Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represents Lumos Analytics Inc. ("Lumos"), a Delaware C-Corporation headquartered at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304, in connection with the negotiation and execution of a Channel Reseller Program Agreement (the "Agreement") with Meridian Data Solutions GmbH ("Meridian"), a German limited liability company (Gesellschaft mit beschr

II. Parties A. Lumos Analytics Inc. (Licensor / Client) Lumos Analytics Inc. is the Firm's client and the licensor under the Agreement. The following summarizes the relevant identifying information and key personnel: • Full Legal Name: Lumos Analytics Inc. • Entity Type: C-Corporation, organized and existing under the laws of the State of Delaware • Employer Identification Number (EIN): 84-3291056 • Registered Agent

1. Meridian Data Solutions UK Ltd • Entity Type: Private limited company, incorporated in England & Wales • Companies House Number: 12847391 • Registered Office: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom • Director: Katarina Voss • Authorized Sub-Distribution Territory: United Kingdom and the Republic of Ireland • Sub-Distributor Consent: Executed on March 22, 2024, as a standalone ancillary document

2. Meridian Data Solutions SARL • Entity Type: Société à responsabilité limitée (SARL), organized under the laws of the French Republic • SIREN Number: 912 483 057 • Registered Office: 27 Rue de la Boétie, 75008 Paris, France • Gérant: Jean-Philippe Moreau • Authorized Sub-Distribution Territory: France, Belgium, Luxembourg, and French-speaking Switzerland • Sub-Distributor Consent: Executed on March 22, 2024, as a s

III. Advisors and Third Parties The following advisors and third parties were engaged in connection with the negotiation, structuring, and execution of the Agreement. A. Legal Advisors Calderwood & Harkness LLP — Outside counsel to Lumos Analytics Inc. • Principal Office: 801 South Figueroa Street, Suite 4200, Los Angeles, CA 90017 • Engagement Letter: Dated January 30, 2024 • Engagement Team: • C&H was engaged to ad

IV. Transaction Structure and Key Commercial Terms A. Agreement Type The Agreement is a Channel Reseller Program Agreement, structured as a Technology Transactions instrument. Under the Agreement, Lumos grants Meridian a non-exclusive right to resell Lumos Prism™ SaaS subscriptions to end users within the EMEA Territory. The Agreement does not constitute a license of the Lumos Prism™ platform to Meridian for its own

1. Meridian Data Solutions UK Ltd — Authorized for the United Kingdom and the Republic of Ireland.

2. Meridian Data Solutions SARL — Authorized for France, Belgium, Luxembourg, and French-speaking Switzerland. Any request by Meridian to appoint additional sub-distributors must be submitted in writing to Lumos at least 60 days in advance, accompanied by detailed information regarding the proposed sub-distributor's organizational structure, financial condition, existing vendor relationships, compliance program, and

V. Term, Renewal, and Termination A. Initial Term The Agreement has a five-year initial term commencing on the Effective Date of April 1, 2024 and expiring on March 31, 2029, unless earlier terminated in accordance with the termination provisions of the Agreement. B. Renewal. Following the expiration of the initial term, the Agreement will automatically renew for successive one-year periods unless either party provid

1. Wind-Down Period for Existing Subscriptions. Meridian may continue to fulfill existing end-user SaaS subscriptions that were sold prior to the effective date of termination for a period of up to 12 months following the effective date of termination (the "Wind-Down Period"). During the Wind-Down Period, the terms and conditions of the Agreement will continue to apply to such existing subscriptions, including withou

2. Escrow Release. As described in Section IV.F above, unreleased escrow funds held by Evergreen Trust Company, N.A. will be released 12 months after the effective date of expiration or termination, net of any pending or unresolved indemnification claims.

3. Return of Confidential Information. Within 30 days after the effective date of termination, each party will return or destroy all Confidential Information of the other party in its possession or control, and will certify such return or destruction in writing to the disclosing party.

4. Trademark Delisting. Meridian will promptly cease all use of the Lumos Prism™ name, logo, and marketing materials and will remove all references to Lumos from its websites, marketing materials, and other public-facing communications within 30 days after the effective date of termination.

