borrowers-counsel-legal-opinion.docx

1008-00001 · Lumos Analytics Inc · Closing

borrowers-counsel-legal-opinion.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 772-6000 Facsimile: (415) 772-6001 www.calderwoodharkness.com

March 9, 2023 Matter No.: 1008-00001

Ridgeline National Bank, National Association as Administrative Agent, Collateral Agent, and Lender 600 Lexington Avenue, 22nd Floor New York, New York 10022

Attention: Sarah Whitfield, Senior Vice President, Technology Lending

Re: $30,000,000 Senior Secured Revolving Credit Agreement dated as of March 9, 2023 (the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and sole initial Lender

Ladies and Gentlemen:

We have acted as counsel to Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the negotiation, execution, and delivery of the Loan Documents (as defined below) and the transactions contemplated thereby. This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(g) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

1. Documents Examined — Loan Documents and Transaction Documents

In connection with the preparation and delivery of this Opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of each of the following documents:

1. Credit Agreement: That certain Senior Secured Revolving Credit Agreement dated as of March 9, 2023 (the "Credit Agreement"), by and among the Borrower, Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), as Collateral Agent (in such capacity, the "Collateral Agent"), and as sole initial Lender (the "Lender"), including all schedules and exhibits attached thereto and incorporated therein by reference.

2. Security Agreement: That certain Security Agreement dated as of March 9, 2023 (the "Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties (as defined therein), granting a first-priority security interest in substantially all of the assets of the Borrower, including, without limitation, accounts, chattel paper, commercial tort claims (to the extent specifically identified therein), deposit accounts, equipment, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, and proceeds thereof.

3. IP Security Agreement: That certain intellectual Property Security Agreement dated as of March 9, 2023 (the "IP Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, covering the Borrower's right, title, and interest in and to all registered and applied-for patents, trademarks, service marks, and copyrights of the Borrower, together with the goodwill of the business associated therewith and all proceeds thereof, as more particularly described on the schedules annexed thereto.

4. Perfection Certificate: That certain Perfection Certificate dated as of March 9, 2023 (the "Perfection Certificate"), duly executed by Catherine Lindgren, in her capacity as Chief Financial Officer of the Borrower, setting forth, among other things, the Borrower's exact legal name, jurisdiction of organization, organizational identification number, chief executive office, locations of collateral, and lists of deposit accounts, securities accounts, intellectual property registrations, and other information relevant to the perfection of security interests under Article 9 of the Uniform Commercial Code.

5. Officer's Certificate: That certain Officer's Certificate dated as of March 9, 2023 (the "Officer's Certificate"), duly executed by Marcus Delaney, in his capacity as General Counsel and Secretary of the Borrower, to which were attached, as exhibits thereto, (a) true and correct copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowings contemplated thereunder, (b) an incumbency certificate identifying each officer authorized to execute the Loan Documents on behalf of the Borrower, (c) a true and correct copy of the Certificate of Incorporation of the Borrower (including all amendments thereto), and (d) a true and correct copy of the Bylaws of the Borrower as currently in effect.

6. Borrowing Request Form: The Form of Borrowing Request attached as Exhibit A to the Credit Agreement.

7. Compliance Certificate Form: The Form of Compliance Certificate attached as Exhibit B to the Credit Agreement.

Items 1 through 3 above are collectively referred to herein as the "Loan Documents." Items 1 through 7 above are collectively referred to herein as the "Transaction Documents."

2. Other Documents and Records Examined

In addition to the Transaction Documents enumerated in Section 1 above, we have also examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, instruments, and certificates:

(a) The Certificate of Incorporation of Lumos Analytics Inc., as filed with the Secretary of State of the State of Delaware (DE File Number 6284501), together with all certificates of amendment, certificates of designation, and restated certificates of incorporation filed therewith through the date hereof (collectively, the "Charter").

(b) The Bylaws of the Borrower, as amended through the date hereof and currently in effect, as certified to us by the Secretary of the Borrower (the "Bylaws").

(c) Resolutions of the Board of Directors of the Borrower adopted at a meeting duly convened and held on or about February 22, 2023, authorizing the execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party and the borrowings and other transactions contemplated thereunder (the "Authorizing Resolutions"), as certified by the Secretary of the Borrower.

(d) A Certificate of Good Standing with respect to the Borrower issued by the Secretary of State of the State of Delaware, dated March 6, 2023 (the "Delaware Good Standing Certificate").

(e) A Certificate of Status (Certificate of Good Standing) with respect to the Borrower as a foreign corporation qualified to transact business in the State of California, issued by the Secretary of State of the State of California, dated March 7, 2023 (the "California Good Standing Certificate"), confirming that the Borrower is authorized to transact intrastate business in the State of California and is in good standing.

(f) A UCC-1 financing statement in the form to be filed with the Secretary of State of the State of Delaware, naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the collateral consistent with the collateral description set forth in the Security Agreement (the "Delaware UCC-1").

(g) A UCC-1 financing statement in the form to be filed with the Secretary of State of the State of California, naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the collateral consistent with the collateral description set forth in the Security Agreement (the "California UCC-1," and together with the Delaware UCC-1, the "UCC-1 Financing Statements").

(h) UCC lien search results conducted by Pinnacle Filing Services, Inc. against the Borrower as debtor, obtained from (i) the office of the Secretary of State of the State of Delaware, dated March 3, 2023, and (ii) the office of the Secretary of State of the State of California, dated March 3, 2023 (collectively, the "UCC Search Results").

(i) Results of searches conducted against the Borrower in the records of the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office (the "USCO"), in each case current through March 2, 2023 (the "IP Search Results").

(j) Such other documents, records, agreements, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.

3. Assumptions

In rendering the opinions expressed herein, we have, with your consent and without independent verification or investigation, assumed the following:

3.1 The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Borrower).

3.2 The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or photostatic.

3.3 That each party to the Loan Documents other than the Borrower, including, without limitation, Ridgeline National Bank, National Association, in each of its capacities as Administrative Agent, Collateral Agent, and Lender, is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite organizational power and authority to enter into and perform its obligations under the Loan Documents to which it is a party.

3.4 That each party to the Loan Documents other than the Borrower has taken all necessary corporate, organizational, or other action to duly authorize, execute, and deliver the Loan Documents to which it is a party, and that the persons executing the Loan Documents on behalf of each such party have been duly authorized to do so.

3.5 That the Loan Documents constitute the legal, valid, and binding obligations of each party thereto other than the Borrower, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles.

3.6 That the Credit Agreement and the other Loan Documents accurately reflect the complete mutual intent and agreement of all parties thereto with respect to the subject matter thereof, and that there are no oral or written agreements, understandings, or arrangements that modify, supplement, or are inconsistent with the terms of the Loan Documents.

3.7 That there has been no mutual mistake of fact or fraud in connection with the negotiation, execution, or delivery of any of the Loan Documents or any of the other Transaction Documents.

3.8 That each natural person executing any document reviewed by us in connection with the rendering of the opinions expressed herein had, at the time of such execution, the legal capacity to do so.

