[sheet: Closing Checklist]

Item No.

SECTION 1: CREDIT AGREEMENT AND LOAN DOCUMENTS

1.1	Credit Agreement and Loan Documents	Revolving Credit Agreement dated March 9, 2023, among Lumos Analytics Inc. as Borrower, Ridgeline National Bank, National Association as Administrative Agent, Collateral Agent, and sole initial Lender — $30,000,000 Senior Secured Revolving Credit Facility (Adjusted Term SOFR + 275 bps; maturity March 9, 2026; accordion up to $15,000,000 incremental commitments; L/C sub-facility of $5,000,000; springing financial covenants at 35% utilization; governing law: State of California). Execution version with all schedules and exhibits.	C&H / WGF	Complete	March 9, 2023	Signed by Arjun Malhotra (CEO) and Catherine Lindgren (CFO) for Lumos; Sarah Whitfield (SVP, Technology Lending) for Ridgeline. Includes Exhibit A (Form of Compliance Certificate), Exhibit B (Form of Borrowing Request), and all schedules.
1.2	Credit Agreement and Loan Documents	Security Agreement dated March 9, 2023, by Lumos Analytics Inc. as Grantor in favor of Ridgeline National Bank, N.A. as Collateral Agent — first-priority perfected security interest in substantially all assets of Borrower including accounts receivable, deposit accounts, equipment, general intangibles, intellectual property, and proceeds. Exclusions: intent-to-use trademark applications, certain immaterial foreign IP, excluded accounts holding no more than $250,000 individually. Governed by California law.	C&H / WGF	Complete	March 9, 2023	Executed by Catherine Lindgren (CFO) for Lumos.
1.3	Credit Agreement and Loan Documents	Intellectual Property Security Agreement dated March 9, 2023, by Lumos Analytics Inc. in favor of Ridgeline National Bank, N.A. as Collateral Agent — covers all registered and applied-for patents, trademarks, and copyrights. Structured for filing with the USPTO and the U.S. Copyright Office. Supplements the Security Agreement. Governed by California law.	C&H / WGF	Complete	March 9, 2023	Schedules list specific patent and trademark registration numbers. To be filed with USPTO and Copyright Office post-closing.
1.4	Credit Agreement and Loan Documents	Perfection Certificate dated March 9, 2023, executed by Catherine Lindgren (CFO). Lists: exact legal name (Lumos Analytics Inc.), EIN (82-4917356), jurisdiction of organization (Delaware, File No. 6284501), chief executive office (2180 Gateway Boulevard, Suite 400, San Jose, CA 95110), other asset locations (7600 North Lamar Boulevard, Suite 220, Austin, TX 78752), registered agent (Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904), deposit accounts at Pacific Horizon Bank (operating, payroll, reserve), registered IP, commercial tort claims (none), letter of credit rights (none).	C&H (Lisa Morrow) / Lumos	Complete	March 9, 2023	Delivered pursuant to the Security Agreement.
1.5	Credit Agreement and Loan Documents	Revolving Credit Note dated March 9, 2023, in the principal amount of $30,000,000, executed by Lumos Analytics Inc. in favor of Ridgeline National Bank, N.A. Evidences obligation to repay revolving loans under the Credit Agreement.	C&H / WGF	Complete	March 9, 2023	Executed by Catherine Lindgren (CFO) for Lumos. Original delivered to Ridgeline.

SECTION 2: CORPORATE / ORGANIZATIONAL DOCUMENTS

2.1	Corporate / Organizational Documents	Officer's Certificate dated March 9, 2023, executed by Marcus Delaney, General Counsel and Secretary of Lumos Analytics Inc. Certifies: (a) true and complete copies of Certificate of Incorporation and Bylaws attached and in full force; (b) board resolutions authorizing execution and delivery of Loan Documents and borrowings duly adopted and in effect; (c) incumbency and specimen signatures of Arjun Malhotra (CEO) and Catherine Lindgren (CFO) as authorized signatories; (d) no event of default exists; (e) representations and warranties true and correct in all material respects.	C&H (Daniel Obi) / Lumos	Complete	March 9, 2023	Prepared by Daniel Obi, Calderwood & Harkness LLP.
2.2	Corporate / Organizational Documents	Certified copy of the Certificate of Incorporation of Lumos Analytics Inc. as filed with the Delaware Secretary of State.	Lumos	Complete	March 9, 2023	Attached to Officer's Certificate as Exhibit A.
2.3	Corporate / Organizational Documents	Certified copy of the Bylaws of Lumos Analytics Inc., as currently in effect.	Lumos	Complete	March 9, 2023	Attached to Officer's Certificate as Exhibit B.
2.4	Corporate / Organizational Documents	Resolutions of the Board of Directors of Lumos Analytics Inc. authorizing the execution, delivery, and performance of the Credit Agreement and all related Loan Documents, and the borrowings thereunder.	Lumos / C&H	Complete	March 9, 2023	Attached to Officer's Certificate as Exhibit C.
2.5	Corporate / Organizational Documents	Certificate of Good Standing for Lumos Analytics Inc. from the Delaware Secretary of State (dated within 30 days of closing).	Lumos / C&H	Complete	March 9, 2023	Long-form good standing certificate. DE File Number: 6284501.
2.6	Corporate / Organizational Documents	Certificate of Good Standing / Status for Lumos Analytics Inc. from the California Secretary of State (qualification state; dated within 30 days of closing).	Lumos / C&H	Complete	March 9, 2023	Confirms qualification to do business in California.

