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REVOLVING CREDIT AGREEMENT

$30,000,000

dated as of March 9, 2023

among

LUMOS ANALYTICS INC., a Delaware corporation, as Borrower,

and

RIDGELINE NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Lender

EXECUTION VERSION

This REVOLVING CREDIT AGREEMENT (this "Credit Agreement") is entered into as of March 9, 2023 (the "Closing Date"), by and among LUMOS ANALYTICS INC., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and RIDGELINE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States ("Ridgeline"), in its capacities as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and lender (in such capacity, together with its successors and assigns, the "Lender").

RECITALS

WHEREAS, the Borrower is a provider of cloud-based analytics software and related services and has requested that the Lender provide a revolving credit facility in an aggregate principal amount of up to $30,000,000 to finance general corporate purposes, including working capital, permitted acquisitions, and capital expenditures;

WHEREAS, the Lender is willing to make such revolving credit facility available to the Borrower, subject to and upon the terms and conditions set forth herein;

WHEREAS, to secure the Borrower's obligations hereunder, the Borrower has agreed to grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of its assets, as more fully described in the Security Agreement and the IP Security Agreement; and

WHEREAS, the parties hereto desire to set forth the terms and conditions upon which such revolving credit facility shall be made available.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms

As used in this Credit Agreement, the following terms shall have the meanings set forth below:

"Accordion Commitment" means incremental revolving commitments obtained pursuant to Section 2.15 in an aggregate principal amount of up to $15,000,000, for a potential total revolving commitment of $45,000,000 (being the sum of the initial Commitment of $30,000,000 and the maximum Accordion Commitment of $15,000,000), subject in all respects to the terms and conditions set forth in Section 2.15.

"Adjusted Term SOFR" means, for any Interest Period, an interest rate per annum equal to the sum of (a) Term SOFR for such Interest Period plus (b) the SOFR Adjustment applicable to such Interest Period; provided, that if the Adjusted Term SOFR as so determined would be less than the SOFR Floor, then the Adjusted Term SOFR shall be deemed to be the SOFR Floor for purposes of this Credit Agreement. For the avoidance of doubt, the SOFR Adjustment applicable to a one-month Interest Period is 0.10% (10 basis points) and the SOFR Adjustment applicable to a three-month Interest Period is 0.15% (15 basis points).

"Administrative Agent" means Ridgeline National Bank, National Association, with its principal office for purposes of this Credit Agreement at 600 Lexington Avenue, 22nd Floor, New York, NY 10022, in its capacity as administrative agent for the Lender under this Credit Agreement and the other Loan Documents, together with its successors and assigns in such capacity, or any successor administrative agent appointed in accordance with Section 9.07.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative meanings of "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, more than 50% of the voting equity interests of such other Person.

"Agency Fee" means a fee of $35,000 per annum, payable to the Administrative Agent on each anniversary of the Closing Date during the term of this Credit Agreement, as more fully described in Section 2.08(d).

"Aggregate Revolving Credit Outstandings" means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans at such time plus (b) the aggregate amount of all L/C Exposure at such time.

"Annualized Recurring Revenue" or "ARR" means, for any date of determination, the annualized value of all recurring subscription revenue of the Borrower under binding customer contracts in effect as of such date, calculated in accordance with the methodology set forth in Schedule 1.01(a). For the avoidance of doubt, ARR shall exclude (i) one-time implementation fees, (ii) professional services revenue, (iii) usage-based overages that are not committed or contractually guaranteed, and (iv) any other non-recurring revenue items. ARR shall be calculated net of any customer churn occurring on or prior to such date of determination and shall include expansion revenue from existing customers to the extent reflected in binding contractual commitments.

"Applicable Rate" means 275 basis points (2.75%) per annum with respect to SOFR Loans and 175 basis points (1.75%) per annum with respect to Base Rate Loans.

"Austin Office" means the Borrower's satellite office located at 7600 North Lamar Boulevard, Suite 220, Austin, TX 78752.

"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the Administrative Agent's prime rate as in effect on such day, and (c) the Adjusted Term SOFR for a one-month Interest Period as in effect on such day plus 1.00%; provided, that in no event shall the Base Rate be less than 0.00% per annum. Any change in the Base Rate due to a change in the Administrative Agent's prime rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change.

"Borrower" means Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware, with its principal place of business at 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110, Employer Identification Number 82-4917356, Delaware Secretary of State File Number 6284501.