3.9 That the choice of the laws of the State of California as the governing law of the Loan Documents, as set forth in Section 10.09 of the Credit Agreement, Section 8.6 of the Security Agreement, and Section 6.5 of the IP Security Agreement, would be recognized and given effect by any court of competent jurisdiction in which enforcement of the Loan Documents might be sought, and that a California court or federal court sitting in California would apply California law in any proceeding relating to the Loan Documents.

3.10 That the certificates, records, and statements of public officials and of officers and other authorized representatives of the Borrower that we have relied upon in rendering the opinions expressed herein were, at the time of their delivery or issuance, and continue to be, accurate, complete, and not misleading in any material respect.

3.11 That the UCC lien searches conducted by Pinnacle Filing Services, Inc. are accurate, complete, and current as of the date hereof, and that all financing statements, lien notices, and other filings that would appear in a properly conducted search were in fact disclosed in the UCC Search Results delivered to us.

3.12 That the applicable filing offices, including the office of the Secretary of State of the State of Delaware and the office of the Secretary of State of the State of California, will properly index the UCC-1 Financing Statements upon receipt thereof in the manner required by applicable provisions of the Uniform Commercial Code, and that such financing statements will not be rejected for any reason.

4. Opinions

Based upon and subject to the foregoing, and subject to the enforceability exceptions set forth in Section 5 below and the limitations and qualifications set forth in Section 6 below, we are of the opinion that:

4.1 Due Organization and Good Standing

Lumos Analytics Inc. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. The Borrower has been duly qualified and is authorized to transact business as a foreign corporation and is in good standing in the State of California. In rendering the foregoing opinion, we have relied exclusively upon (a) the Delaware Good Standing Certificate issued by the Secretary of State of the State of Delaware dated March 6, 2023, and (b) the California Good Standing Certificate issued by the Secretary of State of the State of California dated March 7, 2023, and we express no opinion as to the good standing of the Borrower in any other jurisdiction or as of any date other than the respective dates of such certificates. We note that such certificates speak only as of their respective dates and that the good standing of the Borrower may be affected by events occurring after such dates.

4.2 Corporate Power and Authority

The Borrower has all requisite corporate power and authority under the General Corporation Law of the State of Delaware and its Charter and Bylaws to (a) own, lease, and operate its properties and assets as currently owned, leased, and operated, (b) conduct its business as currently conducted, as described to us by the Borrower's officers and as reflected in the Loan Documents, and (c) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Credit Agreement, the Security Agreement, and the IP Security Agreement, and to consummate the transactions contemplated thereby. Without limiting the generality of the foregoing, the Borrower has full corporate power and authority to borrow under the Credit Agreement up to the aggregate principal amount of Thirty Million Dollars ($30,000,000) pursuant to the revolving credit commitment established thereunder, and to borrow any additional amounts that may become available pursuant to the incremental commitment (accordion) feature set forth in Section 2.14 of the Credit Agreement, subject to the terms and conditions thereof.

4.3 Due Authorization, Execution, and Delivery

The execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party, and the borrowings and other transactions contemplated thereunder, have been duly authorized by all necessary corporate action on the part of the Borrower, including, without limitation, the Authorizing Resolutions duly adopted by the Board of Directors of the Borrower on or about February 22, 2023. No stockholder approval or consent is required under the General Corporation Law of the State of Delaware or the Charter or Bylaws of the Borrower in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby.

Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower. We note that the Credit Agreement was executed on behalf of the Borrower by Arjun Malhotra, in his capacity as Chief Executive Officer of the Borrower, and by Catherine Lindgren, in her capacity as Chief Financial Officer of the Borrower, each of whom is an authorized signatory of the Borrower, as certified in the Officer's Certificate delivered by Marcus Delaney, General Counsel and Secretary of the Borrower, dated as of March 9, 2023. The Security Agreement and the IP Security Agreement were each executed on behalf of the Borrower by Catherine Lindgren, in her capacity as Chief Financial Officer, who is similarly identified as an authorized signatory in the Officer's Certificate.

4.4 Enforceability. Each of the Loan Documents to which the Borrower is a party constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms. Without limiting the generality of the foregoing, each of the Credit Agreement, the Security Agreement, and the IP Security Agreement constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms.

The foregoing enforceability opinion is subject to and qualified by the Enforceability Exceptions set forth in Section 5 below.

4.5 No Conflicts

The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowings under the Credit Agreement and the granting of security interests under the Security Agreement and the IP Security Agreement), do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or the Bylaws of the Borrower;

(b) violate or conflict with any law, statute, rule, or regulation of the State of Delaware, the State of California, or the federal laws of the United States of America applicable to the Borrower (limited to the specific bodies of law identified in Section 6.1 below);

(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the properties or assets of the Borrower under, any material agreement, indenture, mortgage, deed of trust, lease, license, or other instrument to which the Borrower is a party or by which it or any of its properties or assets are bound, to the extent that such agreements have been identified to us by the Borrower on the list of material agreements delivered to us by the General Counsel of the Borrower and attached to the Officer's Certificate (provided that liens created under and pursuant to the Loan Documents are excluded from the scope of this opinion); or

(d) result in a violation of any judgment, order, writ, injunction, or decree of any court or governmental authority known to us to be binding on the Borrower as of the date hereof.

With respect to clause (c) above, we note that our review has been limited to those material agreements specifically identified to us by the Borrower and set forth on the schedule delivered to us by the General Counsel of the Borrower. We have not undertaken an independent review of all contracts, agreements, or other instruments to which the Borrower may be a party or by which it or its properties may be bound, and we express no opinion with respect to any agreement or instrument not so identified to us.

4.6 Perfection of Security Interests

(a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid security interest in the Borrower's rights in the collateral described therein (the "Collateral"), to the extent that such rights constitute personal property in which a security interest may be created under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the State of California (the "UCC").

(b) Upon the filing of the UCC-1 Financing Statements with (i) the Secretary of State of the State of Delaware, as the Borrower's jurisdiction of organization within the meaning of Section 9-307 of the UCC, and (ii) the Secretary of State of the State of California, in each case naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the Collateral in a manner consistent with and sufficient under the requirements of the Security Agreement and the UCC, the Collateral Agent will have a perfected security interest in those items of Collateral in which a security interest may be perfected by the filing of a UCC financing statement under Article 9 of the UCC as in effect in the State of Delaware and the State of California.

(c) We note, however, that perfection of security interests in certain categories of Collateral, including, without limitation, (i) deposit accounts (which require "control" within the meaning of UCC Section 9-104 as the sole method of perfection under UCC Section 9-312(b)(1)), (ii) letter of credit rights (which require "control" within the meaning of UCC Section 9-107 for perfection purposes under UCC Section 9-312(b)(2)), and (iii) certain types of investment property (which may require "control" within the meaning of UCC Section 9-106 for perfection), requires methods of perfection other than, or in addition to, the filing of a UCC financing statement (for example, the execution and delivery of deposit account control agreements, securities account control agreements, or other control arrangements). This opinion does not address perfection as to such items of Collateral except to the extent that the filing of a UCC financing statement is effective to perfect a security interest therein under applicable provisions of the UCC.