SECTION 3: LEGAL OPINION

3.1

SECTION 4: FINANCIAL DELIVERABLES

4.1	Financial Deliverables	FY 2022 audited financial statements of Lumos Analytics Inc., including balance sheet, income statement, statement of cash flows, and notes, audited by Brindoval Thornton LLP (engagement partner: Alan Mercado, CPA). Key metrics: Total Revenue $49,100,000; ARR $52,400,000; Gross Margin 78.2%; Adjusted EBITDA $4,200,000; Cash & Cash Equivalents $11,600,000; Total Debt $0 (unlevered); Headcount ~310.	Lumos (Cat Lindgren) / Brindoval Thornton LLP	Complete	March 9, 2023	Auditor: Brindoval Thornton LLP, 50 Fremont Street, Suite 1800, San Francisco, CA 94105.
4.2	Financial Deliverables	Pro forma compliance certificate (initial) confirming pro forma compliance with springing financial covenants as of closing date (aggregate revolving outstandings vs. 35% trigger of $10,500,000; ARR of $52,400,000 vs. minimum of $48,000,000 for 2023; liquidity of $11,600,000 cash + $30,000,000 undrawn availability vs. minimum of $8,000,000). Note: First formal quarterly compliance certificate due May 15, 2023 (Q1 2023).	Lumos (Cat Lindgren)	Complete	March 9, 2023	Springing covenant not yet triggered at closing (no outstandings drawn). First quarterly certificate due within 45 days of Q1 2023 quarter-end.
4.3	Financial Deliverables	FY 2023 annual operating budget and financial projections of Lumos Analytics Inc., as approved by the Board of Directors, delivered to Ridgeline National Bank, N.A.	Lumos (Cat Lindgren)	Complete	March 9, 2023	Includes revenue projections, ARR growth assumptions, and capital expenditure plan for FY 2023.

SECTION 5: UCC AND LIEN SEARCHES

5.1	UCC and Lien Searches	UCC-1 Financing Statement — filing with the Delaware Secretary of State naming Lumos Analytics Inc. as Debtor and Ridgeline National Bank, N.A. as Secured Party; covering all assets as described in the Security Agreement.	Pinnacle Filing Services, Inc. / C&H	Complete	March 9, 2023	Filed via Pinnacle Filing Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
5.2	UCC and Lien Searches	UCC-1 Financing Statement — filing with the California Secretary of State naming Lumos Analytics Inc. as Debtor and Ridgeline National Bank, N.A. as Secured Party; covering all assets.	Pinnacle Filing Services, Inc. / C&H	Complete	March 9, 2023	Additional filing in state of chief executive office.
5.3	UCC and Lien Searches	UCC lien search results — Delaware Secretary of State (search against Lumos Analytics Inc. and any prior names).	Pinnacle Filing Services, Inc.	Complete	March 9, 2023	Results: No prior UCC filings identified. Lumos was unlevered pre-closing.
5.4	UCC and Lien Searches	UCC lien search results — California Secretary of State (search against Lumos Analytics Inc.).	Pinnacle Filing Services, Inc.	Complete	March 9, 2023	Results: No prior UCC filings identified.
5.5	UCC and Lien Searches	Federal and state tax lien and judgment search — Delaware and California.	Pinnacle Filing Services, Inc.	Complete	March 9, 2023	Results: No tax liens or judgments identified.
5.6	UCC and Lien Searches	IP filings — USPTO and U.S. Copyright Office recordation of security interests pursuant to the IP Security Agreement.	C&H / Pinnacle Filing Services, Inc.	Complete	March 9, 2023	Filed concurrently with closing; confirmation of recordation to follow.