"Borrowing Request" means a written request by the Borrower for a Revolving Loan, substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent (including any electronic form transmitted via the Administrative Agent's online banking portal), duly completed and signed by an authorized officer of the Borrower.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or San Jose, California are required or authorized by law or executive order to be closed; provided, that when used in connection with a SOFR Loan or any other matter relating to Term SOFR or SOFR, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Expenditures" means, for any period, expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made by the Borrower that, in conformity with GAAP, are required to be classified as capital expenditures in the Borrower's financial statements, but excluding expenditures made in connection with the replacement, substitution, or restoration of assets to the extent financed by insurance proceeds, condemnation awards, or other similar recoveries. Capital Expenditures shall be subject to an annual limit of $5,000,000 per Fiscal Year as set forth in Section 6.06, with up to 25% of any unused amount from the prior Fiscal Year (not to exceed $1,250,000) permitted to be carried forward and utilized in the immediately succeeding Fiscal Year.

"Change of Control" means the occurrence of any of the following: (a) Verdant Capital Partners Fund III, L.P. and its Affiliates ceasing to hold, directly or indirectly, at least 25% of the Equity Interests (on a fully diluted basis) of the Borrower, or (b) any Person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Verdant Capital Partners Fund III, L.P. and its Affiliates, acquiring, directly or indirectly, more than 50% of the Equity Interests (on a fully diluted basis) of the Borrower, or (c) any change in the composition of the board of directors of the Borrower such that individuals who were members of the board of directors on the Closing Date (together with any new directors whose appointment or nomination was approved by a majority of the directors then still in office who either were directors on the Closing Date or whose appointment or nomination was so approved) cease to constitute a majority of the board of directors then in office.

"Closing Date" means March 9, 2023.

"Collateral" means all property and assets of the Borrower, whether now owned or hereafter acquired, subject to the Lien created by the Security Documents, as more fully described in the Security Agreement, including all accounts, chattel paper, commercial tort claims (to the extent identified and pledged pursuant to the Security Agreement), deposit accounts, equipment, fixtures, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof; provided, that the Collateral shall not include Excluded Property.

"Collateral Agent" means Ridgeline National Bank, National Association, in its capacity as collateral agent under the Security Documents for the benefit of the Secured Parties, together with its successors and assigns in such capacity.

"Commitment" means $30,000,000, as such amount may be increased pursuant to Section 2.15 or reduced or terminated pursuant to Section 2.05. As of the Closing Date, the entire Commitment is held by Ridgeline National Bank, National Association.

"Compliance Certificate" means a certificate substantially in the form of Exhibit B, duly completed and signed by the Chief Financial Officer of the Borrower.

"Credit Agreement" means this Revolving Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would (if not cured or waived) constitute an Event of Default.

"Default Rate" means an interest rate per annum equal to the otherwise applicable interest rate for the relevant Obligation plus 200 basis points (2.00%) per annum.

"Deposit Account Control Agreement" or "DACA" means a deposit account control agreement, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, entered into among the Borrower, the Collateral Agent, and the applicable depository bank with respect to a deposit account of the Borrower maintained at such depository bank, pursuant to which the Collateral Agent obtains "control" (within the meaning of Section 9-104 of the UCC) over such deposit account.

"Equity Interests" means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in such Person, and all warrants, options, or other rights to acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" has the meaning set forth in Section 8.01.

"Excluded Accounts" means any deposit account of the Borrower holding no more than $250,000 individually at any time.

"Excluded Property" means (a) any intent-to-use trademark application filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing and acceptance of a statement of use or amendment to allege use with respect thereto, solely to the extent that the grant of a security interest therein prior to such filing and acceptance would impair the validity or enforceability of such trademark application under applicable federal law, (b) certain immaterial foreign intellectual property that is not registered or applied for in the United States, and (c) Excluded Accounts.

"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that if the Federal Funds Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Credit Agreement.

"Fiscal Year" means the fiscal year of the Borrower ending on December 31 of each calendar year.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a consistent basis, subject to Section 1.03.

"Governmental Authority" means the government of the United States of America or any other nation, or any political subdivision thereof, whether state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, arbitrator, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra-national body such as the European Union or the European Central Bank).

"Guarantor" means (a) as of the Closing Date, none (the Borrower having no Subsidiaries as of the Closing Date), and (b) any Domestic Subsidiary of the Borrower that is at any time required to become a guarantor of the Obligations pursuant to Section 5.11.

"Indebtedness" means, with respect to any Person at any date of determination (without duplication), (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations issued or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course), (e) all obligations under Capital Lease Obligations, (f) all guarantees of Indebtedness of any other Person, and (g) all Indebtedness of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness has been assumed by such Person.

