1008-00001 · Lumos Analytics Inc · Administrative

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3100 San Francisco, CA 94105 Telephone: (415) 552-7000 Facsimile: (415) 552-7001 www.calderwoodharkness.com

January 16, 2023

VIA ELECTRONIC MAIL AND DocuSign

Lumos Analytics Inc. 2180 Gateway Boulevard, Suite 400 San Jose, CA 95110

Attention: Marcus Delaney, General Counsel

Re: Engagement of Calderwood & Harkness LLP — Representation of Lumos Analytics Inc. in Connection with Senior Secured Revolving Credit Facility C&H Matter No. 1008-00001

Dear Mr. Delaney:

1. Purpose and Acceptance

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), as outside counsel in connection with the matter described herein. We appreciate the confidence you and the Lumos management team have placed in our Firm, and we look forward to a productive and collaborative working relationship.

This letter (this "Engagement Letter") sets forth the terms and conditions governing the Firm's engagement by the Company. This Engagement Letter shall become effective upon countersignature by an authorized representative of the Company and return of a signed copy to the Firm. We ask that you review this Engagement Letter carefully and contact us with any questions before signing. If the terms set forth herein are acceptable, please sign and return the enclosed copy at your earliest convenience so that we may commence work promptly.

2. Scope of Engagement

The Firm has been retained to represent the Company as borrower in connection with the negotiation, documentation, and closing of a senior secured revolving credit facility in the aggregate principal amount of Thirty Million Dollars ($30,000,000) (the "Facility"), to be provided by Ridgeline National Bank, National Association ("Ridgeline"), as administrative agent and sole initial lender. Our representation will encompass the following specific work streams:

(a) Review and negotiation of the term sheet and commitment letter issued by Ridgeline, including analysis of all key economic, structural, and legal terms contained therein;

(b) Drafting and negotiation of the credit agreement, security agreement (including an intellectual property security agreement covering the Company's patents, trademarks, copyrights, and related intellectual property), guaranty agreements (if applicable), and all ancillary loan documents necessary to effectuate the Facility;

(c) Preparation of corporate authorizations (including board resolutions and certificates of incumbency), officer's certificates, perfection certificates, closing checklists, and other closing deliverables customarily required in connection with a transaction of this nature;

(d) Delivery of a legal opinion of borrower's counsel at closing, in form and substance reasonably satisfactory to Ridgeline and its counsel, addressing customary matters such as due organization, corporate authority, enforceability, and no conflicts;

(e) Coordination of Uniform Commercial Code ("UCC") searches and filings in the State of Delaware and the State of California, including engagement of Pinnacle Filing Services, Inc. ("Pinnacle") as the Firm's preferred third-party filing agent for purposes of conducting lien searches and processing UCC-1 financing statement filings;

(f) Coordination regarding the negotiation and execution of deposit account control agreements with the Company's depository banks, insurance certificates and endorsements, landlord lien waivers and consents for the Company's leased premises, and other conditions precedent to closing and post-closing items as set forth in the credit agreement and related loan documents; and

(g) General advice and counsel on all matters reasonably related to the Facility through and including the closing date.

Limitations on Scope. The Company acknowledges and agrees that the scope of this engagement is limited to the matters described above. Without limiting the generality of the foregoing, the scope of this engagement does not include representation of the Company in connection with any future amendments, waivers, restatements, modifications, refinancings, or extensions of the Facility following the closing date, nor does it include the completion of any post-closing deliverables that may be required under the credit agreement or related loan documents following the closing date, unless the Firm and the Company separately agree in writing to expand the scope of this engagement. Any such additional work will be performed on an hourly basis in accordance with the fee arrangements described in Section 4 below.

Furthermore, the scope of this engagement does not include the provision of tax advice (including, without limitation, advice regarding the tax consequences of the Facility or the deductibility of interest payments thereunder), regulatory advice (other than as may be incidental to the negotiation and documentation of the Facility), or the representation of Verdant Capital Partners Fund III, L.P. or any other equity holder, investor, or affiliate of the Company. To the extent that the Company requires advice in any of these areas, we recommend that the Company consult with its tax advisors, regulatory counsel, or other appropriate professionals.