VI. Indemnification and Liability A. Lumos's Indemnification Obligations Lumos has agreed to indemnify, defend, and hold harmless Meridian, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) Any infringement or misapprop

1. Notice. The indemnified party must provide written notice to the indemnifying party within 30 days after becoming aware of any claim, action, or proceeding that may give rise to an indemnification obligation. Failure to provide timely notice will not relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually prejudiced by such failure.

2. Control of Defense. The indemnifying party has the right, at its sole cost and expense, to assume and control the defense of any claim for which indemnification is sought, using counsel of its own selection that is reasonably acceptable to the indemnified party. The indemnified party will cooperate in good faith with the indemnifying party and will have the right to participate in the defense at its own expense.

3. Settlement. The indemnifying party may not consent to the entry of any judgment or enter into any settlement with respect to a claim without the prior written consent of the indemnified party, which consent may not be unreasonably withheld, conditioned, or delayed. Any settlement that imposes any obligation, liability, or restriction on the indemnified party (other than the payment of money that is fully covered b

VII. Intellectual Property A. Licensed Product The Lumos Prism™ platform is an AI-powered financial analytics and risk-modeling SaaS platform designed for use by financial institutions, asset managers, and corporate finance teams. The platform incorporates proprietary machine learning algorithms, quantitative risk models, and data visualization tools. All intellectual property rights in the Lumos Prism™ platform, inc

VIII. Data Protection and Privacy A. Data Processing Agreement (DPA) A comprehensive Data Processing Agreement is attached as Exhibit C to the Agreement. The DPA governs the processing of personal data in connection with the resale of Lumos Prism™ SaaS subscriptions in the EMEA Territory and establishes the respective roles, responsibilities, and obligations of the parties with respect to data protection. Under the D

IX. Antitrust and Competition Law Compliance The Agreement has been reviewed for compliance with Article 101 of the Treaty on the Functioning of the European Union (TFEU) and the Vertical Block Exemption Regulation (EU) 2022/720 (VBER), which entered into force on June 1, 2022. This review was performed by Howard Bellamy, Partner (Antitrust & Competition), and is set forth in detail in a separate EU Competition / Ant

X. Export Control and Sanctions Compliance Both Lumos and Meridian have made comprehensive representations and warranties regarding their compliance with applicable export control and sanctions laws. These representations cover the following legal frameworks: • U.S. Export Administration Regulations (EAR) (15 C.F.R. Parts 730–774), administered by the U.S. Department of Commerce, Bureau of Industry and Security; • EU

XI. Anti-Corruption Both parties have made representations and warranties confirming their compliance with applicable anti-corruption laws, including: • The U.S. Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§ 78dd-1 et seq.), which prohibits the payment of bribes to foreign government officials to obtain or retain business; • The UK Bribery Act 2010, which prohibits bribery of both public and private sector indiv

XII. Insurance Requirements A. Lumos Coverage Lumos maintains the following insurance coverage, which satisfies its obligations under the Agreement: • Type of Coverage: Errors & Omissions / Cyber Liability • Carrier: Atlas Mutual Insurance Company • Policy Number: AML-TECH-2024-07829 • Limits of Liability: $10,000,000 per occurrence / $20,000,000 aggregate • Carrier Address: One Liberty Plaza, Hartford, CT 06103 • Br

XIII. Transfer Pricing and Tax Considerations The pricing structure of the Agreement, and specifically the 30% reseller discount provided to Meridian, has been analyzed under the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations to confirm that the pricing is consistent with the arm's-length principle. Methodology. The transfer pricing analysis was performed by Caldwell & Pryce Ad

XIV. Funds Flow and Payment Mechanics The funds flow for quarterly MAC payments under the Agreement is structured as follows: Origination. Each quarterly MAC payment originates from Meridian's EUR-denominated operating account at Zarvenische Handelsbank AG (Relationship Manager: Thomas Weidner), Promenadeplatz 12, 80333 München, Germany. Meridian is responsible for converting the EUR-denominated funds to USD at its o

XV. Key Dates and Transaction Timeline The following table summarizes the key dates and milestones in the negotiation, execution, and implementation of the Agreement:

XVI. Transaction Documents The following documents were executed and delivered at closing on March 22, 2024. All documents are maintained in the transaction closing binder for Matter No. 1008-00010:

1. Channel Reseller Program Agreement (Execution Version, dated March 22, 2024), including: • Exhibit A — Licensed Products & Pricing Schedule • Exhibit B — EMEA Territory & Sub-Distributor Authorization • Exhibit C — Data Processing Agreement (including GDPR Standard Contractual Clauses, Module Two) • Exhibit D — Trademark License & Brand Guidelines • Exhibit E — Service Level Agreement • Exhibit F — Minimum Annual

2. Escrow Agreement — executed among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., dated March 22, 2024

3. Sub-Distributor Consent — Meridian Data Solutions UK Ltd — executed on March 22, 2024

4. Sub-Distributor Consent — Meridian Data Solutions SARL — executed on March 22, 2024

5. Officer's Certificate — Lumos Analytics Inc. — executed by Priya Raghavan, CEO

6. Officer's Certificate — Meridian Data Solutions GmbH — executed by Florian Eckstein, Geschäftsführer

7. Secretary's Certificate — Lumos Analytics Inc. — certifying the adoption of the board resolution authorizing execution and delivery of the Agreement, and certifying the incumbency of Priya Raghavan as CEO

8. Bring-Down Certificate — certifying the accuracy and completeness of representations and warranties as of the closing date The Channel Reseller Program Agreement was signed by Priya Raghavan in her capacity as Chief Executive Officer of Lumos Analytics Inc. and by Florian Eckstein in his capacity as Geschäftsführer of Meridian Data Solutions GmbH. Original executed copies are maintained in the closing binder, with

XVII. Open Items and Post-Closing Matters The following items require ongoing monitoring and attention following the closing of the transaction:

1. First Quarterly MAC Payment — June 15, 2024. The first quarterly MAC payment of $1,125,000 is due on June 15, 2024. C&H will coordinate with Lumos's finance team (Marcus Ellenberg, CFO) and Pinnacle National Bank (David Okonkwo) to confirm receipt of the net payment ($1,068,750) and the escrow holdback ($56,250) on or before the due date. In the event of non-payment or late payment, C&H will advise Lumos on the ex

2. Ongoing Compliance Monitoring. C&H will provide ongoing compliance support to Lumos with respect to the following regulatory areas as they relate to the Agreement: • Export Controls and Sanctions: Periodic review of OFAC and EU sanctions designations to ensure the restricted territories list in the Agreement remains current; coordination with Lumos's VP, Legal & Compliance (Daniel Ostroff) on any changes to the sa

3. Insurance Renewal Tracking. C&H will calendar and track the renewal dates for the following insurance policies to ensure that both parties maintain the required coverage throughout the term of the Agreement: • Lumos: Atlas Mutual Insurance Company, Policy No. AML-TECH-2024-07829 (E&O / Cyber Liability) • Meridian: Rheinland Versicherung AG, Policy No. RV-2024-1148703 (CGL, Professional Indemnity, Cyber Liability)

4. Non-Renewal Notice Deadline. A calendar entry has been created for December 31, 2028, which is the deadline for either party to deliver a notice of non-renewal with respect to the initial five-year term. C&H will contact Lumos at least 180 days prior to this deadline (i.e., no later than July 4, 2028) to discuss whether Lumos intends to renew or non-renew the Agreement.

5. Sub-Processor List Review. Under the DPA, Meridian is entitled to 30 days' prior written notice of any changes to Lumos's sub-processor list. C&H will coordinate with Lumos's data privacy team and Thornbridge Whitaker LLP to ensure that appropriate notice is provided to Meridian in advance of any sub-processor changes and that any objections raised by Meridian are addressed in accordance with the DPA's dispute res

6. Transfer Pricing Documentation Updates. C&H will coordinate with Caldwell & Pryce Advisory LLC (Ingrid Svensson) on the preparation of annual updates to the transfer pricing documentation supporting the 30% reseller discount. These updates should be prepared within 90 days of the end of each contract year and should reflect actual transaction volumes, pricing data, and any changes to the comparable set. The first

7. Crestline Capital Partners Coordination. C&H will coordinate with Crestline Capital Partners, LP (