"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or continued as, or converted into, a SOFR Loan, and ending on the numerically corresponding day in the calendar month that is one (1) month or three (3) months thereafter (in each case, as selected by the Borrower in the applicable Borrowing Request); provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.

"IP Security Agreement" means that certain intellectual Property Security Agreement dated as of March 9, 2023, executed by the Borrower in favor of the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.

"L/C Commitment" means $5,000,000, being the aggregate sub-limit within the Commitment for Letters of Credit.

"L/C Exposure" means, at any time, the sum of (a) the aggregate undrawn stated amount of all outstanding Letters of Credit at such time, plus (b) the aggregate unreimbursed amount of all drawings under Letters of Credit that have not yet been reimbursed by the Borrower at such time.

"Lender" means Ridgeline National Bank, National Association, and any assignee or participant thereof that becomes a party to this Credit Agreement, in its capacity as a lender hereunder.

"Letter of Credit" means any standby letter of credit issued by Ridgeline National Bank, National Association (or any successor issuing bank) for the account of the Borrower pursuant to Section 2.03.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Liquidity" means, at any date of determination, the sum of (a) unrestricted cash and cash equivalents of the Borrower on deposit in accounts subject to a DACA or an Excluded Account, plus (b) the undrawn and available portion of the Commitment (i.e., the Commitment minus the Aggregate Revolving Credit Outstandings at such time), in each case determined as of such date.

"Loan Documents" means this Credit Agreement, the Security Agreement, the IP Security Agreement, the Perfection Certificate, each Deposit Account Control Agreement, each Compliance Certificate, each Borrowing Request, each Note (if any), and any other agreement, instrument, or document delivered by the Borrower pursuant to or in connection with this Credit Agreement or any of the foregoing, in each case, as amended, restated, supplemented, or otherwise modified from time to time.

"Material Adverse Effect" means any event, circumstance, development, change, or effect that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, financial condition, assets, or liabilities of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lender under any Loan Document.

"Maturity Date" means March 9, 2026; provided, that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Minimum ARR Amount" means the applicable minimum Annualized Recurring Revenue amount for each Testing Period as set forth in Section 7.02 and Schedule 7.02.

"Minimum Liquidity" means $8,000,000.

"Net Revenue Retention" means, for any measurement period, the dollar-based net revenue retention rate determined in accordance with the Borrower's customary methodology, calculated by comparing the recurring subscription revenue from a cohort of customers as of the beginning of such measurement period to the recurring subscription revenue from the same cohort of customers as of the end of such measurement period, including the effects of expansion, contraction, and churn, but excluding revenue from new customers acquired during such measurement period.

"Note" means a promissory note made by the Borrower in favor of the Lender, if requested by the Lender pursuant to Section 2.10, substantially in the form of Exhibit E.

"Obligations" means all amounts, debts, liabilities, and obligations (whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising) of the Borrower arising under or in connection with any Loan Document, including all principal, interest (including interest accruing at the Default Rate and interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, charges, expenses, attorneys' fees, indemnification obligations, and all other amounts payable by the Borrower under or in connection with any Loan Document.

"Perfection Certificate" means that certain Perfection Certificate dated as of March 9, 2023, delivered by the Borrower pursuant to the Security Agreement, as updated, amended, or supplemented from time to time.

"Permitted Acquisition" means any acquisition that satisfies all of the conditions set forth in Section 6.04.

"Permitted Indebtedness" means Indebtedness permitted to be incurred, assumed, or outstanding pursuant to Section 6.01.

"Permitted Liens" means Liens permitted to exist pursuant to Section 6.02.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

"Post-Closing Items" means the items to be delivered after the Closing Date as described in Section 3.03.

"Qualified ECP Guarantor" means, at any time with respect to any swap obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of a security interest becomes effective with respect to such swap obligation, or such other Person that constitutes an "eligible contract participant" under the Commodity Exchange Act and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Required Lenders" means, at any time, Lenders holding in the aggregate more than 50% of the Commitment (or, if the Commitment has been terminated, Lenders holding in the aggregate more than 50% of the Aggregate Revolving Credit Outstandings). As of the Closing Date, Ridgeline National Bank, National Association is the sole Lender and constitutes the Required Lenders.

"Restricted Payment" means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interests of the Borrower (other than dividends payable solely in Equity Interests of the same class), (b) any redemption, retirement, purchase, or other acquisition for value, direct or indirect, of any Equity Interests of the Borrower, and (c) any payment or prepayment of principal of, premium (if any) on, or interest on, or redemption, purchase, retirement, defeasance, sinking fund, or similar payment with respect to, any subordinated Indebtedness.