SECTION 6: INSURANCE

6.1

SECTION 7: FEES

7.1	Fees	Upfront Fee — $150,000 ($30,000,000 × 0.50%), payable to Ridgeline National Bank, N.A. at closing.	Lumos (Cat Lindgren)	Complete	March 9, 2023	Wire transfer confirmed. Calculated as 50 basis points on total commitment amount.
7.2	Fees	Agency Fee — $35,000 annual fee payable to Ridgeline National Bank, N.A. as Administrative Agent, first payment due on the first anniversary of closing (March 9, 2024).	Lumos (Cat Lindgren)	Complete	March 9, 2023	Acknowledged and confirmed in closing; first actual payment due March 9, 2024 and each anniversary thereafter.
7.3	Fees	Calderwood & Harkness LLP legal fees and expenses — capped at $185,000 for negotiation through closing; hourly billing thereafter for post-closing items and amendments. Billing rates: Okafor $1,150/hr; Hartmann $1,100/hr; Obi $725/hr; Morrow $575/hr.	Lumos	Complete	March 9, 2023	Per engagement letter dated January 16, 2023. C&H Matter No. 1008-00001. Invoice to follow.
7.4	Fees	Whitmore Graves & Fitch LLP legal fees and expenses (lender's counsel) — payable by Borrower per Credit Agreement terms.	Lumos	Complete	March 9, 2023	WGF Matter No. 1008-00001. Invoice to follow from WGF.

SECTION 8: POST-CLOSING ITEMS

8.1	Post-Closing Items	Deposit Account Control Agreements (DACAs) for three accounts at Pacific Horizon Bank (101 Park Center Plaza, San Jose, CA 95113): (a) Operating account; (b) Payroll account; (c) Reserve account. Required for all deposit accounts holding more than $250,000.	Lumos (Marcus Delaney / Cat Lindgren) / Pacific Horizon Bank / C&H	Post-Closing	April 8, 2023	Due within 30 days post-closing. Failure to deliver by deadline constitutes an Event of Default under the Credit Agreement. Ridgeline National Bank, N.A. as Collateral Agent to be party to each DACA.
8.2	Post-Closing Items	Updated insurance certificates from Broadleaf Mutual Insurance Company naming Ridgeline National Bank, N.A. as lender loss payee and additional insured on all required policies (CGL, Cyber/E&O, D&O, Property).	Lumos / Broadleaf Mutual Insurance Company	Post-Closing	March 24, 2023	Due within 15 days post-closing. Preliminary certificates delivered at closing (Item 6.1); updated/final certificates required. Failure to deliver by deadline constitutes an Event of Default.
8.3	Post-Closing Items	Landlord lien waiver — 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110 (Lumos HQ).	Lumos (Marcus Delaney) / C&H	Post-Closing	March 24, 2023	Due within 15 days post-closing. Landlord to waive any lien or right of distraint on Borrower's personal property at the premises. Failure to deliver by deadline constitutes an Event of Default.
8.4	Post-Closing Items	Landlord lien waiver — 7600 North Lamar Boulevard, Suite 220, Austin, TX 78752 (Austin satellite office).	Lumos (Marcus Delaney) / C&H	Post-Closing	March 24, 2023	Due within 15 days post-closing. Landlord to waive any lien or right of distraint on Borrower's personal property at the premises. Failure to deliver by deadline constitutes an Event of Default.

[sheet: Key Parties & Contacts]

