Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and schedules attached hereto, each of which is hereby incorporated by reference and made a part hereof. (b) "Effective Date" means December 8, 2023. (c) "Incidents" means, collectively, the service disruptions id

Section 1.2 — Construction Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the MSA. The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement. All references to "Sections," "Articles," and "Exhibits" in this

ARTICLE 2 — SETTLEMENT CONSIDERATION

Section 2.1 — Service Credits In full and final settlement of all Released Claims, Lumos shall provide Pinnacle with service credits in the aggregate amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"). The Settlement Credits shall be applied as a lump-sum credit against Pinnacle's first four (4) monthly subscription invoices issued during the Renewal Term, at One Hundred Twenty-

Section 2.2 — No Cash Payment The Parties acknowledge and agree that the settlement consideration consists solely of the Service Credits described in Section 2.1 of this Agreement, and that Lumos shall not be required to make any cash payment, wire transfer, or other monetary disbursement of any kind to Pinnacle in connection with this Agreement or the settlement of the Released Claims contemplated hereby. Pinnacle a

Section 2.3 — Tax Treatment The Parties shall treat the Settlement Credits as a reduction in the purchase price for the Services provided under the MSA for all applicable federal, state, and local tax purposes. Neither Party shall take any position on any tax return or in any tax proceeding that is inconsistent with such treatment unless required to do so by a final determination of a court of competent jurisdiction

ARTICLE 3 — MSA RENEWAL AND AMENDMENT

Section 3.1 — MSA Renewal As a material inducement to Lumos's agreement to provide the Settlement Credits, and as additional consideration for this Agreement, Pinnacle agrees to renew the MSA for a Renewal Term of two (2) years, commencing on January 15, 2024 and expiring on January 14, 2026, subject to the terms and conditions set forth in MSA Amendment No. 1 executed concurrently herewith. The annual subscription f

Section 3.2 — Enhanced SLA Terms Concurrently with the execution of this Agreement, the Parties shall execute MSA Amendment No. 1, which shall, among other things, amend and restate Exhibit C (the Service Level Agreement) to the MSA to provide for the following enhanced service level commitments: (a) Increased Uptime Commitment. The monthly uptime availability commitment shall be increased from ninety-nine and ninety

Section 3.3 — Continued Force and Effect of MSA Except as expressly modified by MSA Amendment No. 1, all terms and conditions of the MSA shall remain in full force and effect during the Renewal Term and shall continue to govern the Parties' respective rights and obligations with respect to the provision and receipt of the Services. In the event of any conflict or inconsistency between the terms of this Agreement and

Section 4.1 — Release Effective as of the Effective Date, each Party (in such capacity, a "Releasing Party"), on behalf of itself and its respective past, present, and future parents, subsidiaries, affiliates, members, managers, partners, officers, directors, employees, agents, predecessors, successors, assigns, heirs, executors, administrators, and legal representatives (collectively, with respect to any Party, such

Section 4.2 — California Civil Code Section 1542 Waiver Each Party expressly acknowledges that it has been advised by its respective legal counsel regarding, and is fully familiar with, the provisions of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of ex

Section 4.3 — Scope of Release Without limiting the generality of Section 4.1, the Released Claims include, but are not limited to: (a) all claims for SLA credits under Section 3.2 of Exhibit C to the MSA, or any other provision of the MSA, related to or arising from the Incidents; (b) all claims for consequential, indirect, incidental, special, punitive, or exemplary damages, including without limitation claims for

Section 4.4 — Exclusions from Release Notwithstanding anything to the contrary in this Article 4, nothing in this Agreement shall release, waive, or discharge: (a) any Party's obligations arising under or pursuant to this Agreement; (b) any Party's obligations arising under or pursuant to the MSA (as amended by MSA Amendment No. 1) with respect to matters other than the Released Claims; (c) any claims arising from ev

ARTICLE 5 — NO ADMISSION OF LIABILITY

Section 5.1 — No Admission This Agreement, the settlement contemplated herein, and the provision of the Settlement Credits do not constitute, and shall not be construed or deemed to constitute, an admission of liability, fault, wrongdoing, breach of contract, breach of duty, negligence, or any other form of culpability or responsibility on the part of either Party or any of its Affiliates. Neither this Agreement, nor

Section 6.1 — Confidential Treatment The Parties agree that the existence of this Agreement, the terms and conditions of this Agreement, including without limitation the amount of the Settlement Credits, the financial terms of the Renewal Term (including the reduced subscription pricing), any drafts or proposals exchanged during the negotiation of this Agreement, and any negotiations, discussions, communications, or

Section 6.2 — Permitted Disclosures Notwithstanding Section 6.1, a Party may disclose Confidential Settlement Information in the following circumstances: (a) Professional Advisors and Internal Personnel. To its directors, officers, employees, attorneys, accountants, auditors, financial advisors, and insurance carriers (including, in the case of Lumos, Meridian Specialty Insurance Company, as Lumos's technology errors

