Contract analysis

I. Purpose and Legal Obligation Calderwood & Harkness LLP has been retained by Lumos Analytics Inc. ("Lumos" or the "Company") to defend against a breach-of-contract claim asserted by Pinnacle Financial Holdings LLC ("Pinnacle") arising from the Master Services Agreement dated January 15, 2021 (the "MSA"), identified internally by Lumos under agreement number MSA-PFH-2021-0015. This engagement encompasses all aspects

II. Background of the Dispute The following summary provides the factual and contractual background necessary for recipients of this memorandum to understand the nature and scope of the dispute and to identify potentially relevant materials for preservation. This summary is based on information currently available to Calderwood & Harkness LLP and may be supplemented as the investigation progresses. A. The Master Serv

III. Scope of the Litigation Hold A. General Scope This litigation hold covers all documents, records, data, communications, and materials — whether in paper, electronic, or any other format — that are potentially relevant to any aspect of the dispute between Lumos and Pinnacle. The concept of "potentially relevant" is intentionally broad and should be construed liberally. If there is any question as to whether a par

1. Contractual Documents. All contractual documents relating to the Lumos-Pinnacle relationship must be preserved in their entirety, including but not limited to: • The executed MSA dated January 15, 2021 (MSA-PFH-2021-0015), including all exhibits (with particular emphasis on Exhibit C — Service Level Agreement), schedules, amendments, order forms, and statements of work, in all formats (original executed copies, co

2. Uptime and Performance Monitoring Data. Uptime and performance data is central to both Pinnacle's claims and Lumos's defenses. Accordingly, all of the following must be preserved: • All data, reports, logs, dashboards, and telemetry from Sentinel Uptime Services Inc. ("Sentinel"), Lumos's third-party infrastructure monitoring and incident-response logging provider. Sentinel's primary point of contact is Brenda Hal

3. Incident Reports and Tickets. The four incidents at the core of Pinnacle's claims must be documented thoroughly through the preservation of the following materials: • All internal incident reports, post-mortem analyses, root cause analyses ("RCAs"), after-action reports, blameless retrospectives, and lessons-learned documents prepared for incidents INC-4471, INC-4602, INC-4815, and INC-5033, in all draft and final

4. Communications with Pinnacle. All communications between Lumos and Pinnacle are potentially relevant and must be preserved, including: • All email correspondence between any Lumos personnel and any Pinnacle personnel from January 2021 to present. Key Pinnacle contacts identified to date include, without limitation: Gerald R. Worthington (CEO), Diana Cho (CFO), Naveen Mistry (CTO), and Sandra Keppler (VP of Vendor

5. Brindoval Cloud Infrastructure LLC Records. Calderwood & Harkness LLP understands that Lumos has identified evidence suggesting that the most severe incident — INC-5033 (March 3–5, 2023) — may have been caused or materially contributed to by a configuration change at Brindoval Cloud Infrastructure LLC ("Brindoval"), the infrastructure-as-a-service ("IaaS") provider used by Pinnacle. This potential defense is of si

6. Internal Business Records. The following categories of internal business records must also be preserved: • All financial records relating to the Pinnacle account, including but not limited to: invoices issued to Pinnacle, payment records and receipts, revenue recognition entries, deferred revenue schedules, accounts receivable aging reports, and any write-offs or adjustments relating to the Pinnacle account; • Cus

7. Insurance and Risk Management Records. Lumos maintains relevant insurance coverage that may be implicated by this dispute. The following must be preserved: • All documents relating to Lumos's Technology Errors & Omissions / Cyber Liability insurance policy with Meridian Specialty Insurance Company, Policy No. MSI-TECH-2022-07841. The current policy period runs from July 1, 2022 to July 1, 2023, with a renewal peri

8. Competitor and Market intelligence. • Any and all records relating to TrueNorth Data Systems Inc., the competitor platform that Pinnacle allegedly licensed on a temporary basis during the outage period as a failover or replacement solution. This includes any competitive intelligence reports, market analyses, feature comparison documents, win/loss analyses, sales battlecards, or communications in which TrueNorth is

IV. Custodians Subject to the Hold The following individuals, organizational units, and third parties are designated as custodians subject to this litigation hold. Each custodian is responsible for preserving all materials within their possession, custody, or control that fall within the scope of the hold as described in Section III above. A. Primary Custodians (Lumos Analytics Inc.) The following individuals are des

1. Adriana Voss — General Counsel. Ms. Voss is responsible for the overall coordination of the litigation hold, preservation of legal department files, and liaison with Calderwood & Harkness LLP.