Party / Entity	Full Legal Name	Role	Key Contact(s)	Address	EIN / ID Number	Phone / Email
Lumos Analytics Inc.	Lumos Analytics Inc.	Borrower	Arjun Malhotra (CEO); Catherine Lindgren (CFO); Marcus Delaney (General Counsel)	2180 Gateway Boulevard, Suite 400, San Jose, CA 95110	EIN: 82-4917356; DE File No.: 6284501
Ridgeline National Bank, N.A.	Ridgeline National Bank, National Association	Administrative Agent, Collateral Agent, and Sole Initial Lender	Sarah Whitfield (SVP, Technology Lending); James R. Portman (MD, Credit Risk); Derek Huang (VP, Relationship Manager)	600 Lexington Avenue, 22nd Floor, New York, NY 10022	EIN: 13-6827410; Deal ID: TL-2023-0447
Verdant Capital Partners Fund III, L.P.	Verdant Capital Partners Fund III, L.P. (GP: Verdant Capital Management III, LLC)	Sponsor / Majority Equity Holder (38.4%)	Rebecca Thornton (Managing Partner); Nathan Griggs (Operating Partner / Board Observer)	400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301	EIN: 84-3291074
Northstar Venture Partners II, L.P.	Northstar Venture Partners II, L.P.	Minority Equity Holder (22.1%)	David Choe (Managing Partner)	1 Embarcadero Center, Suite 2600, San Francisco, CA 94111	EIN: 81-5093287
Calderwood & Harkness LLP	Calderwood & Harkness LLP	Borrower's Counsel	Stephanie Okafor (Responsible Partner); Philip Hartmann (Billing Partner); Daniel Obi (Lead Associate); Lisa Morrow (Working Associate)	555 Mission Street, Suite 3100, San Francisco, CA 94105	Matter No.: 1008-00001
Whitmore Graves & Fitch LLP	Whitmore Graves & Fitch LLP	Lender's Counsel	Thomas A. Rennick (Partner); Priya Narasimhan (Associate)	51 West 52nd Street, 34th Floor, New York, NY 10019	Matter No.: 1008-00001
Brindoval Thornton LLP	Brindoval Thornton LLP	Borrower's Auditor	Alan Mercado, CPA (Engagement Partner)	50 Fremont Street, Suite 1800, San Francisco, CA 94105
Pinnacle Filing Services, Inc.	Pinnacle Filing Services, Inc.	UCC Search & Filing Agent	1209 Orange Street, Wilmington, DE 19801
Pacific Horizon Bank	Pacific Horizon Bank	Borrower's Primary Depository Bank	101 Park Center Plaza, San Jose, CA 95113	DACAs required for operating, payroll, and reserve accounts.
Broadleaf Mutual Insurance Company	Broadleaf Mutual Insurance Company	Insurance Carrier	280 Trumbull Street, Hartford, CT 06103	Rated A- (Excellent) by AM Best.
Capitol Registered Agents LLC	Capitol Registered Agents LLC	Delaware Registered Agent for Lumos	850 New Burton Road, Suite 201, Dover, DE 19904

[sheet: Key Dates & Milestones]

Date	Event / Milestone	Status	Notes
January 16, 2023	Engagement opened; Calderwood & Harkness LLP retained by Lumos Analytics Inc.	Complete	Engagement letter countersigned by Marcus Delaney.
February 3, 2023	Term sheet executed between Lumos and Ridgeline National Bank, N.A.	Complete
February 10, 2023	Initial draft Credit Agreement circulated by C&H to WGF	Complete
February 27, 2023	Ridgeline credit committee approval obtained	Complete
March 6, 2023	Final execution-ready Credit Agreement distributed to all parties	Complete
March 9, 2023	Signing and closing of Credit Agreement and all Loan Documents; initial funding availability	Complete	Closing date. All Section 1–7 checklist items delivered.
March 24, 2023	Post-closing deliverables deadline (15 days post-closing): updated insurance certificates; landlord lien waivers (San Jose HQ and Austin office)	Post-Closing	Failure to deliver constitutes Event of Default.
April 8, 2023	DACA delivery deadline (30 days post-closing): DACAs for three Pacific Horizon Bank accounts	Post-Closing	Failure to deliver constitutes Event of Default.
May 15, 2023	First quarterly compliance certificate due (Q1 2023) — within 45 days of fiscal quarter-end	Upcoming	To be signed by CFO. Monthly liquidity reports due within 30 days of each month-end.
March 9, 2024	First anniversary — agency fee of $35,000 due	Upcoming
March 9, 2026	Maturity date of the Revolving Credit Facility	Upcoming	3-year term from closing.