3. Engagement Team

The following attorneys will serve as the primary engagement team for this matter:

Other attorneys and professional staff of the Firm, including paralegals and legal assistants, may assist from time to time as reasonably needed to staff the engagement effectively and efficiently. Staffing adjustments will be made in consultation with the Company, and the Firm will endeavor to maintain continuity of the engagement team throughout the duration of the matter.

The primary client contacts at Lumos for purposes of this engagement shall be Marcus Delaney, General Counsel, and Catherine "Cat" Lindgren, Chief Financial Officer. We ask that day-to-day communications and document exchanges be directed primarily through Mr. Delaney, with Ms. Lindgren copied on all substantive correspondence and financial matters as appropriate. The Firm will take direction from both Mr. Delaney and Ms. Lindgren on matters within their respective areas of responsibility.

4. Fees and Fee Arrangement

4.1 Fee Cap Through Closing

Legal fees for all services rendered by the Firm in connection with the negotiation, documentation, and closing of the Facility, as described in Section 2 of this Engagement Letter, shall be subject to a cap of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Fee Cap"). The Firm will track all attorney time on the matter and bill against the Fee Cap, but in no event shall the aggregate legal fees invoiced to the Company for pre-closing services exceed the Fee Cap, regardless of the actual time expended by the engagement team.

The Fee Cap covers all attorney time from the opening of the engagement through and including the closing date of the Facility. For the avoidance of doubt, the closing date means the date on which all conditions precedent to the initial extension of credit under the Facility have been satisfied or waived and the credit agreement has been executed and delivered by the parties thereto.

The Fee Cap does not include disbursements or out-of-pocket expenses incurred by the Firm in connection with the engagement, which are addressed separately in Section 5 below. The Fee Cap also does not cover legal fees for any post-closing services, which shall be billed on an hourly basis as described in Section 4.2 below.

Should the scope of the engagement materially change during the course of the Firm's representation — for example, due to a significant restructuring of the Facility terms (such as a conversion from a revolving facility to a term loan facility, or a material increase in the commitment amount), the addition of multiple lenders requiring syndication documentation, or a significant expansion of collateral diligence requirements beyond what is currently anticipated — the parties will discuss in good faith any appropriate adjustment to the Fee Cap. Any such adjustment shall be memorialized in writing and signed by both parties before becoming effective.

4.2 Hourly Billing Post-Closing

Following the closing of the Facility, any services rendered by the Firm in connection with post-closing deliverables required under the credit agreement, future amendments, restatements, waivers, consents, or other matters related to the Facility will be billed on an hourly basis at the Firm's then-current standard billing rates for the applicable timekeepers. The current 2023 standard hourly billing rates for the members of the engagement team are as follows:

The Firm's standard billing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide the Company with advance written notice of any changes to the billing rates applicable to the engagement team prior to such changes becoming effective.

Paralegals and other professional staff of the Firm, if utilized in connection with post-closing or other hourly-billed work, will be billed at their applicable standard rates, which currently range from $275 to $400 per hour depending on seniority and experience.

4.3 Billing and Payment Terms

The Firm will render invoices to the Company on a monthly basis. Each invoice will include a reasonable description of the services performed, the date of service, the identity of the timekeeper, the time expended (in increments of one-tenth of an hour), and the applicable billing rate, as well as an itemization of any disbursements and out-of-pocket expenses incurred during the billing period.

All invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check to the account or address specified on the invoice. If the Company has any questions or disputes regarding a particular invoice, we ask that the Company raise such questions promptly so that they may be resolved in a timely manner; however, any undisputed portions of an invoice shall remain due and payable within the thirty-day period.

The Firm reserves the right to charge interest on any overdue and undisputed balances at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower), accruing from the date the payment was due until the date of actual receipt by the Firm.

5. Expenses and Disbursements

In addition to the legal fees described in Section 4, the Company shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Filing fees associated with UCC-1 financing statement filings with the Delaware Secretary of State and the California Secretary of State, as well as any filings with the United States Patent and Trademark Office ("USPTO") in connection with the intellectual property security agreement;

(b) Search fees for UCC lien searches, federal and state tax lien searches, judgment lien searches, pending litigation searches, and intellectual property searches (trademark, patent, and copyright), in each case as necessary to confirm the priority and perfection of Ridgeline's security interest in the collateral;

(c) Fees and charges of Pinnacle Filing Services, Inc. for UCC search processing, UCC filing services, and related third-party support in connection with lien perfection;