(d) With respect to the intellectual property of the Borrower, upon due filing of the IP Security Agreement (or appropriate short-form security agreement or notice thereof) with the United States Patent and Trademark Office and the United States Copyright Office, respectively, the security interests of the Collateral Agent in the Borrower's registered patents, patent applications, registered trademarks, trademark applications, and registered copyrights will be recorded as required under applicable federal law, including Section 261 of Title 35 of the United States Code (with respect to patents), Section 1060 of Title 15 of the United States Code (with respect to trademarks), and Section 205 of Title 17 of the United States Code (with respect to copyrights), thereby supplementing the perfection achieved by the filing of UCC financing statements as described in clause (b) above. We express no opinion as to the effect of such federal filings on the priority of the Collateral Agent's security interests relative to the interests of any other person or entity.

4.7 No Governmental Consents Required

No consent, approval, license, permit, authorization, or order of, or registration, qualification, declaration, or filing with, any federal, state, or local governmental authority, regulatory body, or agency is required for the valid execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, or for the consummation of the transactions contemplated thereby (including the borrowings under the Credit Agreement and the granting of security interests under the Security Agreement and the IP Security Agreement), except for:

(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, which filings have been authorized and will be made promptly following the date hereof;

(b) the filing of the IP Security Agreement (or an appropriate short-form security agreement or notice) with the United States Patent and Trademark Office and the United States Copyright Office, which filings have been authorized and will be made promptly following the date hereof; and

(c) such other consents, approvals, authorizations, registrations, qualifications, declarations, or filings as have already been obtained, made, or effected prior to the date hereof.

5. Enforceability Exceptions

The enforceability opinion set forth in Section 4.4 above is subject to and qualified by each of the following exceptions and limitations (collectively, the "Enforceability Exceptions"):

5.1 Bankruptcy, Insolvency, and Similar Laws. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), the California Uniform Voidable Transactions Act (California Civil Code §§ 3439 et seq.), and any comparable state or federal laws, as the same may be amended, supplemented, or superseded from time to time.

5.2 General Principles of Equity. The enforceability of the Loan Documents may be limited by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the implied covenant of good faith and fair dealing), regardless of whether enforceability is considered in a proceeding in equity or at law. Courts of equity may deny specific performance, injunctive relief, or other equitable remedies in their discretion, and the availability of such remedies may depend upon the particular facts and circumstances of the case presented.

5.3 Availability of Specific Remedies. We express no opinion as to the availability of any particular remedy, including, without limitation, specific performance, injunctive relief (whether temporary, preliminary, or permanent), or any other form of equitable relief. The availability of such remedies is subject to the discretion of the court before which any proceeding may be brought and may be denied if the court determines that an adequate remedy at law exists or that other equitable considerations warrant denial of such relief.

5.4 Indemnification, Contribution, and Exculpation Provisions. Provisions of the Loan Documents relating to indemnification, contribution, or exculpation (including, without limitation, the indemnification provisions set forth in Section 10.04 of the Credit Agreement and Section 7.5 of the Security Agreement) may be limited or rendered unenforceable by applicable law and considerations of public policy, including, without limitation, to the extent that such provisions purport to indemnify a party against liability arising from its own gross negligence, willful misconduct, fraud, or violations of applicable securities laws.

5.5 Waiver Provisions. Certain waiver provisions contained in the Loan Documents may be unenforceable or limited under applicable law, including, without limitation, (a) waivers of the right to trial by jury to the extent such waivers are not permitted or are subject to revocation under applicable state law, (b) waivers of rights under anti-deficiency statutes (including California Code of Civil Procedure §§ 580a, 580b, 580d, and 726), (c) waivers of statutory or constitutional rights that may not be waived as a matter of public policy, and (d) waivers of notice, demand, presentment, or protest to the extent that such waivers are deemed to contravene due process requirements or other applicable legal principles.

5.6 Choice of Law. While the Loan Documents specify that they shall be governed by and construed in accordance with the laws of the State of California (without regard to conflicts of law principles), the enforceability of such choice-of-law provisions may be subject to limitations under applicable conflict-of-laws principles, including, without limitation, the potential application of the law of another jurisdiction if a court determines that such other jurisdiction has a materially greater interest in the determination of a particular issue or if enforcement of the chosen law would be contrary to a fundamental policy of a jurisdiction whose law would otherwise govern.

5.7 Penalties, Default Interest, and Liquidated Damages. Provisions of the Loan Documents relating to the payment of default interest (including, without limitation, the provision in Section 2.08(b) of the Credit Agreement imposing default interest at a rate equal to two hundred (200) basis points above the otherwise applicable interest rate), late charges, prepayment premiums, or liquidated damages may be unenforceable in whole or in part to the extent that such provisions are deemed by a court of competent jurisdiction to constitute penalties or to be unreasonable in amount or otherwise unenforceable under applicable law, including California Civil Code Sections 1671 through 1681.

5.8 Usury. The enforceability of interest provisions, fee provisions, and other charges under the Loan Documents is subject to applicable usury laws, if any. To the extent that any interest rate, fee, charge, or other amount payable under the Loan Documents exceeds the maximum rate permitted by applicable usury laws, the enforceability of such provisions may be limited or such amounts may be subject to reduction to the maximum lawful rate. We note that Section 10.10 of the Credit Agreement contains a savings clause providing that in no event shall the interest rate exceed the maximum rate permitted by applicable law, and we express no opinion as to the sufficiency or enforceability of such savings clause.

6. Limitations and Qualifications

6.1 Scope of Legal Analysis

The opinions expressed herein are limited in all respects to, and we express no opinion as to any matters arising under or governed by any laws other than, the following:

(a) the General Corporation Law of the State of Delaware (Title 8, Delaware Code);

(b) the laws of the State of California, including the California Uniform Commercial Code (California Commercial Code Division 9 and related provisions), the California Corporations Code (to the extent applicable to foreign corporations qualified to transact business in California), and other applicable California statutory and decisional law; and

(c) the federal laws of the United States of America, to the extent applicable to the transactions contemplated by the Loan Documents.

We express no opinion with respect to the laws of any other jurisdiction, including the laws of any state other than Delaware and California, or the laws of any foreign country or political subdivision thereof. Without limiting the generality of the foregoing, we express no opinion with respect to, and our opinions herein do not address, any matters arising under or relating to (i) tax law (including federal, state, or local income, franchise, property, sales, use, or transfer tax law), (ii) environmental law (including the Comprehensive Environmental Response, Compensation, and Liability Act, any state equivalent thereof, or any other environmental, health, or safety law or regulation), (iii) antitrust or competition law (including the Sherman Act, the Clayton Act, the Federal Trade Commission Act, or any state antitrust or unfair competition law), (iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, (v) labor and employment law (including the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the National Labor Relations Act, or any state employment law), (vi) federal or state securities laws (including the Securities Act of 1933, the Securities Exchange Act of 1934, or any state blue sky laws), (vii) export control laws, sanctions laws, and anti-money laundering laws (including the International Traffic in Arms Regulations, the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the Bank Secrecy Act), (viii) banking regulatory laws (including the National Bank Act, the Federal Reserve Act, the Federal Deposit Insurance Act, or any state banking laws), or (ix) intellectual property law (including patent law, trademark law, copyright law, and trade secret law), other than as expressly set forth in Opinion 4.6 regarding the perfection of security interests by filing with the USPTO and the USCO.