[sheet: Closing Checklist]
Item No. | Section | Document / Deliverable Description | Responsible Party | Status | Delivery Date | Post-Closing Deadline | Notes / Comments
SECTION 1: CREDIT AGREEMENT AND LOAN DOCUMENTS
1.1 | Credit Agreement and Loan Documents | Revolving Credit Agreement dated March 9, 2023, among Lumos Analytics Inc. as Borrower, Ridgeline National Bank, National Association as Administrative Agent, Collateral Agent, and sole initial Lender — $30,000,000 Senior Secured Revolving Credit Facility (Adjusted Term SOFR + 275 bps; maturity March 9, 2026; accordion up to $15,000,000 incremental commitments; L/C sub-facility of $5,000,000; springing financial covenants at 35% utilization; governing law: State of California). Execution version with all schedules and exhibits. | C&H / WGF | Complete | March 9, 2023 | Signed by Arjun Malhotra (CEO) and Catherine Lindgren (CFO) for Lumos; Sarah Whitfield (SVP, Technology Lending) for Ridgeline. Includes Exhibit A (Form of Compliance Certificate), Exhibit B (Form of Borrowing Request), and all schedules.
1.2 | Credit Agreement and Loan Documents | Security Agreement dated March 9, 2023, by Lumos Analytics Inc. as Grantor in favor of Ridgeline National Bank, N.A. as Collateral Agent — first-priority perfected security interest in substantially all assets of Borrower including accounts receivable, deposit accounts, equipment, general intangibles, intellectual property, and proceeds. Exclusions: intent-to-use trademark applications, certain immaterial foreign IP, excluded accounts holding no more than $250,000 individually. Governed by California law. | C&H / WGF | Complete | March 9, 2023 | Executed by Catherine Lindgren (CFO) for Lumos.
1.3 | Credit Agreement and Loan Documents | Intellectual Property Security Agreement dated March 9, 2023, by Lumos Analytics Inc. in favor of Ridgeline National Bank, N.A. as Collateral Agent — covers all registered and applied-for patents, trademarks, and copyrights. Structured for filing with the USPTO and the U.S. Copyright Office. Supplements the Security Agreement. Governed by California law. | C&H / WGF | Complete | March 9, 2023 | Schedules list specific patent and trademark registration numbers. To be filed with USPTO and Copyright Office post-closing.
1.4 | Credit Agreement and Loan Documents | Perfection Certificate dated March 9, 2023, executed by Catherine Lindgren (CFO). Lists: exact legal name (Lumos Analytics Inc.), EIN (82-4917356), jurisdiction of organization (Delaware, File No. 6284501), chief executive office (2180 Gateway Boulevard, Suite 400, San Jose, CA 95110), other asset locations (7600 North Lamar Boulevard, Suite 220, Austin, TX 78752), registered agent (Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904), deposit accounts at Pacific Horizon Bank (operating, payroll, reserve), registered IP, commercial tort claims (none), letter of credit rights (none). | C&H (Lisa Morrow) / Lumos | Complete | March 9, 2023 | Delivered pursuant to the Security Agreement.
1.5 | Credit Agreement and Loan Documents | Revolving Credit Note dated March 9, 2023, in the principal amount of $30,000,000, executed by Lumos Analytics Inc. in favor of Ridgeline National Bank, N.A. Evidences obligation to repay revolving loans under the Credit Agreement. | C&H / WGF | Complete | March 9, 2023 | Executed by Catherine Lindgren (CFO) for Lumos. Original delivered to Ridgeline.
SECTION 2: CORPORATE / ORGANIZATIONAL DOCUMENTS
2.1 | Corporate / Organizational Documents | Officer's Certificate dated March 9, 2023, executed by Marcus Delaney, General Counsel and Secretary of Lumos Analytics Inc. Certifies: (a) true and complete copies of Certificate of Incorporation and Bylaws attached and in full force; (b) board resolutions authorizing execution and delivery of Loan Documents and borrowings duly adopted and in effect; (c) incumbency and specimen signatures of Arjun Malhotra (CEO) and Catherine Lindgren (CFO) as authorized signatories; (d) no event of default exists; (e) representations and warranties true and correct in all material respects. | C&H (Daniel Obi) / Lumos | Complete | March 9, 2023 | Prepared by Daniel Obi, Calderwood & Harkness LLP.
2.2 | Corporate / Organizational Documents | Certified copy of the Certificate of Incorporation of Lumos Analytics Inc. as filed with the Delaware Secretary of State. | Lumos | Complete | March 9, 2023 | Attached to Officer's Certificate as Exhibit A.
2.3 | Corporate / Organizational Documents | Certified copy of the Bylaws of Lumos Analytics Inc., as currently in effect. | Lumos | Complete | March 9, 2023 | Attached to Officer's Certificate as Exhibit B.