2. Thomas Kwan — VP of Engineering / SRE. Mr. Kwan is responsible for the preservation of all engineering, SRE, DevOps, and infrastructure-related materials, including monitoring data, incident records, and technical logs.

3. Rachel Dominguez — VP of Customer Success. Ms. Dominguez is responsible for the preservation of all customer success, account management, and customer-facing materials relating to the Pinnacle account.

4. Marcus Ellison — CEO. Mr. Ellison is a custodian to the extent of any communications regarding Pinnacle, the SLA dispute, board-level discussions, or communications with Ridgeline Capital Partners, LP.

5. All members of the SRE / DevOps / infrastructure engineering team who had any involvement in the detection, triage, response, remediation, or post-mortem analysis of any of the four incidents (INC-4471, INC-4602, INC-4815, INC-5033). Thomas Kwan is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.

6. All customer success managers and account managers assigned to the Pinnacle account at any time during the period January 2021 through present. Rachel Dominguez is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.

7. IT administrators responsible for email systems, collaboration tools (Meridian Solutions, Northgate Data Systems, etc.), monitoring platforms, backup and archival systems, and data retention configurations. These individuals are critical to the technical implementation of the litigation hold on Lumos's electronic systems. B. Organizational Units The following organizational units within Lumos are subject to the ho

V. Specific Preservation Instructions The following instructions are provided to ensure that the litigation hold is implemented effectively and comprehensively. These instructions are mandatory and must be followed by all custodians and IT personnel. A. Electronic Data

1. Suspend Auto-Delete Policies. Immediately suspend all auto-delete policies, data retention purge schedules, automated archival processes, and data lifecycle management rules for all custodians and data categories identified in this memorandum. This includes, without limitation, email retention policies that automatically delete messages after a specified period, log rotation policies that overwrite older log files

2. Email Legal Hold. Ensure that the email accounts (including deleted items folders, sent items, drafts, archive folders, and journaled copies) of all identified custodians are placed on legal hold through the email system's native hold functionality (e.g., Ashgrove Software Litigation Hold, Severin Industries Vault hold, or equivalent). The hold must capture all existing email and prevent the permanent deletion of

3. Collaboration Platform Messages. Preserve all Meridian Solutions, Northgate Data Systems, or other collaboration platform messages, channels, direct messages, group messages, and shared files involving Pinnacle-related communications or incident-related discussions. This includes both public channels and private channels or direct messages. If the collaboration platform supports legal hold functionality, it should

4. Incident Management System Data. Preserve all data in Lumos's incident management system (e.g., Penrose Health IT, ServiceNow, Jira Service Management, OpsGenie, or equivalent) related to incidents INC-4471, INC-4602, INC-4815, and INC-5033, including all ticket fields, comments, attachments, status change logs, timestamps, assignee histories, and linked records.

5. Monitoring and Telemetry Data. Preserve all monitoring and telemetry data from Sentinel Uptime Services Inc. and from Lumos's internal monitoring infrastructure for the period January 2021 through present. This includes raw data exports, log files, metric time-series data, dashboard snapshots, alert histories, and any reports generated from such data. If any monitoring data is subject to retention limits that woul

6. Backups and Disaster Recovery Snapshots. Preserve all backup tapes, cloud backups, disaster recovery snapshots, and any other backup media that may contain relevant data. Backup media must not be overwritten, recycled, or destroyed. If Lumos's backup rotation schedule would result in the overwriting of tapes or snapshots containing relevant data, those tapes or snapshots must be pulled from the rotation and preser

7. Hardware and Devices. Do not reimage, wipe, repurpose, decommission, or dispose of any servers, laptops, desktops, mobile devices, tablets, or storage media belonging to or used by any identified custodian without prior written approval from Calderwood & Harkness LLP. If a custodian's device needs to be replaced for operational reasons, the original device must be preserved and a forensic image should be created b