6.2 Reliance on Factual Certificates

In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon:

(a) the Officer's Certificate of Marcus Delaney, General Counsel and Secretary of the Borrower, dated March 9, 2023, and the representations, warranties, and factual statements contained therein;

(b) the Perfection Certificate of Catherine Lindgren, Chief Financial Officer of the Borrower, dated March 9, 2023, and the representations, warranties, and factual statements contained therein;

(c) the Delaware Good Standing Certificate and the California Good Standing Certificate, each as described in Section 2 above, and the certifications and statements contained therein; and

(d) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and Article III of the Security Agreement, each of which we have assumed to be true, correct, and complete as of the date hereof.

We have not independently verified the accuracy or completeness of any of the foregoing certificates, representations, or warranties, and we express no opinion as to the accuracy, completeness, or sufficiency thereof. To the extent that any of the foregoing certificates, representations, or warranties are inaccurate, incomplete, or misleading in any material respect, the opinions expressed herein may be affected thereby.

6.3 No Ongoing Obligation

The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion to reflect any events or circumstances occurring, or any facts, information, or changes in law coming to our attention, after the date of this letter. The opinions expressed herein may be affected by changes in applicable law, changes in the factual circumstances upon which such opinions are based, or the discovery of facts or circumstances not known to us as of the date hereof. We disclaim any obligation to advise you of any such changes or discoveries.

6.4 Additional Limitations

The opinions expressed herein are further subject to and qualified by the following additional limitations:

(a) No opinion is expressed as to the enforceability of any provision of the Loan Documents that purports to establish evidentiary standards, including, without limitation, provisions stating that certificates, determinations, or calculations of any party shall be conclusive and binding absent manifest error.

(b) No opinion is expressed regarding the enforceability of any provision of the Loan Documents to the extent that such provision purports to confer rights upon, or grant benefits to, any third party other than the addressees of this Opinion and the other Secured Parties (as defined in the Security Agreement), except to the extent that such rights are expressly enforceable as third-party beneficiary rights under applicable law.

(c) No opinion is expressed regarding the priority of the security interests created by the Security Agreement or the IP Security Agreement (as distinguished from the perfection of such security interests, which is addressed in Opinion 4.6 above). Opinions regarding the priority of security interests relative to the interests of other creditors, lienholders, or claimants are beyond the scope of this letter and would require, among other things, an analysis of the existence and nature of other security interests, liens, encumbrances, and competing claims, which analysis we have not undertaken.

(d) With respect to Opinion 4.5(c) (no conflicts with material agreements), we have relied solely upon the list of material agreements provided to us by the Borrower and set forth in the certificate delivered by Marcus Delaney, General Counsel of the Borrower, and we have not conducted an independent review of all contracts, agreements, instruments, or other arrangements to which the Borrower is a party or by which it or its properties may be bound. To the extent that any material agreement was not disclosed to us or was not included on the schedule of material agreements delivered to us, our opinion set forth in Section 4.5(c) does not extend to any such undisclosed agreement.

(e) The security interest opinions set forth in Section 4.6 do not cover, and we express no opinion with respect to, Collateral consisting of (i) deposit accounts (which require "control" as the exclusive method of perfection under UCC Section 9-104; we note that deposit account control agreements with respect to three deposit accounts maintained by the Borrower at Pacific Horizon Bank, N.A. are identified as post-closing deliverables under Section 6.14 of the Credit Agreement, due no later than April 8, 2023), (ii) letter of credit rights (which require "control" for perfection under UCC Section 9-107), or (iii) commercial tort claims that are not specifically described in the Security Agreement as of the date hereof. We also do not express any opinion with respect to the perfection of security interests in motor vehicles or other goods covered by certificates of title, which may require notation on the applicable certificate of title as a condition to perfection.

(f) Our opinions with respect to the creation and perfection of security interests are limited to security interests arising under Article 9 of the UCC as in effect in the State of Delaware and the State of California and, as applicable, the federal recording statutes referenced in Opinion 4.6(d). We express no opinion with respect to security interests or liens arising under the laws of any other jurisdiction or under any other body of law.

7. Beneficiaries and Reliance

This Opinion is furnished solely for the benefit of Ridgeline National Bank, National Association, in its capacities as Administrative Agent, Collateral Agent, and Lender under the Credit Agreement, and is rendered solely in connection with the transactions contemplated by the Loan Documents. This Opinion may not be relied upon by any other person or entity for any purpose whatsoever without our prior written consent, and no other person or entity is entitled to rely upon the opinions, conclusions, or statements expressed herein.

This Opinion may not be quoted, referred to, excerpted, summarized, or furnished to any other party without our prior written consent, except that this Opinion may be disclosed:

(a) to Whitmore Graves & Fitch LLP, as counsel to the Administrative Agent and the Lender, and specifically to the attention of Thomas A. Rennick, Partner, in connection with the transactions contemplated by the Loan Documents;

(b) to bank examiners and other regulatory authorities having supervisory jurisdiction over the Lender or the Administrative Agent, in connection with the exercise of their regulatory or supervisory functions, provided that such disclosure shall not constitute a waiver of any privilege or protection that may otherwise be applicable to this Opinion;

(c) to any prospective assignee or participant of all or any portion of the Lender's interests, rights, or obligations under the Credit Agreement pursuant to Section 10.06 thereof, provided that such prospective assignee or participant agrees in writing to be bound by the limitations on reliance and disclosure set forth in this Section 7; and

(d) as may be required by applicable law, regulation, subpoena, court order, or other compulsory legal process.

Any person or entity to whom this Opinion is disclosed in accordance with the foregoing provisions shall be deemed to have accepted and agreed to the assumptions, qualifications, limitations, and exceptions set forth herein.

We trust that the foregoing is satisfactory for your purposes. Please do not hesitate to contact the undersigned should you have any questions regarding this Opinion or require any clarification of the matters addressed herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner

Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 772-6000 Facsimile: (415) 772-6001

Email: sokafor@calderwoodharkness.com

cc: Lumos Analytics Inc.