2.4 | Corporate / Organizational Documents | Resolutions of the Board of Directors of Lumos Analytics Inc. authorizing the execution, delivery, and performance of the Credit Agreement and all related Loan Documents, and the borrowings thereunder. | Lumos / C&H | Complete | March 9, 2023 | Attached to Officer's Certificate as Exhibit C.
2.5 | Corporate / Organizational Documents | Certificate of Good Standing for Lumos Analytics Inc. from the Delaware Secretary of State (dated within 30 days of closing). | Lumos / C&H | Complete | March 9, 2023 | Long-form good standing certificate. DE File Number: 6284501.
2.6 | Corporate / Organizational Documents | Certificate of Good Standing / Status for Lumos Analytics Inc. from the California Secretary of State (qualification state; dated within 30 days of closing). | Lumos / C&H | Complete | March 9, 2023 | Confirms qualification to do business in California.
SECTION 3: LEGAL OPINION
3.1 | Legal Opinion | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) dated March 9, 2023, addressed to Ridgeline National Bank, N.A. as Administrative Agent and Lender. Covers: (i) due organization and good standing under Delaware law and qualification in California; (ii) corporate power and authority; (iii) due authorization, execution, and delivery; (iv) enforceability of Credit Agreement, Security Agreement, and IP Security Agreement (subject to customary exceptions); (v) no conflicts with charter documents, material agreements, or applicable law; (vi) perfection of security interests upon filing UCC-1 financing statements with Delaware Secretary of State and California Secretary of State; (vii) no governmental consents required other than UCC filings and USPTO/Copyright Office filings. | C&H (Stephanie Okafor) | Complete | March 9, 2023 | Signed by Stephanie Okafor, Partner. C&H Matter No. 1008-00001. Contains customary qualifications, assumptions, and limitations.
SECTION 4: FINANCIAL DELIVERABLES
4.1 | Financial Deliverables | FY 2022 audited financial statements of Lumos Analytics Inc., including balance sheet, income statement, statement of cash flows, and notes, audited by Brindoval Thornton LLP (engagement partner: Alan Mercado, CPA). Key metrics: Total Revenue $49,100,000; ARR $52,400,000; Gross Margin 78.2%; Adjusted EBITDA $4,200,000; Cash & Cash Equivalents $11,600,000; Total Debt $0 (unlevered); Headcount ~310. | Lumos (Cat Lindgren) / Brindoval Thornton LLP | Complete | March 9, 2023 | Auditor: Brindoval Thornton LLP, 50 Fremont Street, Suite 1800, San Francisco, CA 94105.
4.2 | Financial Deliverables | Pro forma compliance certificate (initial) confirming pro forma compliance with springing financial covenants as of closing date (aggregate revolving outstandings vs. 35% trigger of $10,500,000; ARR of $52,400,000 vs. minimum of $48,000,000 for 2023; liquidity of $11,600,000 cash + $30,000,000 undrawn availability vs. minimum of $8,000,000). Note: First formal quarterly compliance certificate due May 15, 2023 (Q1 2023). | Lumos (Cat Lindgren) | Complete | March 9, 2023 | Springing covenant not yet triggered at closing (no outstandings drawn). First quarterly certificate due within 45 days of Q1 2023 quarter-end.
4.3 | Financial Deliverables | FY 2023 annual operating budget and financial projections of Lumos Analytics Inc., as approved by the Board of Directors, delivered to Ridgeline National Bank, N.A. | Lumos (Cat Lindgren) | Complete | March 9, 2023 | Includes revenue projections, ARR growth assumptions, and capital expenditure plan for FY 2023.
SECTION 5: UCC AND LIEN SEARCHES
5.1 | UCC and Lien Searches | UCC-1 Financing Statement — filing with the Delaware Secretary of State naming Lumos Analytics Inc. as Debtor and Ridgeline National Bank, N.A. as Secured Party; covering all assets as described in the Security Agreement. | Pinnacle Filing Services, Inc. / C&H | Complete | March 9, 2023 | Filed via Pinnacle Filing Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
5.2 | UCC and Lien Searches | UCC-1 Financing Statement — filing with the California Secretary of State naming Lumos Analytics Inc. as Debtor and Ridgeline National Bank, N.A. as Secured Party; covering all assets. | Pinnacle Filing Services, Inc. / C&H | Complete | March 9, 2023 | Additional filing in state of chief executive office.
5.3 | UCC and Lien Searches | UCC lien search results — Delaware Secretary of State (search against Lumos Analytics Inc. and any prior names). | Pinnacle Filing Services, Inc. | Complete | March 9, 2023 | Results: No prior UCC filings identified. Lumos was unlevered pre-closing.