(d) Travel expenses, if applicable, incurred by members of the engagement team in connection with in-person meetings, closing, or other engagement-related travel, which shall be reimbursed at cost in accordance with the Firm's standard travel reimbursement policies;

(e) Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC) for the transmission of executed documents, closing binders, and other engagement-related materials;

(f) Long-distance telephone and conference call charges attributable to the engagement;

(g) Document reproduction, printing, and binding costs, including costs associated with the production of closing sets and closing binders; and

(h) Fees for certificates of good standing and certificates of existence from the Delaware Secretary of State, the California Secretary of State, and any other applicable state authority, as may be required in connection with the closing of the Facility.

All expenses and disbursements will be itemized on the Firm's monthly invoices and are payable within the same thirty-day period applicable to legal fees.

For the avoidance of doubt, the upfront commitment fee of One Hundred Fifty Thousand Dollars ($150,000) payable by the Company to Ridgeline at closing, the agency fee, and any other lender fees, bank fees, or third-party costs that are direct obligations of the Company under the Facility or the related commitment letter are the sole responsibility of the Company and are not included in, and will not be paid from, the Firm's legal fees or expense reimbursements under this Engagement Letter.

6. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to us (including the identity of the parties to the Facility and the Company's principal equity holders and officers), confirms that it is not aware of any conflict of interest that would prevent the Firm from representing the Company in this matter.

Specifically, the Firm does not currently represent Ridgeline National Bank, National Association, Whitmore Graves & Fitch LLP (which we understand has been engaged as lender's counsel to Ridgeline in connection with the Facility), or any other party to the Facility in any matter that is adverse to the Company. The Firm has no attorney-client relationship with any such party as of the date of this Engagement Letter.

Should an actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Company in writing and discuss with the Company the appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, obtaining an informed written waiver from the affected parties in accordance with the California Rules of Professional Conduct, implementing an ethical screen or other protective measures within the Firm, or, if the conflict cannot be adequately addressed, withdrawal from the engagement in accordance with Section 9 below.

The Company acknowledges that the Firm represents, and will continue to represent, other clients in the technology lending, venture-backed company, and financial institution spaces, including clients that may be competitors of the Company or that may have interests that differ from those of the Company in other matters. The Company agrees that such representations do not, by themselves, constitute a conflict of interest with respect to this engagement, provided that the Firm does not use any confidential information of the Company in connection with any such other representations. The Firm confirms that it will maintain appropriate information barriers and confidentiality protections in accordance with its professional obligations.

7. Confidentiality

The Firm will maintain the confidentiality of all information provided by the Company or obtained by the Firm in connection with this engagement, consistent with the Firm's professional obligations under the California Rules of Professional Conduct and all other applicable rules of professional conduct. All such information will be treated as confidential and will not be disclosed to any third party without the Company's prior written consent, except as expressly permitted or required by the exceptions set forth below.

The Firm may disclose confidential information of the Company in the following limited circumstances: (a) as required by applicable law, regulation, or court order; (b) as required by applicable ethical rules or rules of professional conduct; (c) as reasonably necessary in connection with the performance of the Firm's services under this engagement (including, for example, disclosure to Pinnacle Filing Services, Inc. or other third-party service providers engaged in connection with the Facility, subject to appropriate confidentiality protections); or (d) with the Company's prior written consent.

The fact of the Company's engagement of the Firm and the existence of the attorney-client relationship between the parties shall be kept confidential by the Firm unless disclosure is required or appropriate in connection with the Facility — for example, in the closing opinion to be delivered by the Firm at closing, in the closing documents, or in communications with Ridgeline and its counsel in the ordinary course of the Facility negotiation and closing process.

8. Document Retention

Following the completion or termination of this engagement, the Firm will retain engagement files (including both paper and electronic files) in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current document retention policy provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, after which time the files may be destroyed in accordance with the Firm's standard procedures without further notice to the Company.

The Company may request the return of original documents at any time during or after the engagement by providing written notice to the Firm. Upon receipt of such request, the Firm will promptly return the requested original documents to the Company, at the Company's expense. The Firm reserves the right to retain copies of all documents (including work product) for its own records, subject to the Firm's confidentiality obligations under Section 7 and applicable rules of professional conduct.

9. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any such termination shall be subject to the Firm's professional obligations under the California Rules of Professional Conduct, including any applicable rules regarding withdrawal of representation and the Firm's duty to take reasonable steps to avoid foreseeable prejudice to the Company's interests.

Upon termination of the engagement, the Company shall be responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination. For pre-closing services, such fees shall remain subject to the Fee Cap set forth in Section 4.1. For post-closing services billed on an hourly basis, the Company shall be responsible for all fees and expenses incurred through the termination date in accordance with the hourly rates set forth in Section 4.2.

Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Company, including by providing successor counsel with copies of relevant files, work product, and documents, subject to payment of all outstanding fees and expenses owed to the Firm and subject to applicable law regarding attorney's retaining liens.

10. Limitation of Liability

To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of legal fees actually paid by the Company to the Firm under this Engagement Letter.

This limitation of liability shall not apply in cases of the Firm's gross negligence, willful misconduct, or fraud. Nothing in this Section 10 shall be construed to limit or restrict any rights or remedies that the Company may have under applicable rules of professional conduct or that cannot be waived or limited as a matter of law.

11. Governing Law

This Engagement Letter and the relationship between the Firm and the Company arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction.

Any disputes, claims, or controversies arising out of or relating to this Engagement Letter or the Firm's engagement by the Company shall be resolved exclusively in the state or federal courts located in the City and County of San Francisco, California, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for such purposes.

12. Entire Agreement; Amendments

This Engagement Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and negotiations between the parties with respect to such subject matter.

No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by an authorized representative of each of the Firm and the Company. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of that or any other right or remedy.

13. Miscellaneous

Notices. All notices, requests, demands, and other communications under this Engagement Letter shall be in writing and shall be delivered by hand, sent by overnight courier, or transmitted by electronic mail to the applicable party at the address set forth below (or to such other address as a party may designate by written notice to the other party):

If to the Firm:

Stephanie Okafor, Partner Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105

Email: sokafor@calderwoodharkness.com

If to the Company:

Marcus Delaney, General Counsel Lumos Analytics Inc. 2180 Gateway Boulevard, Suite 400 San Jose, CA 95110

Email: mdelaney@lumosanalytics.com

Counterparts. This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (such as DocuSign or similar platforms) or by portable document format (PDF) transmitted by electronic mail, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Engagement Letter by electronic transmission shall be effective as delivery of a manually executed counterpart.

We look forward to working with you and the Lumos team on this matter. We believe that the combination of C&H's deep experience in the technology lending space and our engagement team's familiarity with Ridgeline's documentation practices will allow us to move efficiently toward a successful closing. Please do not hesitate to contact Stephanie Okafor or Daniel Obi with any questions regarding this Engagement Letter or the engagement generally.

If you are in agreement with the terms set forth herein, please sign and return one copy of this Engagement Letter to the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

Date: January 16, 2023

ACKNOWLEDGED AND AGREED:

The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has the authority to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

LUMOS ANALYTICS INC.

By: ________

Name: Marcus Delaney

Title: General Counsel

Date: ________

cc: Catherine "Cat" Lindgren, Chief Financial Officer, Lumos Analytics Inc. cc: Philip Hartmann, Partner, Calderwood & Harkness LLP