Attention: Marcus Delaney, General Counsel

2180 Gateway Boulevard, Suite 400 San Jose, California 95110

cc: Whitmore Graves & Fitch LLP

Attention: Thomas A. Rennick, Partner

51 West 52nd Street, 34th Floor New York, New York 10019

CALDERWOOD & HARKNESS LLP Attorneys at Law 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 772-6000 Facsimile: (415) 772-6001 www.calderwoodharkness.com
March 9, 2023 Matter No.: 1008-00001
Ridgeline National Bank, National Association as Administrative Agent, Collateral Agent, and Lender 600 Lexington Avenue, 22nd Floor New York, New York 10022
Attention: Sarah Whitfield, Senior Vice President, Technology Lending
Re: $30,000,000 Senior Secured Revolving Credit Agreement dated as of March 9, 2023 (the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and sole initial Lender
Ladies and Gentlemen:
We have acted as counsel to Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), in connection with the negotiation, execution, and delivery of the Loan Documents (as defined below) and the transactions contemplated thereby. This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(g) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
1. Documents Examined — Loan Documents and Transaction Documents
In connection with the preparation and delivery of this Opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of each of the following documents:
1.  Credit Agreement: That certain Senior Secured Revolving Credit Agreement dated as of March 9, 2023 (the "Credit Agreement"), by and among the Borrower, Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), as Collateral Agent (in such capacity, the "Collateral Agent"), and as sole initial Lender (the "Lender"), including all schedules and exhibits attached thereto and incorporated therein by reference.
2.  Security Agreement: That certain Security Agreement dated as of March 9, 2023 (the "Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties (as defined therein), granting a first-priority security interest in substantially all of the assets of the Borrower, including, without limitation, accounts, chattel paper, commercial tort claims (to the extent specifically identified therein), deposit accounts, equipment, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, and proceeds thereof.
3.  IP Security Agreement: That certain intellectual Property Security Agreement dated as of March 9, 2023 (the "IP Security Agreement"), made by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, covering the Borrower's right, title, and interest in and to all registered and applied-for patents, trademarks, service marks, and copyrights of the Borrower, together with the goodwill of the business associated therewith and all proceeds thereof, as more particularly described on the schedules annexed thereto.
4.  Perfection Certificate: That certain Perfection Certificate dated as of March 9, 2023 (the "Perfection Certificate"), duly executed by Catherine Lindgren, in her capacity as Chief Financial Officer of the Borrower, setting forth, among other things, the Borrower's exact legal name, jurisdiction of organization, organizational identification number, chief executive office, locations of collateral, and lists of deposit accounts, securities accounts, intellectual property registrations, and other information relevant to the perfection of security interests under Article 9 of the Uniform Commercial Code.
5.  Officer's Certificate: That certain Officer's Certificate dated as of March 9, 2023 (the "Officer's Certificate"), duly executed by Marcus Delaney, in his capacity as General Counsel and Secretary of the Borrower, to which were attached, as exhibits thereto, (a) true and correct copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowings contemplated thereunder, (b) an incumbency certificate identifying each officer authorized to execute the Loan Documents on behalf of the Borrower, (c) a true and correct copy of the Certificate of Incorporation of the Borrower (including all amendments thereto), and (d) a true and correct copy of the Bylaws of the Borrower as currently in effect.
6.  Borrowing Request Form: The Form of Borrowing Request attached as Exhibit A to the Credit Agreement.
7.  Compliance Certificate Form: The Form of Compliance Certificate attached as Exhibit B to the Credit Agreement.
Items 1 through 3 above are collectively referred to herein as the "Loan Documents." Items 1 through 7 above are collectively referred to herein as the "Transaction Documents."
2. Other Documents and Records Examined
In addition to the Transaction Documents enumerated in Section 1 above, we have also examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, instruments, and certificates:
(a) The Certificate of Incorporation of Lumos Analytics Inc., as filed with the Secretary of State of the State of Delaware (DE File Number 6284501), together with all certificates of amendment, certificates of designation, and restated certificates of incorporation filed therewith through the date hereof (collectively, the "Charter").
(b) The Bylaws of the Borrower, as amended through the date hereof and currently in effect, as certified to us by the Secretary of the Borrower (the "Bylaws").
(c) Resolutions of the Board of Directors of the Borrower adopted at a meeting duly convened and held on or about February 22, 2023, authorizing the execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party and the borrowings and other transactions contemplated thereunder (the "Authorizing Resolutions"), as certified by the Secretary of the Borrower.
(d) A Certificate of Good Standing with respect to the Borrower issued by the Secretary of State of the State of Delaware, dated March 6, 2023 (the "Delaware Good Standing Certificate").
(e) A Certificate of Status (Certificate of Good Standing) with respect to the Borrower as a foreign corporation qualified to transact business in the State of California, issued by the Secretary of State of the State of California, dated March 7, 2023 (the "California Good Standing Certificate"), confirming that the Borrower is authorized to transact intrastate business in the State of California and is in good standing.
(f) A UCC-1 financing statement in the form to be filed with the Secretary of State of the State of Delaware, naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the collateral consistent with the collateral description set forth in the Security Agreement (the "Delaware UCC-1").
(g) A UCC-1 financing statement in the form to be filed with the Secretary of State of the State of California, naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the collateral consistent with the collateral description set forth in the Security Agreement (the "California UCC-1," and together with the Delaware UCC-1, the "UCC-1 Financing Statements").
(h) UCC lien search results conducted by Pinnacle Filing Services, Inc. against the Borrower as debtor, obtained from (i) the office of the Secretary of State of the State of Delaware, dated March 3, 2023, and (ii) the office of the Secretary of State of the State of California, dated March 3, 2023 (collectively, the "UCC Search Results").
(i) Results of searches conducted against the Borrower in the records of the United States Patent and Trademark Office (the "USPTO") and the United States Copyright Office (the "USCO"), in each case current through March 2, 2023 (the "IP Search Results").
(j) Such other documents, records, agreements, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein.
3. Assumptions
In rendering the opinions expressed herein, we have, with your consent and without independent verification or investigation, assumed the following:
3.1 The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Borrower).
3.2 The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, facsimile, electronic, or photostatic.
3.3 That each party to the Loan Documents other than the Borrower, including, without limitation, Ridgeline National Bank, National Association, in each of its capacities as Administrative Agent, Collateral Agent, and Lender, is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite organizational power and authority to enter into and perform its obligations under the Loan Documents to which it is a party.
3.4 That each party to the Loan Documents other than the Borrower has taken all necessary corporate, organizational, or other action to duly authorize, execute, and deliver the Loan Documents to which it is a party, and that the persons executing the Loan Documents on behalf of each such party have been duly authorized to do so.
3.5 That the Loan Documents constitute the legal, valid, and binding obligations of each party thereto other than the Borrower, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, and equitable principles.
3.6 That the Credit Agreement and the other Loan Documents accurately reflect the complete mutual intent and agreement of all parties thereto with respect to the subject matter thereof, and that there are no oral or written agreements, understandings, or arrangements that modify, supplement, or are inconsistent with the terms of the Loan Documents.
3.7 That there has been no mutual mistake of fact or fraud in connection with the negotiation, execution, or delivery of any of the Loan Documents or any of the other Transaction Documents.