5.4 | UCC and Lien Searches | UCC lien search results — California Secretary of State (search against Lumos Analytics Inc.). | Pinnacle Filing Services, Inc. | Complete | March 9, 2023 | Results: No prior UCC filings identified.
5.5 | UCC and Lien Searches | Federal and state tax lien and judgment search — Delaware and California. | Pinnacle Filing Services, Inc. | Complete | March 9, 2023 | Results: No tax liens or judgments identified.
5.6 | UCC and Lien Searches | IP filings — USPTO and U.S. Copyright Office recordation of security interests pursuant to the IP Security Agreement. | C&H / Pinnacle Filing Services, Inc. | Complete | March 9, 2023 | Filed concurrently with closing; confirmation of recordation to follow.
SECTION 6: INSURANCE
6.1 | Insurance | Insurance certificates from Broadleaf Mutual Insurance Company evidencing required coverage: (a) Commercial general liability — minimum $5,000,000 per occurrence; (b) Cyber liability / Tech E&O — minimum $10,000,000 per claim; (c) D&O liability — minimum $5,000,000; (d) Property insurance — replacement cost. Naming Ridgeline National Bank, N.A. as lender loss payee and additional insured. | Lumos / Broadleaf Mutual Insurance Company | Complete | March 9, 2023 | Carrier: Broadleaf Mutual Insurance Company, 280 Trumbull Street, Hartford, CT 06103. Rated A- (Excellent) by AM Best. Updated certificates to be delivered post-closing per Item 8.2.
SECTION 7: FEES
7.1 | Fees | Upfront Fee — $150,000 ($30,000,000 × 0.50%), payable to Ridgeline National Bank, N.A. at closing. | Lumos (Cat Lindgren) | Complete | March 9, 2023 | Wire transfer confirmed. Calculated as 50 basis points on total commitment amount.
7.2 | Fees | Agency Fee — $35,000 annual fee payable to Ridgeline National Bank, N.A. as Administrative Agent, first payment due on the first anniversary of closing (March 9, 2024). | Lumos (Cat Lindgren) | Complete | March 9, 2023 | Acknowledged and confirmed in closing; first actual payment due March 9, 2024 and each anniversary thereafter.
7.3 | Fees | Calderwood & Harkness LLP legal fees and expenses — capped at $185,000 for negotiation through closing; hourly billing thereafter for post-closing items and amendments. Billing rates: Okafor $1,150/hr; Hartmann $1,100/hr; Obi $725/hr; Morrow $575/hr. | Lumos | Complete | March 9, 2023 | Per engagement letter dated January 16, 2023. C&H Matter No. 1008-00001. Invoice to follow.
7.4 | Fees | Whitmore Graves & Fitch LLP legal fees and expenses (lender's counsel) — payable by Borrower per Credit Agreement terms. | Lumos | Complete | March 9, 2023 | WGF Matter No. 1008-00001. Invoice to follow from WGF.
SECTION 8: POST-CLOSING ITEMS
8.1 | Post-Closing Items | Deposit Account Control Agreements (DACAs) for three accounts at Pacific Horizon Bank (101 Park Center Plaza, San Jose, CA 95113): (a) Operating account; (b) Payroll account; (c) Reserve account. Required for all deposit accounts holding more than $250,000. | Lumos (Marcus Delaney / Cat Lindgren) / Pacific Horizon Bank / C&H | Post-Closing | April 8, 2023 | Due within 30 days post-closing. Failure to deliver by deadline constitutes an Event of Default under the Credit Agreement. Ridgeline National Bank, N.A. as Collateral Agent to be party to each DACA.
8.2 | Post-Closing Items | Updated insurance certificates from Broadleaf Mutual Insurance Company naming Ridgeline National Bank, N.A. as lender loss payee and additional insured on all required policies (CGL, Cyber/E&O, D&O, Property). | Lumos / Broadleaf Mutual Insurance Company | Post-Closing | March 24, 2023 | Due within 15 days post-closing. Preliminary certificates delivered at closing (Item 6.1); updated/final certificates required. Failure to deliver by deadline constitutes an Event of Default.
8.3 | Post-Closing Items | Landlord lien waiver — 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110 (Lumos HQ). | Lumos (Marcus Delaney) / C&H | Post-Closing | March 24, 2023 | Due within 15 days post-closing. Landlord to waive any lien or right of distraint on Borrower's personal property at the premises. Failure to deliver by deadline constitutes an Event of Default.
8.4 | Post-Closing Items | Landlord lien waiver — 7600 North Lamar Boulevard, Suite 220, Austin, TX 78752 (Austin satellite office). | Lumos (Marcus Delaney) / C&H | Post-Closing | March 24, 2023 | Due within 15 days post-closing. Landlord to waive any lien or right of distraint on Borrower's personal property at the premises. Failure to deliver by deadline constitutes an Event of Default.