Section 6.3 — Remedies for Breach The Parties acknowledge and agree that a breach of the confidentiality obligations set forth in this Article 6 may cause the non-breaching Party irreparable harm, injury, and damage that would not be adequately compensable by an award of monetary damages alone. Accordingly, in the event of any actual or threatened breach of this Article 6, the non-breaching Party shall be entitled to

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Mutual Representations Each Party represents and warrants to the other Party, as of the Effective Date, as follows: (a) Power and Authority. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full corporate or organizational power and authority to enter into this Agreement and to perform all of its obligations hereunder. (b) Due Authoriza

Section 7.2 — Voluntary Execution Each Party represents and warrants that it has entered into this Agreement freely, voluntarily, and without coercion or duress, after having received independent legal advice from competent counsel of its own choosing, and with full knowledge, understanding, and appreciation of the terms, conditions, consequences, and significance of this Agreement and the releases contained herein.

ARTICLE 8 — COSTS AND EXPENSES

Section 8.1 — Each Party Bears Own Costs Except as otherwise expressly provided in this Agreement, each Party shall bear and be solely responsible for its own costs, expenses, and attorneys' fees incurred in connection with (a) the disputes described in the Recitals of this Agreement, (b) the mediation described in Recital C, (c) the negotiation, preparation, review, and execution of this Agreement and MSA Amendment

Section 8.2 — Mediation Costs The mediation fee in the amount of Seven Thousand Five Hundred Dollars ($7,500) charged by the Bay Area Dispute Resolution Center for the November 14, 2023 mediation session before the Honorable Robert K. Tannenbaum (Ret.) has been split equally between the Parties, with each Party responsible for Three Thousand Seven Hundred Fifty Dollars ($3,750). Each Party confirms and acknowledges t

ARTICLE 9 — DISPUTE RESOLUTION

Section 9.1 — Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to

Section 9.2 — Jurisdiction and Venue Any action, suit, or proceeding arising from or relating to this Agreement, including any action to enforce the terms hereof or any dispute regarding the interpretation, validity, or enforceability of this Agreement, shall be brought exclusively in the state courts of the State of California located in the City and County of San Francisco, or in the United States District Court fo

Section 9.3 — Attorneys' Fees In any action, suit, or proceeding to enforce this Agreement or to resolve any dispute arising hereunder, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert fees, costs, and expenses (including, without limitation, fees and costs incurred on appeal) from the non-prevailing Party, in addition to any other relief to which such prevailing Party may be e

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 — Entire Agreement This Agreement, together with MSA Amendment No. 1 and the MSA (as amended by MSA Amendment No. 1), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether written or oral, between

Section 10.2 — Amendment and Waiver This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No waiver of an

Section 10.3 — Severability If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction or other governmental authority, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion of such provision), and all other provisions shall remain in full force and

Section 10.4 — Counterparts; Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary for each Party to sign the same counterpart. Signatures transmitted by electronic means, including via Brightwater Software or any similar electronic signature

Section 10.5 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably wit

Section 10.6 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) transmitted by email (with confirmation of receipt); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by nationally recognized ove

Section 10.7 — Third-Party Beneficiaries Except as expressly set forth herein with respect to the Affiliates of each Party (solely in their capacity as Released Parties under Article 4), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective Affiliates, successors, and permitted assigns any right, benefit, remedy, or c

Section 10.8 — Further Assurances Each Party agrees to execute and deliver, or cause to be executed and delivered, such further documents, instruments, and agreements, and to take or cause to be taken such further actions, as may be reasonably requested by the other Party and as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement, to confirm and carry out the provisions he

Section 10.9 — Construction This Agreement has been jointly negotiated and drafted by the Parties and their respective legal counsel. In the event of any ambiguity or dispute regarding the interpretation of any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the auth

1. Total Settlement Credits: $485,000.

2. Application Method: The Settlement Credits are applied at $121,250 per invoice against the first four (4) monthly invoices of the Renewal Term (January 2024 through April 2024). Because each monthly Settlement Credit installment of $121,250 exceeds the monthly subscription fee of $115,000 by $6,250, the excess $6,250 per month is carried forward as a credit against the next succeeding invoice.

3. Carryforward Credits: The aggregate carryforward credits accumulate to $25,000 ($6,250 × 4 months) and are applied against the May 2024 invoice, reducing the amount due for May 2024 from $115,000 to $90,000.

4. Full Exhaustion: All Settlement Credits shall be fully applied and exhausted by the May 2024 invoice cycle. Beginning with the June 2024 invoice and continuing through the end of the Renewal Term (January 2026), Pinnacle shall pay the full monthly subscription fee of $115,000 without offset or credit.

5. Renewal Term Annual Subscription Fee: $1,380,000 per annum ($115,000 per month × 12 months).

6. Total Renewal Term Contract Value: $2,760,000 ($1,380,000 × 2 years), before application of the Settlement Credits. After application of the $485,000 in Settlement Credits, the net contract value payable by Pinnacle during the Renewal Term is $2,275,000. End of Exhibit B — Service Credit Application Schedule Incident ID | Date(s) of Occurrence | Description INC-4471 | October 12–13, 2022 | Service disruption affec