3.8 That each natural person executing any document reviewed by us in connection with the rendering of the opinions expressed herein had, at the time of such execution, the legal capacity to do so.
3.9 That the choice of the laws of the State of California as the governing law of the Loan Documents, as set forth in Section 10.09 of the Credit Agreement, Section 8.6 of the Security Agreement, and Section 6.5 of the IP Security Agreement, would be recognized and given effect by any court of competent jurisdiction in which enforcement of the Loan Documents might be sought, and that a California court or federal court sitting in California would apply California law in any proceeding relating to the Loan Documents.
3.10 That the certificates, records, and statements of public officials and of officers and other authorized representatives of the Borrower that we have relied upon in rendering the opinions expressed herein were, at the time of their delivery or issuance, and continue to be, accurate, complete, and not misleading in any material respect.
3.11 That the UCC lien searches conducted by Pinnacle Filing Services, Inc. are accurate, complete, and current as of the date hereof, and that all financing statements, lien notices, and other filings that would appear in a properly conducted search were in fact disclosed in the UCC Search Results delivered to us.
3.12 That the applicable filing offices, including the office of the Secretary of State of the State of Delaware and the office of the Secretary of State of the State of California, will properly index the UCC-1 Financing Statements upon receipt thereof in the manner required by applicable provisions of the Uniform Commercial Code, and that such financing statements will not be rejected for any reason.
4. Opinions
Based upon and subject to the foregoing, and subject to the enforceability exceptions set forth in Section 5 below and the limitations and qualifications set forth in Section 6 below, we are of the opinion that:
4.1 Due Organization and Good Standing
Lumos Analytics Inc. is a corporation duly incorporated, validly existing, and in good standing under the General Corporation Law of the State of Delaware. The Borrower has been duly qualified and is authorized to transact business as a foreign corporation and is in good standing in the State of California. In rendering the foregoing opinion, we have relied exclusively upon (a) the Delaware Good Standing Certificate issued by the Secretary of State of the State of Delaware dated March 6, 2023, and (b) the California Good Standing Certificate issued by the Secretary of State of the State of California dated March 7, 2023, and we express no opinion as to the good standing of the Borrower in any other jurisdiction or as of any date other than the respective dates of such certificates. We note that such certificates speak only as of their respective dates and that the good standing of the Borrower may be affected by events occurring after such dates.
4.2 Corporate Power and Authority
The Borrower has all requisite corporate power and authority under the General Corporation Law of the State of Delaware and its Charter and Bylaws to (a) own, lease, and operate its properties and assets as currently owned, leased, and operated, (b) conduct its business as currently conducted, as described to us by the Borrower's officers and as reflected in the Loan Documents, and (c) execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, including, without limitation, the Credit Agreement, the Security Agreement, and the IP Security Agreement, and to consummate the transactions contemplated thereby. Without limiting the generality of the foregoing, the Borrower has full corporate power and authority to borrow under the Credit Agreement up to the aggregate principal amount of Thirty Million Dollars ($30,000,000) pursuant to the revolving credit commitment established thereunder, and to borrow any additional amounts that may become available pursuant to the incremental commitment (accordion) feature set forth in Section 2.14 of the Credit Agreement, subject to the terms and conditions thereof.
4.3 Due Authorization, Execution, and Delivery
The execution, delivery, and performance by the Borrower of each of the Loan Documents to which it is a party, and the borrowings and other transactions contemplated thereunder, have been duly authorized by all necessary corporate action on the part of the Borrower, including, without limitation, the Authorizing Resolutions duly adopted by the Board of Directors of the Borrower on or about February 22, 2023. No stockholder approval or consent is required under the General Corporation Law of the State of Delaware or the Charter or Bylaws of the Borrower in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby.
Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered by the Borrower. We note that the Credit Agreement was executed on behalf of the Borrower by Arjun Malhotra, in his capacity as Chief Executive Officer of the Borrower, and by Catherine Lindgren, in her capacity as Chief Financial Officer of the Borrower, each of whom is an authorized signatory of the Borrower, as certified in the Officer's Certificate delivered by Marcus Delaney, General Counsel and Secretary of the Borrower, dated as of March 9, 2023. The Security Agreement and the IP Security Agreement were each executed on behalf of the Borrower by Catherine Lindgren, in her capacity as Chief Financial Officer, who is similarly identified as an authorized signatory in the Officer's Certificate.
4.4 Enforceability.  Each of the Loan Documents to which the Borrower is a party constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms. Without limiting the generality of the foregoing, each of the Credit Agreement, the Security Agreement, and the IP Security Agreement constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms.
The foregoing enforceability opinion is subject to and qualified by the Enforceability Exceptions set forth in Section 5 below.
4.5 No Conflicts
The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby (including the borrowings under the Credit Agreement and the granting of security interests under the Security Agreement and the IP Security Agreement), do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or the Bylaws of the Borrower;
(b) violate or conflict with any law, statute, rule, or regulation of the State of Delaware, the State of California, or the federal laws of the United States of America applicable to the Borrower (limited to the specific bodies of law identified in Section 6.1 below);
(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the properties or assets of the Borrower under, any material agreement, indenture, mortgage, deed of trust, lease, license, or other instrument to which the Borrower is a party or by which it or any of its properties or assets are bound, to the extent that such agreements have been identified to us by the Borrower on the list of material agreements delivered to us by the General Counsel of the Borrower and attached to the Officer's Certificate (provided that liens created under and pursuant to the Loan Documents are excluded from the scope of this opinion); or
(d) result in a violation of any judgment, order, writ, injunction, or decree of any court or governmental authority known to us to be binding on the Borrower as of the date hereof.
With respect to clause (c) above, we note that our review has been limited to those material agreements specifically identified to us by the Borrower and set forth on the schedule delivered to us by the General Counsel of the Borrower. We have not undertaken an independent review of all contracts, agreements, or other instruments to which the Borrower may be a party or by which it or its properties may be bound, and we express no opinion with respect to any agreement or instrument not so identified to us.
4.6 Perfection of Security Interests
(a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid security interest in the Borrower's rights in the collateral described therein (the "Collateral"), to the extent that such rights constitute personal property in which a security interest may be created under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the State of California (the "UCC").
(b) Upon the filing of the UCC-1 Financing Statements with (i) the Secretary of State of the State of Delaware, as the Borrower's jurisdiction of organization within the meaning of Section 9-307 of the UCC, and (ii) the Secretary of State of the State of California, in each case naming Lumos Analytics Inc. as debtor and Ridgeline National Bank, National Association as secured party, and describing the Collateral in a manner consistent with and sufficient under the requirements of the Security Agreement and the UCC, the Collateral Agent will have a perfected security interest in those items of Collateral in which a security interest may be perfected by the filing of a UCC financing statement under Article 9 of the UCC as in effect in the State of Delaware and the State of California.