For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Attorney	Role	Responsibility
Stephanie Okafor, Partner, Banking & Finance	Responsible Partner	Overall supervision and strategic direction of the engagement; primary partner contact for the Company on legal and business matters relating to the Facility
Philip Hartmann, Partner, Banking & Finance	Billing Partner	Billing oversight, invoice review, and secondary partner coverage; available to provide additional partner-level support as needed
Daniel Obi, Associate, Banking & Finance	Lead Associate	Primary day-to-day responsibility for drafting, review, and negotiation of loan documents; coordination of closing logistics and communication with lender's counsel
Lisa Morrow, Associate, Banking & Finance	Working Associate	Supporting associate for document preparation, due diligence coordination, UCC search and filing coordination, perfection matters, and closing deliverables
Attorney	2023 Standard Hourly Rate
Stephanie Okafor (Partner)	$1,150 per hour
Philip Hartmann (Partner)	$1,100 per hour
Daniel Obi (Associate)	$725 per hour
Lisa Morrow (Associate)	$575 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3100 San Francisco, CA 94105 Telephone: (415) 552-7000 Facsimile: (415) 552-7001 www.calderwoodharkness.com
January 16, 2023
VIA ELECTRONIC MAIL AND DocuSign
Lumos Analytics Inc. 2180 Gateway Boulevard, Suite 400 San Jose, CA 95110
Attention: Marcus Delaney, General Counsel
Re: Engagement of Calderwood & Harkness LLP — Representation of Lumos Analytics Inc. in Connection with Senior Secured Revolving Credit Facility C&H Matter No. 1008-00001
Dear Mr. Delaney:
1. Purpose and Acceptance
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), as outside counsel in connection with the matter described herein. We appreciate the confidence you and the Lumos management team have placed in our Firm, and we look forward to a productive and collaborative working relationship.
This letter (this "Engagement Letter") sets forth the terms and conditions governing the Firm's engagement by the Company. This Engagement Letter shall become effective upon countersignature by an authorized representative of the Company and return of a signed copy to the Firm. We ask that you review this Engagement Letter carefully and contact us with any questions before signing. If the terms set forth herein are acceptable, please sign and return the enclosed copy at your earliest convenience so that we may commence work promptly.
2. Scope of Engagement
The Firm has been retained to represent the Company as borrower in connection with the negotiation, documentation, and closing of a senior secured revolving credit facility in the aggregate principal amount of Thirty Million Dollars ($30,000,000) (the "Facility"), to be provided by Ridgeline National Bank, National Association ("Ridgeline"), as administrative agent and sole initial lender. Our representation will encompass the following specific work streams:
(a) Review and negotiation of the term sheet and commitment letter issued by Ridgeline, including analysis of all key economic, structural, and legal terms contained therein;
(b) Drafting and negotiation of the credit agreement, security agreement (including an intellectual property security agreement covering the Company's patents, trademarks, copyrights, and related intellectual property), guaranty agreements (if applicable), and all ancillary loan documents necessary to effectuate the Facility;
(c) Preparation of corporate authorizations (including board resolutions and certificates of incumbency), officer's certificates, perfection certificates, closing checklists, and other closing deliverables customarily required in connection with a transaction of this nature;
(d) Delivery of a legal opinion of borrower's counsel at closing, in form and substance reasonably satisfactory to Ridgeline and its counsel, addressing customary matters such as due organization, corporate authority, enforceability, and no conflicts;
(e) Coordination of Uniform Commercial Code ("UCC") searches and filings in the State of Delaware and the State of California, including engagement of Pinnacle Filing Services, Inc. ("Pinnacle") as the Firm's preferred third-party filing agent for purposes of conducting lien searches and processing UCC-1 financing statement filings;
(f) Coordination regarding the negotiation and execution of deposit account control agreements with the Company's depository banks, insurance certificates and endorsements, landlord lien waivers and consents for the Company's leased premises, and other conditions precedent to closing and post-closing items as set forth in the credit agreement and related loan documents; and
(g) General advice and counsel on all matters reasonably related to the Facility through and including the closing date.
Limitations on Scope. The Company acknowledges and agrees that the scope of this engagement is limited to the matters described above. Without limiting the generality of the foregoing, the scope of this engagement does not include representation of the Company in connection with any future amendments, waivers, restatements, modifications, refinancings, or extensions of the Facility following the closing date, nor does it include the completion of any post-closing deliverables that may be required under the credit agreement or related loan documents following the closing date, unless the Firm and the Company separately agree in writing to expand the scope of this engagement. Any such additional work will be performed on an hourly basis in accordance with the fee arrangements described in Section 4 below.
Furthermore, the scope of this engagement does not include the provision of tax advice (including, without limitation, advice regarding the tax consequences of the Facility or the deductibility of interest payments thereunder), regulatory advice (other than as may be incidental to the negotiation and documentation of the Facility), or the representation of Verdant Capital Partners Fund III, L.P. or any other equity holder, investor, or affiliate of the Company. To the extent that the Company requires advice in any of these areas, we recommend that the Company consult with its tax advisors, regulatory counsel, or other appropriate professionals.