VI. Duration of the Hold This litigation hold is effective immediately as of May 15, 2023, the date of this memorandum. The hold will remain in full force and effect until Calderwood & Harkness LLP issues a written release of the hold. The duration of the hold is indefinite and is not tied to any particular milestone or date. Even if the underlying dispute is resolved — whether through settlement, mediation, arbitrat

VII. Compliance and Reporting Obligations Effective implementation of this litigation hold requires the cooperation and diligence of each recipient and custodian. The following compliance and reporting obligations apply:

1. Departmental Responsibility. Each recipient of this memorandum is responsible for ensuring compliance within their respective department or functional area. This includes disseminating the hold to subordinates and team members who may possess relevant materials, monitoring ongoing compliance, and reporting any issues or concerns to the Litigation Hold Coordinator.

2. Litigation Hold Coordinator. Adriana Voss, as General Counsel of Lumos, is designated as the Litigation Hold Coordinator and the primary point of contact between Lumos and Calderwood & Harkness LLP for all matters relating to document preservation. Ms. Voss is responsible for overseeing the company-wide implementation of the hold, maintaining records of custodian acknowledgments, coordinating with IT to implement

3. Engineering and Technical Data. Thomas Kwan is responsible for ensuring the preservation of all engineering, SRE, DevOps, infrastructure monitoring, and Sentinel Uptime Services data as described in this memorandum. Mr. Kwan should coordinate with the relevant engineering managers, SRE leads, and IT administrators to implement the necessary technical preservation measures and should confirm completion of these mea

4. Customer Success Records. Rachel Dominguez is responsible for ensuring the preservation of all customer success records, account management files, QBR materials, and Pinnacle-related correspondence as described in this memorandum. Ms. Dominguez should identify all customer success personnel who have been assigned to the Pinnacle account and ensure that they receive and acknowledge this hold.

5. Custodian Acknowledgments. Each custodian who receives this litigation hold memorandum must acknowledge receipt and understanding by responding in writing (email is acceptable) to Adriana Voss within five (5) business days of receipt. The acknowledgment should confirm that the custodian has read and understood the memorandum, has taken steps to preserve all relevant materials within their possession or control, an

6. Questions Regarding Scope. Any questions about whether particular materials fall within the scope of this hold should be directed to Simone Laroche at Calderwood & Harkness LLP at the contact information provided in Section IX below, or to the undersigned. When in doubt, preserve the materials in question and seek guidance. It is always better to over-preserve than to risk the destruction of relevant evidence.

7. Reporting of Destruction or Loss. If any custodian becomes aware that potentially relevant materials have been destroyed, lost, altered, or corrupted — whether intentionally, inadvertently, or through the operation of automated systems — they must immediately notify Adriana Voss and Calderwood & Harkness LLP. Prompt notification is essential so that remedial measures can be taken, and so that Lumos can fulfill its

8. Periodic Reminders. The Litigation Hold Coordinator should issue periodic reminders of this hold — at minimum on a quarterly basis — to all custodians, reinforcing the obligation to preserve relevant materials and confirming that the hold remains in effect. Calderwood & Harkness LLP will coordinate with Ms. Voss on the timing and content of such reminders.

VIII. Consequences of Non-Compliance The importance of compliance with this litigation hold cannot be overstated. Failure to comply with this litigation hold may result in serious legal consequences for Lumos, including but not limited to: • Court-Imposed Sanctions: Courts have broad discretion to impose sanctions for the destruction or loss of relevant evidence, including monetary penalties, adverse evidentiary infe

IX. Contact Information For questions, guidance, or reporting regarding this litigation hold, the following individuals should be contacted: Simone Laroche Lead Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7700 Email: slaroche@calderwoodharkness.com Jeffrey Park Working Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco,

X. Acknowledgment Each recipient of this memorandum is required to sign and return the acknowledgment below, confirming receipt, understanding, and commitment to comply with this litigation hold. Signed acknowledgments must be returned to Simone Laroche at Calderwood & Harkness LLP within five (5) business days of receipt of this memorandum (i.e., no later than May 22, 2023). Signed acknowledgments may be returned by