Contract analysis

I. Executive Summary The purpose of this memorandum is to review and confirm compliance with all insurance requirements imposed under the Channel Reseller Program Agreement (the "Agreement") by and between Lumos Analytics Inc., a Delaware corporation ("Lumos"), and Meridian Data Solutions GmbH, a company organized under the laws of the Federal Republic of Germany ("Meridian"), dated March 22, 2024. The Agreement gove

II. Contractual Insurance Requirements A. Insurance Provisions in the Agreement

Article 14 of the Agreement (entitled "Insurance") sets forth the insurance obligations applicable to each party. Section 14.1 imposes specific minimum coverage requirements on Meridian as the reseller, while Section 14.2 requires Lumos, as the platform provider, to maintain insurance coverage appropriate to its role in providing the Lumos Prism™ SaaS platform and supporting EMEA distribution activities. Section 14.3

III. Lumos's Insurance Program — Current Coverage A. E&O / Cyber Liability Policy Calderwood & Harkness has reviewed the certificate of insurance and policy summary for Lumos's primary errors and omissions / cyber liability policy, with the following key terms confirmed through Ridgepoint Insurance Brokers Inc.: Carrier: Atlas Mutual Insurance Company, One Liberty Plaza, Hartford, CT 06103. Atlas Mutual is a well-est

IV. Meridian's Insurance Program — Represented Coverage A. Carrier and Policy Information Calderwood & Harkness has reviewed the certificates of insurance furnished by Meridian in connection with the closing of the Agreement, together with representations made in the Officer's Certificate and correspondence from Meridian's outside counsel. The key terms of Meridian's insurance program are as follows: Carrier: Rheinla

V. Coordination with Ridgepoint Insurance Brokers Inc. As referenced throughout this memorandum, Calderwood & Harkness has coordinated with Sandra Nwosu, Account Executive at Ridgepoint Insurance Brokers Inc., in connection with our review of Lumos's insurance program. Ms. Nwosu has been consulted on the following matters, and her input has informed the analysis and recommendations set forth in this memorandum: Confi

VI. Risk Considerations and Gap Analysis While both parties' insurance programs satisfy the contractual requirements set forth in the Agreement, our review has identified certain risk considerations and potential gaps that warrant attention. These are discussed below. A. Lumos's Uncapped IP Indemnification Exposure As noted in Section III.B above, the indemnification framework in the Agreement provides that Lumos's o

Section 5.3(c) of the Agreement requires that each approved sub-distributor maintain insurance coverage comparable to the coverage required of Meridian under Section 14.1, including CGL of not less than €5,000,000 per occurrence, professional indemnity of not less than €10,000,000 per occurrence, and cyber liability of not less than €5,000,000 per occurrence. Meridian has represented in its closing deliverables that

VII. Annual Monitoring and Renewal Obligations Ongoing compliance with the insurance requirements of the Agreement will require diligent monitoring by both parties throughout the initial five-year term and any renewal periods. The following procedures and obligations should be observed: Duration of Insurance Obligations. Both parties are contractually required to maintain the insurance coverage specified in Article 1

VIII. Conclusions and Recommendations Based on our review of the contractual insurance requirements set forth in the Agreement, the existing insurance programs maintained by both Lumos and Meridian, our coordination with Ridgepoint Insurance Brokers Inc., and the verification materials received from Meridian and its outside counsel, we reach the following conclusions and recommendations:

1. Lumos's coverage is compliant. Atlas Mutual Insurance Company Policy No. AML-TECH-2024-07829, providing errors and omissions / technology professional liability / cyber liability coverage with limits of $10,000,000 per occurrence and $20,000,000 aggregate, satisfies the insurance requirements imposed on Lumos under Section 14.2 of the Agreement and provides adequate protection for the EMEA distribution activities

2. Meridian's coverage is compliant. Based on the certificates of insurance reviewed by Calderwood & Harkness, the representations made by Florian Eckstein in the Officer's Certificate dated March 22, 2024, and the confirmation provided by Meridian's outside counsel (Dr. Stefan Kessler of Kessler Hartmann Rechtsanwälte PartG mbB), Rheinland Versicherung AG Policy No. RV-2024-1148703 meets or exceeds all contractual m