(c) We note, however, that perfection of security interests in certain categories of Collateral, including, without limitation, (i) deposit accounts (which require "control" within the meaning of UCC Section 9-104 as the sole method of perfection under UCC Section 9-312(b)(1)), (ii) letter of credit rights (which require "control" within the meaning of UCC Section 9-107 for perfection purposes under UCC Section 9-312(b)(2)), and (iii) certain types of investment property (which may require "control" within the meaning of UCC Section 9-106 for perfection), requires methods of perfection other than, or in addition to, the filing of a UCC financing statement (for example, the execution and delivery of deposit account control agreements, securities account control agreements, or other control arrangements). This opinion does not address perfection as to such items of Collateral except to the extent that the filing of a UCC financing statement is effective to perfect a security interest therein under applicable provisions of the UCC.
(d) With respect to the intellectual property of the Borrower, upon due filing of the IP Security Agreement (or appropriate short-form security agreement or notice thereof) with the United States Patent and Trademark Office and the United States Copyright Office, respectively, the security interests of the Collateral Agent in the Borrower's registered patents, patent applications, registered trademarks, trademark applications, and registered copyrights will be recorded as required under applicable federal law, including Section 261 of Title 35 of the United States Code (with respect to patents), Section 1060 of Title 15 of the United States Code (with respect to trademarks), and Section 205 of Title 17 of the United States Code (with respect to copyrights), thereby supplementing the perfection achieved by the filing of UCC financing statements as described in clause (b) above. We express no opinion as to the effect of such federal filings on the priority of the Collateral Agent's security interests relative to the interests of any other person or entity.
4.7 No Governmental Consents Required
No consent, approval, license, permit, authorization, or order of, or registration, qualification, declaration, or filing with, any federal, state, or local governmental authority, regulatory body, or agency is required for the valid execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party, or for the consummation of the transactions contemplated thereby (including the borrowings under the Credit Agreement and the granting of security interests under the Security Agreement and the IP Security Agreement), except for:
(a) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, which filings have been authorized and will be made promptly following the date hereof;
(b) the filing of the IP Security Agreement (or an appropriate short-form security agreement or notice) with the United States Patent and Trademark Office and the United States Copyright Office, which filings have been authorized and will be made promptly following the date hereof; and
(c) such other consents, approvals, authorizations, registrations, qualifications, declarations, or filings as have already been obtained, made, or effected prior to the date hereof.
5. Enforceability Exceptions
The enforceability opinion set forth in Section 4.4 above is subject to and qualified by each of the following exceptions and limitations (collectively, the "Enforceability Exceptions"):
5.1 Bankruptcy, Insolvency, and Similar Laws. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws of general applicability relating to or affecting creditors' rights and remedies generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), the California Uniform Voidable Transactions Act (California Civil Code §§ 3439 et seq.), and any comparable state or federal laws, as the same may be amended, supplemented, or superseded from time to time.
5.2 General Principles of Equity. The enforceability of the Loan Documents may be limited by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, unconscionability, and the implied covenant of good faith and fair dealing), regardless of whether enforceability is considered in a proceeding in equity or at law. Courts of equity may deny specific performance, injunctive relief, or other equitable remedies in their discretion, and the availability of such remedies may depend upon the particular facts and circumstances of the case presented.
5.3 Availability of Specific Remedies. We express no opinion as to the availability of any particular remedy, including, without limitation, specific performance, injunctive relief (whether temporary, preliminary, or permanent), or any other form of equitable relief. The availability of such remedies is subject to the discretion of the court before which any proceeding may be brought and may be denied if the court determines that an adequate remedy at law exists or that other equitable considerations warrant denial of such relief.
5.4 Indemnification, Contribution, and Exculpation Provisions. Provisions of the Loan Documents relating to indemnification, contribution, or exculpation (including, without limitation, the indemnification provisions set forth in Section 10.04 of the Credit Agreement and Section 7.5 of the Security Agreement) may be limited or rendered unenforceable by applicable law and considerations of public policy, including, without limitation, to the extent that such provisions purport to indemnify a party against liability arising from its own gross negligence, willful misconduct, fraud, or violations of applicable securities laws.
5.5 Waiver Provisions. Certain waiver provisions contained in the Loan Documents may be unenforceable or limited under applicable law, including, without limitation, (a) waivers of the right to trial by jury to the extent such waivers are not permitted or are subject to revocation under applicable state law, (b) waivers of rights under anti-deficiency statutes (including California Code of Civil Procedure §§ 580a, 580b, 580d, and 726), (c) waivers of statutory or constitutional rights that may not be waived as a matter of public policy, and (d) waivers of notice, demand, presentment, or protest to the extent that such waivers are deemed to contravene due process requirements or other applicable legal principles.
5.6 Choice of Law. While the Loan Documents specify that they shall be governed by and construed in accordance with the laws of the State of California (without regard to conflicts of law principles), the enforceability of such choice-of-law provisions may be subject to limitations under applicable conflict-of-laws principles, including, without limitation, the potential application of the law of another jurisdiction if a court determines that such other jurisdiction has a materially greater interest in the determination of a particular issue or if enforcement of the chosen law would be contrary to a fundamental policy of a jurisdiction whose law would otherwise govern.
5.7 Penalties, Default Interest, and Liquidated Damages. Provisions of the Loan Documents relating to the payment of default interest (including, without limitation, the provision in Section 2.08(b) of the Credit Agreement imposing default interest at a rate equal to two hundred (200) basis points above the otherwise applicable interest rate), late charges, prepayment premiums, or liquidated damages may be unenforceable in whole or in part to the extent that such provisions are deemed by a court of competent jurisdiction to constitute penalties or to be unreasonable in amount or otherwise unenforceable under applicable law, including California Civil Code Sections 1671 through 1681.
5.8 Usury. The enforceability of interest provisions, fee provisions, and other charges under the Loan Documents is subject to applicable usury laws, if any. To the extent that any interest rate, fee, charge, or other amount payable under the Loan Documents exceeds the maximum rate permitted by applicable usury laws, the enforceability of such provisions may be limited or such amounts may be subject to reduction to the maximum lawful rate. We note that Section 10.10 of the Credit Agreement contains a savings clause providing that in no event shall the interest rate exceed the maximum rate permitted by applicable law, and we express no opinion as to the sufficiency or enforceability of such savings clause.
6. Limitations and Qualifications
6.1 Scope of Legal Analysis
The opinions expressed herein are limited in all respects to, and we express no opinion as to any matters arising under or governed by any laws other than, the following:
(a) the General Corporation Law of the State of Delaware (Title 8, Delaware Code);
(b) the laws of the State of California, including the California Uniform Commercial Code (California Commercial Code Division 9 and related provisions), the California Corporations Code (to the extent applicable to foreign corporations qualified to transact business in California), and other applicable California statutory and decisional law; and
(c) the federal laws of the United States of America, to the extent applicable to the transactions contemplated by the Loan Documents.