"Revolving Loan" means each loan made by the Lender to the Borrower pursuant to Section 2.01 and Article II.

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lender, and each other holder of Obligations.

"Security Agreement" means that certain Security Agreement dated as of March 9, 2023, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.

"Security Documents" means the Security Agreement, the IP Security Agreement, each Deposit Account Control Agreement, and each other security agreement, pledge agreement, or similar instrument delivered by the Borrower from time to time pursuant to this Credit Agreement or any other Loan Document to secure the Obligations.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator) and published on the Federal Reserve Bank of New York's Website.

"SOFR Adjustment" means (a) 0.10% (10 basis points) per annum for a one-month Interest Period, and (b) 0.15% (15 basis points) per annum for a three-month Interest Period.

"SOFR Floor" means 0.00% per annum.

"SOFR Loan" means any Revolving Loan bearing interest at the Adjusted Term SOFR plus the Applicable Rate, as described in Section 2.07(a).

"Springing Covenant Trigger Date" means any date on which the Aggregate Revolving Credit Outstandings exceed 35% of the Commitment then in effect. As of the Closing Date, based on a Commitment of $30,000,000, the Springing Covenant Trigger Date threshold is $10,500,000 in Aggregate Revolving Credit Outstandings.

"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, association, joint venture, or other business entity of which (a) more than 50% of the outstanding voting Equity Interests are at the time owned or controlled, directly or indirectly, by such parent or by one or more Subsidiaries of such parent, or (b) such parent or one or more Subsidiaries of such parent is the general partner or managing member. The Borrower has no Subsidiaries as of the Closing Date.

"Tax Distribution" means distributions by the Borrower to holders of its Equity Interests in an amount not to exceed the product of (a) the applicable combined federal, state, and local income tax rate (assumed to be the highest marginal tax rate applicable to an individual or corporate taxpayer, whichever is higher, and taking into account the character of the applicable income) and (b) the taxable income (or items of taxable income) of the Borrower allocated to such equity holder for the applicable tax period.

"Term SOFR" means the forward-looking term rate based on SOFR as published by CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent) for the applicable Interest Period (one-month or three-month, as elected by the Borrower). If such rate is not published for any reason on any Business Day, Term SOFR for such day shall be determined by the Administrative Agent in its reasonable discretion.

"Testing Period" means each fiscal quarter-end of the Borrower (i.e., each March 31, June 30, September 30, and December 31).

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such other state.

"Unfunded Fee" means 0.30% (30 basis points) per annum, being the unused commitment fee rate described in Section 2.08(b).

"Upfront Fee" means $150,000, being the product of the Commitment of $30,000,000 multiplied by 0.50%, payable on the Closing Date as described in Section 2.08(a).

"Verdant" means Verdant Capital Partners Fund III, L.P., a Delaware limited partnership.

Section 1.02 — Other Interpretive Provisions

For purposes of this Credit Agreement, the following rules of interpretation shall apply:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) The table of contents and article and section headings herein are for convenience of reference only, are not part of this Credit Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Credit Agreement.

(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."

Section 1.03 — Accounting Terms and GAAP

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to the following: if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (a "frozen GAAP election").

Section 1.04 — Rounding

Any financial ratios and calculations required by this Credit Agreement shall be calculated to the nearest one-hundredth (e.g., 1.00:1.00), with any figure of 0.005 or above being rounded up and any figure below 0.005 being rounded down.

Section 1.05 — References to Agreements, Laws, Etc.

Unless otherwise specifically provided herein, (a) any reference to any law, statute, regulation, or rule shall be deemed also to refer to all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule, and (b) any reference to any agreement or instrument shall be deemed to include such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein).

Section 1.06 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).

Section 1.07 — Letter of Credit Amounts

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount to which the stated amount of such Letter of Credit may be increased pursuant to such automatic increase provisions.

Section 1.08 — SOFR Benchmark Replacement

(a) Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided, that if the Administrative Agent determines that a Benchmark Replacement cannot be selected prior to the applicable Benchmark Replacement Date, then a Benchmark Replacement based on the applicable fallback waterfall shall apply.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lender of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section. Any determination, decision, or election that may be made by the Administrative Agent pursuant to this Section, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section.

(d) Benchmark Replacement Waterfall. For purposes of this Section, the following definitions shall apply:

(i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (1) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (2) the related Benchmark Replacement Adjustment; or (B) the sum of (1) the alternate rate of interest that has been selected by the Administrative Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for dollar-denominated syndicated or bilateral credit facilities at such time and (2) the related Benchmark Replacement Adjustment.

(ii) "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement.

(iii) "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement.