3. Recommendation — IP Indemnity Excess Coverage. Given the uncapped nature of Lumos's intellectual property infringement indemnification obligation under Section 12.1(a) of the Agreement, Lumos should explore with Ridgepoint Insurance Brokers Inc. whether excess or umbrella coverage, or a dedicated IP indemnity insurance product, is available and commercially justified to address the tail risk of an extraordinary IP

4. Recommendation — Sub-Distributor Certificates. Lumos should request certificates of insurance from Meridian Data Solutions UK Ltd (Companies House No. 12847391) and Meridian Data Solutions SARL (SIREN 912 483 057) to confirm that each pre-approved sub-distributor maintains insurance coverage at or above the contractual minimums required by Section 5.3(c) of the Agreement. In the alternative, Lumos should request w

5. Recommendation — Annual Monitoring. Lumos should establish a calendared annual review process for monitoring both parties' insurance certificates, coordinated between Daniel Ostroff (Vice President, Legal & Compliance, Lumos Analytics Inc.) and Sandra Nwosu (Account Executive, Ridgepoint Insurance Brokers Inc.). The review process should include calendar reminders, certificate review and documentation, and a proto

IX. Appendices Appendix A — Summary of Atlas Mutual Insurance Company Policy Policy Number: AML-TECH-2024-07829 Named Insured: Lumos Analytics Inc., a Delaware corporation Carrier: Atlas Mutual Insurance Company One Liberty Plaza Hartford, CT 06103 Coverage Type: Errors & Omissions / Technology Professional Liability / Cyber Liability (combined policy) Coverage Limits: • $10,000,000 per occurrence • $20,000,000 annua

Section 14.1 — Reseller Insurance Requirements

Section 14.2 — Provider Insurance Requirements

Section 14.3 — Certificates of Insurance

Section 14.5 — Remedies for Insurance Deficiency

Section 5.3(c) — Sub-Distributor Insurance

Article 12 — Indemnification (relevant excerpts regarding indemnification cap and uncapped carve-outs) Note: Full verbatim excerpts of the above provisions are maintained in the Calderwood & Harkness matter file (Matter No. 1008-00010) and are available upon request. Due to the confidential and privileged nature of the Agreement, the full text of these provisions has not been reproduced in this memorandum but has bee

1. Email from Sandra Nwosu (Ridgepoint) to Robert Jansen (Calderwood & Harkness), dated March 8, 2024. Subject: Confirmation of Atlas Mutual Policy Terms for Lumos Analytics Inc. Ms. Nwosu provided a summary of the key terms of Atlas Mutual Policy No. AML-TECH-2024-07829, including coverage limits, scope, territorial provisions, and deductible/retention information. Ms. Nwosu confirmed the worldwide territorial scope

2. Email from Robert Jansen (Calderwood & Harkness) to Sandra Nwosu (Ridgepoint), dated March 11, 2024. Subject: EMEA Channel Reseller Arrangement — Endorsement Inquiry. Mr. Jansen inquired whether any endorsements or riders would be required to specifically address the EMEA channel reseller arrangement under the Agreement.

3. Email from Sandra Nwosu (Ridgepoint) to Robert Jansen (Calderwood & Harkness), dated March 13, 2024. Subject: RE: EMEA Channel Reseller Arrangement — Endorsement Inquiry. Ms. Nwosu confirmed that no additional endorsement is required, as the existing worldwide territory provision in the Atlas Mutual policy is sufficient to cover EMEA distribution activities through the channel reseller arrangement.

4. Telephone call between Sandra Nwosu (Ridgepoint) and Robert Jansen (Calderwood & Harkness), March 15, 2024. Subject: Market Benchmarking and Forward-Looking Coverage Recommendations. Ms. Nwosu provided benchmarking data on E&O/cyber liability limits for comparable SaaS/fintech companies and recommended that Lumos consider increasing aggregate limits at the next renewal cycle if EMEA revenue ramps materially beyond

5. Email from Sandra Nwosu (Ridgepoint) to Robert Jansen (Calderwood & Harkness), dated March 18, 2024. Subject: Confirmation of CGL Coverage — Lumos Analytics Inc. Ms. Nwosu confirmed that Lumos's commercial general liability coverage is in place and current under a separate policy, satisfying the CGL requirement of the Agreement. — End of Memorandum — Coverage Type | Contractual Minimum (Section 14.1) | Meridian's