3. Engagement Team
The following attorneys will serve as the primary engagement team for this matter:
Other attorneys and professional staff of the Firm, including paralegals and legal assistants, may assist from time to time as reasonably needed to staff the engagement effectively and efficiently. Staffing adjustments will be made in consultation with the Company, and the Firm will endeavor to maintain continuity of the engagement team throughout the duration of the matter.
The primary client contacts at Lumos for purposes of this engagement shall be Marcus Delaney, General Counsel, and Catherine "Cat" Lindgren, Chief Financial Officer. We ask that day-to-day communications and document exchanges be directed primarily through Mr. Delaney, with Ms. Lindgren copied on all substantive correspondence and financial matters as appropriate. The Firm will take direction from both Mr. Delaney and Ms. Lindgren on matters within their respective areas of responsibility.
4. Fees and Fee Arrangement
4.1 Fee Cap Through Closing
Legal fees for all services rendered by the Firm in connection with the negotiation, documentation, and closing of the Facility, as described in Section 2 of this Engagement Letter, shall be subject to a cap of One Hundred Eighty-Five Thousand Dollars ($185,000) (the "Fee Cap"). The Firm will track all attorney time on the matter and bill against the Fee Cap, but in no event shall the aggregate legal fees invoiced to the Company for pre-closing services exceed the Fee Cap, regardless of the actual time expended by the engagement team.
The Fee Cap covers all attorney time from the opening of the engagement through and including the closing date of the Facility. For the avoidance of doubt, the closing date means the date on which all conditions precedent to the initial extension of credit under the Facility have been satisfied or waived and the credit agreement has been executed and delivered by the parties thereto.
The Fee Cap does not include disbursements or out-of-pocket expenses incurred by the Firm in connection with the engagement, which are addressed separately in Section 5 below. The Fee Cap also does not cover legal fees for any post-closing services, which shall be billed on an hourly basis as described in Section 4.2 below.
Should the scope of the engagement materially change during the course of the Firm's representation — for example, due to a significant restructuring of the Facility terms (such as a conversion from a revolving facility to a term loan facility, or a material increase in the commitment amount), the addition of multiple lenders requiring syndication documentation, or a significant expansion of collateral diligence requirements beyond what is currently anticipated — the parties will discuss in good faith any appropriate adjustment to the Fee Cap. Any such adjustment shall be memorialized in writing and signed by both parties before becoming effective.
4.2 Hourly Billing Post-Closing
Following the closing of the Facility, any services rendered by the Firm in connection with post-closing deliverables required under the credit agreement, future amendments, restatements, waivers, consents, or other matters related to the Facility will be billed on an hourly basis at the Firm's then-current standard billing rates for the applicable timekeepers. The current 2023 standard hourly billing rates for the members of the engagement team are as follows:
The Firm's standard billing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide the Company with advance written notice of any changes to the billing rates applicable to the engagement team prior to such changes becoming effective.
Paralegals and other professional staff of the Firm, if utilized in connection with post-closing or other hourly-billed work, will be billed at their applicable standard rates, which currently range from $275 to $400 per hour depending on seniority and experience.
4.3 Billing and Payment Terms
The Firm will render invoices to the Company on a monthly basis. Each invoice will include a reasonable description of the services performed, the date of service, the identity of the timekeeper, the time expended (in increments of one-tenth of an hour), and the applicable billing rate, as well as an itemization of any disbursements and out-of-pocket expenses incurred during the billing period.
All invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check to the account or address specified on the invoice. If the Company has any questions or disputes regarding a particular invoice, we ask that the Company raise such questions promptly so that they may be resolved in a timely manner; however, any undisputed portions of an invoice shall remain due and payable within the thirty-day period.
The Firm reserves the right to charge interest on any overdue and undisputed balances at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if lower), accruing from the date the payment was due until the date of actual receipt by the Firm.
5. Expenses and Disbursements
In addition to the legal fees described in Section 4, the Company shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Filing fees associated with UCC-1 financing statement filings with the Delaware Secretary of State and the California Secretary of State, as well as any filings with the United States Patent and Trademark Office ("USPTO") in connection with the intellectual property security agreement;
(b) Search fees for UCC lien searches, federal and state tax lien searches, judgment lien searches, pending litigation searches, and intellectual property searches (trademark, patent, and copyright), in each case as necessary to confirm the priority and perfection of Ridgeline's security interest in the collateral;
