whether the party has been advised of the possibility of such damages. Of Pinnacle's total d

5. Third-Party Causation (INC-5033). Lumos has substantial evidence that the March 3–5, 2023 incident (INC-5033) was not caused by any act or omission of Lumos, but was instead triggered by a configuration change implemented by Pinnacle in its own cloud environment, which is hosted by Brindoval Cloud Infrastructure LLC ("Brindoval"), Pinnacle's independent infrastructure-as-a-service provider. Exhibit C, Section 2.3

6. Failure to Mitigate. Pinnacle did not activate its contractual right to failover to Lumos's designated disaster-recovery environment (US-West-2), which was available and operational during each of the alleged outage periods. The MSA and SLA contemplate that the customer will engage the disaster-recovery failover procedures set forth in Exhibit C, Section 5.1 in the event of a sustained P1 outage, and Pinnacle's fa

VIII. Applicability of the Policy Lumos respectfully submits that the claims asserted by Pinnacle fall within the coverage provided by the Policy for the following reasons: First, the claims arise from alleged errors, omissions, negligent acts, or failures in the performance of technology services by Lumos for Pinnacle. The Insuring Agreement of the Policy provides coverage for claims made against the insured arising

IX. Formal Tender Request Lumos hereby formally tenders this claim to Meridian Specialty Insurance Company and respectfully requests the following:

1. Acknowledgment of Coverage. Lumos requests that Meridian acknowledge coverage under Policy No. MSI-TECH-2022-07841 for the defense of, and potential indemnity obligations arising from, Pinnacle's claims as described herein. Lumos further requests that Meridian confirm in writing that the Policy is in force and that the claim has been accepted for coverage evaluation.

2. Defense Coverage. Lumos requests that Meridian acknowledge its obligation to fund defense costs in connection with the defense of this matter, subject to the $250,000 Self-Insured Retention. Lumos understands that defense costs will be applied against the SIR until the SIR is exhausted, at which point Meridian's obligation to fund defense costs will attach directly. Lumos requests Meridian's confirmation of this u

3. Indemnity Coverage. To the extent that any settlement, judgment, arbitration award, or other financial obligation is entered against Lumos in connection with the Pinnacle claim, Lumos requests indemnity coverage under the Policy, subject to the applicable per-occurrence and aggregate limits of liability and the SIR. Lumos reserves all rights with respect to the characterization of occurrences and the application o

4. Prompt Response. Lumos requests Meridian's written acknowledgment of receipt of this tender and an initial coverage determination within the timeframes specified in the Policy and applicable insurance regulations of the State of Connecticut (Meridian's state of domicile) and the State of California (the Insured's state of residence and the governing law jurisdiction of the underlying contract). Lumos expects to re

X. Engagement of Defense Counsel Lumos has retained Calderwood & Harkness LLP as defense counsel in this matter. The engagement was opened on May 15, 2023, under Calderwood & Harkness matter number 1008-00007. The engagement team assigned to this matter is as follows: Lumos respectfully requests Meridian's consent to Calderwood & Harkness LLP serving as approved defense counsel under the Policy. We note that the firm

XI. Reservation of Rights Lumos respectfully requests that, in the event Meridian issues a reservation of rights in connection with this claim, such reservation be communicated in writing with specificity as to the particular policy provisions, exclusions, conditions, or other bases for any coverage limitations or exclusions that Meridian asserts. Lumos further requests that any reservation of rights letter identify,

XII. Enclosed Documents The following documents are enclosed with this letter for Meridian's review and claims file: Exhibit A: Copy of Pinnacle Financial Holdings LLC's formal demand letter dated May 1, 2023, transmitted via Hargrove, Tillman & Burch LLP. Exhibit B: Copy of the Master Services Agreement dated January 15, 2021 (Lumos internal reference: MSA-PFH-2021-0015), including all exhibits and schedules, with p

XIII. Contact Information and Communications All communications regarding this claim should be directed to: Primary Contact: Linda Osei, Partner Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, California 94111 Telephone: (415) 391-7200 Email: losei@calderwoodharkness.com With a copy to: Adriana Voss, General Counsel Lumos Analytics Inc. 580 Howard Street, Suite 400 San Francisco, California

XIV. Closing Lumos takes this matter extremely seriously and is committed to mounting a vigorous and well-organized defense against Pinnacle's claims. As described in Section VII above, Lumos believes it has substantial and meritorious defenses, including the contractual consequential damages waiver, disputed uptime measurements, untimely credit requests, third-party causation, and failure to mitigate, each of which