[sheet: Key Parties & Contacts]
Party / Entity | Full Legal Name | Role | Key Contact(s) | Address | EIN / ID Number | Phone / Email
Lumos Analytics Inc. | Lumos Analytics Inc. | Borrower | Arjun Malhotra (CEO); Catherine Lindgren (CFO); Marcus Delaney (General Counsel) | 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110 | EIN: 82-4917356; DE File No.: 6284501
Ridgeline National Bank, N.A. | Ridgeline National Bank, National Association | Administrative Agent, Collateral Agent, and Sole Initial Lender | Sarah Whitfield (SVP, Technology Lending); James R. Portman (MD, Credit Risk); Derek Huang (VP, Relationship Manager) | 600 Lexington Avenue, 22nd Floor, New York, NY 10022 | EIN: 13-6827410; Deal ID: TL-2023-0447
Verdant Capital Partners Fund III, L.P. | Verdant Capital Partners Fund III, L.P. (GP: Verdant Capital Management III, LLC) | Sponsor / Majority Equity Holder (38.4%) | Rebecca Thornton (Managing Partner); Nathan Griggs (Operating Partner / Board Observer) | 400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301 | EIN: 84-3291074
Northstar Venture Partners II, L.P. | Northstar Venture Partners II, L.P. | Minority Equity Holder (22.1%) | David Choe (Managing Partner) | 1 Embarcadero Center, Suite 2600, San Francisco, CA 94111 | EIN: 81-5093287
Calderwood & Harkness LLP | Calderwood & Harkness LLP | Borrower's Counsel | Stephanie Okafor (Responsible Partner); Philip Hartmann (Billing Partner); Daniel Obi (Lead Associate); Lisa Morrow (Working Associate) | 555 Mission Street, Suite 3100, San Francisco, CA 94105 | Matter No.: 1008-00001
Whitmore Graves & Fitch LLP | Whitmore Graves & Fitch LLP | Lender's Counsel | Thomas A. Rennick (Partner); Priya Narasimhan (Associate) | 51 West 52nd Street, 34th Floor, New York, NY 10019 | Matter No.: 1008-00001
Brindoval Thornton LLP | Brindoval Thornton LLP | Borrower's Auditor | Alan Mercado, CPA (Engagement Partner) | 50 Fremont Street, Suite 1800, San Francisco, CA 94105
Pinnacle Filing Services, Inc. | Pinnacle Filing Services, Inc. | UCC Search & Filing Agent | 1209 Orange Street, Wilmington, DE 19801
Pacific Horizon Bank | Pacific Horizon Bank | Borrower's Primary Depository Bank | 101 Park Center Plaza, San Jose, CA 95113 | DACAs required for operating, payroll, and reserve accounts.
Broadleaf Mutual Insurance Company | Broadleaf Mutual Insurance Company | Insurance Carrier | 280 Trumbull Street, Hartford, CT 06103 | Rated A- (Excellent) by AM Best.
Capitol Registered Agents LLC | Capitol Registered Agents LLC | Delaware Registered Agent for Lumos | 850 New Burton Road, Suite 201, Dover, DE 19904
[sheet: Key Dates & Milestones]
Date | Event / Milestone | Status | Notes
January 16, 2023 | Engagement opened; Calderwood & Harkness LLP retained by Lumos Analytics Inc. | Complete | Engagement letter countersigned by Marcus Delaney.
February 3, 2023 | Term sheet executed between Lumos and Ridgeline National Bank, N.A. | Complete
February 10, 2023 | Initial draft Credit Agreement circulated by C&H to WGF | Complete
February 27, 2023 | Ridgeline credit committee approval obtained | Complete
March 6, 2023 | Final execution-ready Credit Agreement distributed to all parties | Complete
March 9, 2023 | Signing and closing of Credit Agreement and all Loan Documents; initial funding availability | Complete | Closing date. All Section 1–7 checklist items delivered.
March 24, 2023 | Post-closing deliverables deadline (15 days post-closing): updated insurance certificates; landlord lien waivers (San Jose HQ and Austin office) | Post-Closing | Failure to deliver constitutes Event of Default.
April 8, 2023 | DACA delivery deadline (30 days post-closing): DACAs for three Pacific Horizon Bank accounts | Post-Closing | Failure to deliver constitutes Event of Default.
May 15, 2023 | First quarterly compliance certificate due (Q1 2023) — within 45 days of fiscal quarter-end | Upcoming | To be signed by CFO. Monthly liquidity reports due within 30 days of each month-end.
March 9, 2024 | First anniversary — agency fee of $35,000 due | Upcoming
March 9, 2026 | Maturity date of the Revolving Credit Facility | Upcoming | 3-year term from closing.

[sheet: Closing Checklist]

SECTION 1: CREDIT AGREEMENT AND LOAN DOCUMENTS

SECTION 2: CORPORATE / ORGANIZATIONAL DOCUMENTS

SECTION 3: LEGAL OPINION

SECTION 4: FINANCIAL DELIVERABLES

SECTION 5: UCC AND LIEN SEARCHES

SECTION 6: INSURANCE

SECTION 7: FEES

SECTION 8: POST-CLOSING ITEMS

Record

Parties

Dates

Amounts