(c) Fees and charges of Pinnacle Filing Services, Inc. for UCC search processing, UCC filing services, and related third-party support in connection with lien perfection;
(d) Travel expenses, if applicable, incurred by members of the engagement team in connection with in-person meetings, closing, or other engagement-related travel, which shall be reimbursed at cost in accordance with the Firm's standard travel reimbursement policies;
(e) Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC) for the transmission of executed documents, closing binders, and other engagement-related materials;
(f) Long-distance telephone and conference call charges attributable to the engagement;
(g) Document reproduction, printing, and binding costs, including costs associated with the production of closing sets and closing binders; and
(h) Fees for certificates of good standing and certificates of existence from the Delaware Secretary of State, the California Secretary of State, and any other applicable state authority, as may be required in connection with the closing of the Facility.
All expenses and disbursements will be itemized on the Firm's monthly invoices and are payable within the same thirty-day period applicable to legal fees.
For the avoidance of doubt, the upfront commitment fee of One Hundred Fifty Thousand Dollars ($150,000) payable by the Company to Ridgeline at closing, the agency fee, and any other lender fees, bank fees, or third-party costs that are direct obligations of the Company under the Facility or the related commitment letter are the sole responsibility of the Company and are not included in, and will not be paid from, the Firm's legal fees or expense reimbursements under this Engagement Letter.
6. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to us (including the identity of the parties to the Facility and the Company's principal equity holders and officers), confirms that it is not aware of any conflict of interest that would prevent the Firm from representing the Company in this matter.
Specifically, the Firm does not currently represent Ridgeline National Bank, National Association, Whitmore Graves & Fitch LLP (which we understand has been engaged as lender's counsel to Ridgeline in connection with the Facility), or any other party to the Facility in any matter that is adverse to the Company. The Firm has no attorney-client relationship with any such party as of the date of this Engagement Letter.
Should an actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Company in writing and discuss with the Company the appropriate steps to address the conflict. Such steps may include, depending on the nature and severity of the conflict, obtaining an informed written waiver from the affected parties in accordance with the California Rules of Professional Conduct, implementing an ethical screen or other protective measures within the Firm, or, if the conflict cannot be adequately addressed, withdrawal from the engagement in accordance with Section 9 below.
The Company acknowledges that the Firm represents, and will continue to represent, other clients in the technology lending, venture-backed company, and financial institution spaces, including clients that may be competitors of the Company or that may have interests that differ from those of the Company in other matters. The Company agrees that such representations do not, by themselves, constitute a conflict of interest with respect to this engagement, provided that the Firm does not use any confidential information of the Company in connection with any such other representations. The Firm confirms that it will maintain appropriate information barriers and confidentiality protections in accordance with its professional obligations.
7. Confidentiality
The Firm will maintain the confidentiality of all information provided by the Company or obtained by the Firm in connection with this engagement, consistent with the Firm's professional obligations under the California Rules of Professional Conduct and all other applicable rules of professional conduct. All such information will be treated as confidential and will not be disclosed to any third party without the Company's prior written consent, except as expressly permitted or required by the exceptions set forth below.
The Firm may disclose confidential information of the Company in the following limited circumstances: (a) as required by applicable law, regulation, or court order; (b) as required by applicable ethical rules or rules of professional conduct; (c) as reasonably necessary in connection with the performance of the Firm's services under this engagement (including, for example, disclosure to Pinnacle Filing Services, Inc. or other third-party service providers engaged in connection with the Facility, subject to appropriate confidentiality protections); or (d) with the Company's prior written consent.
The fact of the Company's engagement of the Firm and the existence of the attorney-client relationship between the parties shall be kept confidential by the Firm unless disclosure is required or appropriate in connection with the Facility — for example, in the closing opinion to be delivered by the Firm at closing, in the closing documents, or in communications with Ridgeline and its counsel in the ordinary course of the Facility negotiation and closing process.
8. Document Retention
Following the completion or termination of this engagement, the Firm will retain engagement files (including both paper and electronic files) in accordance with the Firm's standard document retention policy, as in effect from time to time. The Firm's current document retention policy provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, after which time the files may be destroyed in accordance with the Firm's standard procedures without further notice to the Company.