We express no opinion with respect to the laws of any other jurisdiction, including the laws of any state other than Delaware and California, or the laws of any foreign country or political subdivision thereof. Without limiting the generality of the foregoing, we express no opinion with respect to, and our opinions herein do not address, any matters arising under or relating to (i) tax law (including federal, state, or local income, franchise, property, sales, use, or transfer tax law), (ii) environmental law (including the Comprehensive Environmental Response, Compensation, and Liability Act, any state equivalent thereof, or any other environmental, health, or safety law or regulation), (iii) antitrust or competition law (including the Sherman Act, the Clayton Act, the Federal Trade Commission Act, or any state antitrust or unfair competition law), (iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any regulations promulgated thereunder, (v) labor and employment law (including the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the National Labor Relations Act, or any state employment law), (vi) federal or state securities laws (including the Securities Act of 1933, the Securities Exchange Act of 1934, or any state blue sky laws), (vii) export control laws, sanctions laws, and anti-money laundering laws (including the International Traffic in Arms Regulations, the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the Bank Secrecy Act), (viii) banking regulatory laws (including the National Bank Act, the Federal Reserve Act, the Federal Deposit Insurance Act, or any state banking laws), or (ix) intellectual property law (including patent law, trademark law, copyright law, and trade secret law), other than as expressly set forth in Opinion 4.6 regarding the perfection of security interests by filing with the USPTO and the USCO.
6.2 Reliance on Factual Certificates
In rendering the opinions expressed herein, we have relied, without independent investigation or verification, upon:
(a) the Officer's Certificate of Marcus Delaney, General Counsel and Secretary of the Borrower, dated March 9, 2023, and the representations, warranties, and factual statements contained therein;
(b) the Perfection Certificate of Catherine Lindgren, Chief Financial Officer of the Borrower, dated March 9, 2023, and the representations, warranties, and factual statements contained therein;
(c) the Delaware Good Standing Certificate and the California Good Standing Certificate, each as described in Section 2 above, and the certifications and statements contained therein; and
(d) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement and Article III of the Security Agreement, each of which we have assumed to be true, correct, and complete as of the date hereof.
We have not independently verified the accuracy or completeness of any of the foregoing certificates, representations, or warranties, and we express no opinion as to the accuracy, completeness, or sufficiency thereof. To the extent that any of the foregoing certificates, representations, or warranties are inaccurate, incomplete, or misleading in any material respect, the opinions expressed herein may be affected thereby.
6.3 No Ongoing Obligation
The opinions expressed herein are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion to reflect any events or circumstances occurring, or any facts, information, or changes in law coming to our attention, after the date of this letter. The opinions expressed herein may be affected by changes in applicable law, changes in the factual circumstances upon which such opinions are based, or the discovery of facts or circumstances not known to us as of the date hereof. We disclaim any obligation to advise you of any such changes or discoveries.
6.4 Additional Limitations
The opinions expressed herein are further subject to and qualified by the following additional limitations:
(a) No opinion is expressed as to the enforceability of any provision of the Loan Documents that purports to establish evidentiary standards, including, without limitation, provisions stating that certificates, determinations, or calculations of any party shall be conclusive and binding absent manifest error.
(b) No opinion is expressed regarding the enforceability of any provision of the Loan Documents to the extent that such provision purports to confer rights upon, or grant benefits to, any third party other than the addressees of this Opinion and the other Secured Parties (as defined in the Security Agreement), except to the extent that such rights are expressly enforceable as third-party beneficiary rights under applicable law.
(c) No opinion is expressed regarding the priority of the security interests created by the Security Agreement or the IP Security Agreement (as distinguished from the perfection of such security interests, which is addressed in Opinion 4.6 above). Opinions regarding the priority of security interests relative to the interests of other creditors, lienholders, or claimants are beyond the scope of this letter and would require, among other things, an analysis of the existence and nature of other security interests, liens, encumbrances, and competing claims, which analysis we have not undertaken.
(d) With respect to Opinion 4.5(c) (no conflicts with material agreements), we have relied solely upon the list of material agreements provided to us by the Borrower and set forth in the certificate delivered by Marcus Delaney, General Counsel of the Borrower, and we have not conducted an independent review of all contracts, agreements, instruments, or other arrangements to which the Borrower is a party or by which it or its properties may be bound. To the extent that any material agreement was not disclosed to us or was not included on the schedule of material agreements delivered to us, our opinion set forth in Section 4.5(c) does not extend to any such undisclosed agreement.
(e) The security interest opinions set forth in Section 4.6 do not cover, and we express no opinion with respect to, Collateral consisting of (i) deposit accounts (which require "control" as the exclusive method of perfection under UCC Section 9-104; we note that deposit account control agreements with respect to three deposit accounts maintained by the Borrower at Pacific Horizon Bank, N.A. are identified as post-closing deliverables under Section 6.14 of the Credit Agreement, due no later than April 8, 2023), (ii) letter of credit rights (which require "control" for perfection under UCC Section 9-107), or (iii) commercial tort claims that are not specifically described in the Security Agreement as of the date hereof. We also do not express any opinion with respect to the perfection of security interests in motor vehicles or other goods covered by certificates of title, which may require notation on the applicable certificate of title as a condition to perfection.
(f) Our opinions with respect to the creation and perfection of security interests are limited to security interests arising under Article 9 of the UCC as in effect in the State of Delaware and the State of California and, as applicable, the federal recording statutes referenced in Opinion 4.6(d). We express no opinion with respect to security interests or liens arising under the laws of any other jurisdiction or under any other body of law.
7. Beneficiaries and Reliance
This Opinion is furnished solely for the benefit of Ridgeline National Bank, National Association, in its capacities as Administrative Agent, Collateral Agent, and Lender under the Credit Agreement, and is rendered solely in connection with the transactions contemplated by the Loan Documents. This Opinion may not be relied upon by any other person or entity for any purpose whatsoever without our prior written consent, and no other person or entity is entitled to rely upon the opinions, conclusions, or statements expressed herein.
This Opinion may not be quoted, referred to, excerpted, summarized, or furnished to any other party without our prior written consent, except that this Opinion may be disclosed:
(a) to Whitmore Graves & Fitch LLP, as counsel to the Administrative Agent and the Lender, and specifically to the attention of Thomas A. Rennick, Partner, in connection with the transactions contemplated by the Loan Documents;
(b) to bank examiners and other regulatory authorities having supervisory jurisdiction over the Lender or the Administrative Agent, in connection with the exercise of their regulatory or supervisory functions, provided that such disclosure shall not constitute a waiver of any privilege or protection that may otherwise be applicable to this Opinion;
(c) to any prospective assignee or participant of all or any portion of the Lender's interests, rights, or obligations under the Credit Agreement pursuant to Section 10.06 thereof, provided that such prospective assignee or participant agrees in writing to be bound by the limitations on reliance and disclosure set forth in this Section 7; and
(d) as may be required by applicable law, regulation, subpoena, court order, or other compulsory legal process.
Any person or entity to whom this Opinion is disclosed in accordance with the foregoing provisions shall be deemed to have accepted and agreed to the assumptions, qualifications, limitations, and exceptions set forth herein.
We trust that the foregoing is satisfactory for your purposes. Please do not hesitate to contact the undersigned should you have any questions regarding this Opinion or require any clarification of the matters addressed herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 772-6000 Facsimile: (415) 772-6001
Email: sokafor@calderwoodharkness.com
cc: Lumos Analytics Inc.
Attention: Marcus Delaney, General Counsel
2180 Gateway Boulevard, Suite 400 San Jose, California 95110
cc: Whitmore Graves & Fitch LLP
Attention: Thomas A. Rennick, Partner
51 West 52nd Street, 34th Floor New York, New York 10019

CALDERWOOD & HARKNESS LLP

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