The Company may request the return of original documents at any time during or after the engagement by providing written notice to the Firm. Upon receipt of such request, the Firm will promptly return the requested original documents to the Company, at the Company's expense. The Firm reserves the right to retain copies of all documents (including work product) for its own records, subject to the Firm's confidentiality obligations under Section 7 and applicable rules of professional conduct.
9. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Any such termination shall be subject to the Firm's professional obligations under the California Rules of Professional Conduct, including any applicable rules regarding withdrawal of representation and the Firm's duty to take reasonable steps to avoid foreseeable prejudice to the Company's interests.
Upon termination of the engagement, the Company shall be responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination. For pre-closing services, such fees shall remain subject to the Fee Cap set forth in Section 4.1. For post-closing services billed on an hourly basis, the Company shall be responsible for all fees and expenses incurred through the termination date in accordance with the hourly rates set forth in Section 4.2.
Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Company, including by providing successor counsel with copies of relevant files, work product, and documents, subject to payment of all outstanding fees and expenses owed to the Firm and subject to applicable law regarding attorney's retaining liens.
10. Limitation of Liability
To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of legal fees actually paid by the Company to the Firm under this Engagement Letter.
This limitation of liability shall not apply in cases of the Firm's gross negligence, willful misconduct, or fraud. Nothing in this Section 10 shall be construed to limit or restrict any rights or remedies that the Company may have under applicable rules of professional conduct or that cannot be waived or limited as a matter of law.
11. Governing Law
This Engagement Letter and the relationship between the Firm and the Company arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction.
Any disputes, claims, or controversies arising out of or relating to this Engagement Letter or the Firm's engagement by the Company shall be resolved exclusively in the state or federal courts located in the City and County of San Francisco, California, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for such purposes.
12. Entire Agreement; Amendments
This Engagement Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and negotiations between the parties with respect to such subject matter.
No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by an authorized representative of each of the Firm and the Company. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of that or any other right or remedy.
13. Miscellaneous
Notices. All notices, requests, demands, and other communications under this Engagement Letter shall be in writing and shall be delivered by hand, sent by overnight courier, or transmitted by electronic mail to the applicable party at the address set forth below (or to such other address as a party may designate by written notice to the other party):
If to the Firm:
Stephanie Okafor, Partner Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, CA 94105
Email: sokafor@calderwoodharkness.com
If to the Company:
Marcus Delaney, General Counsel Lumos Analytics Inc. 2180 Gateway Boulevard, Suite 400 San Jose, CA 95110
Email: mdelaney@lumosanalytics.com
Counterparts. This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (such as DocuSign or similar platforms) or by portable document format (PDF) transmitted by electronic mail, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Engagement Letter by electronic transmission shall be effective as delivery of a manually executed counterpart.
We look forward to working with you and the Lumos team on this matter. We believe that the combination of C&H's deep experience in the technology lending space and our engagement team's familiarity with Ridgeline's documentation practices will allow us to move efficiently toward a successful closing. Please do not hesitate to contact Stephanie Okafor or Daniel Obi with any questions regarding this Engagement Letter or the engagement generally.
If you are in agreement with the terms set forth herein, please sign and return one copy of this Engagement Letter to the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Date: January 16, 2023
ACKNOWLEDGED AND AGREED:
The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned has the authority to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
LUMOS ANALYTICS INC.
By: ________
Name: Marcus Delaney
Title: General Counsel
Date: ________
cc: Catherine "Cat" Lindgren, Chief Financial Officer, Lumos Analytics Inc. cc: Philip Hartmann, Partner, Calderwood & Harkness LLP
For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Attorney | Role | Responsibility
Stephanie Okafor, Partner, Banking & Finance | Responsible Partner | Overall supervision and strategic direction of the engagement; primary partner contact for the Company on legal and business matters relating to the Facility
Philip Hartmann, Partner, Banking & Finance | Billing Partner | Billing oversight, invoice review, and secondary partner coverage; available to provide additional partner-level support as needed
Daniel Obi, Associate, Banking & Finance | Lead Associate | Primary day-to-day responsibility for drafting, review, and negotiation of loan documents; coordination of closing logistics and communication with lender's counsel
Lisa Morrow, Associate, Banking & Finance | Working Associate | Supporting associate for document preparation, due diligence coordination, UCC search and filing coordination, perfection matters, and closing deliverables
Attorney | 2023 Standard Hourly Rate
Stephanie Okafor (Partner) | $1,150 per hour
Philip Hartmann (Partner) | $1,100 per hour
Daniel Obi (Associate) | $725 per hour
Lisa Morrow (Associate) | $575 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

LUMOS ANALYTICS INC.

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