(iv) "Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (A) in the case of a public statement or publication of information referenced in clause (b) or (c) of the definition of "Benchmark Transition Event," the later of (1) the date of the public statement or publication of information referenced therein and (2) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark; or (B) the date determined by the Administrative Agent.

(v) "Benchmark Transition Event" means the occurrence of one or more of the following events: (a) a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark permanently or indefinitely; (b) a public statement or publication of information by the regulatory supervisor for the administrator of the then-current Benchmark, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, stating that the administrator of such Benchmark has ceased or will cease to provide all Available Tenors of such Benchmark permanently or indefinitely; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of the then-current Benchmark announcing that all Available Tenors of such Benchmark are no longer representative.

(vi) "Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or, in each case, any successor thereto.

ARTICLE II — THE REVOLVING CREDIT FACILITY

Section 2.01 — Revolving Commitments

Subject to the terms and conditions set forth herein, the Lender agrees to make Revolving Loans to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date in an aggregate principal amount that will not result in the Aggregate Revolving Credit Outstandings exceeding the Commitment at any time. Within the limits of the Commitment and subject to the terms and conditions hereof, the Borrower may borrow, prepay, and reborrow Revolving Loans. Each Revolving Loan shall be in a minimum aggregate principal amount of $500,000 (or integral multiples of $100,000 in excess thereof) or, if less, the remaining available amount of the Commitment. The Commitment of the Lender as of the Closing Date is $30,000,000. The obligation of the Lender to make Revolving Loans shall terminate on the Maturity Date.

Section 2.02 — Borrowing Procedures

(a) Borrowing Request. Each borrowing of Revolving Loans shall be made upon the Borrower's delivery to the Administrative Agent of a duly completed Borrowing Request substantially in the form of Exhibit A (or such other form approved by the Administrative Agent). Each such Borrowing Request shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Loans to be borrowed, (ii) whether such Revolving Loans are to be SOFR Loans or Base Rate Loans, (iii) in the case of SOFR Loans, the Interest Period applicable thereto (one-month or three-month), (iv) the requested funding date, and (v) the wire transfer instructions for disbursement of the proceeds of such Revolving Loans.

(b) Notice Timing. With respect to SOFR Loans, the Borrower shall deliver the Borrowing Request to the Administrative Agent by no later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the requested borrowing date. With respect to Base Rate Loans, the Borrower shall deliver the Borrowing Request to the Administrative Agent by no later than 1:00 p.m. (New York City time) on the date of the requested borrowing (i.e., same-day funding for Base Rate Loans).

(c) Deemed Representations. Each delivery of a Borrowing Request shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing Request and as of the requested funding date, (i) the conditions precedent set forth in Section 3.02 have been satisfied, (ii) no Default or Event of Default exists or would result from the requested borrowing, and (iii) all representations and warranties contained in Article IV are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).

(d) Funding. Upon satisfaction of the applicable conditions set forth herein, the Lender shall make each Revolving Loan available to the Borrower by wire transfer of immediately available funds to the account specified in the applicable Borrowing Request not later than 3:00 p.m. (New York City time) on the requested funding date.

Section 2.03 — Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of standby Letters of Credit for its account from time to time during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date. Ridgeline National Bank, National Association shall serve as the issuing bank with respect to all Letters of Credit. The aggregate undrawn stated amount of all outstanding Letters of Credit at any time shall not exceed the L/C Commitment of $5,000,000. The issuance of any Letter of Credit shall not cause the Aggregate Revolving Credit Outstandings to exceed the Commitment.

(b) Request for Issuance. The Borrower shall make each request for the issuance of a Letter of Credit by delivering to the Administrative Agent a completed letter of credit application and such other documents and information as the issuing bank may reasonably require, not less than five (5) Business Days prior to the requested date of issuance (or such shorter period as the Administrative Agent may agree in its sole discretion).

(c) Expiration. No Letter of Credit shall have an expiry date later than the earlier of (i) the date that is one (1) year after the date of issuance of such Letter of Credit (or, in the case of any Letter of Credit containing an auto-renewal provision, one year from the then-current expiry date) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Auto-Renewal. If a Letter of Credit contains a provision for automatic renewal, the issuing bank shall be permitted to allow such automatic renewal unless (i) the issuing bank has received written notice from the Administrative Agent or the Borrower at least thirty (30) days prior to the applicable auto-renewal date directing the issuing bank not to permit such renewal, or (ii) a Default or Event of Default exists at the time of such renewal.

(e) Reimbursement. The Borrower hereby unconditionally and irrevocably agrees to reimburse the issuing bank for each drawing under any Letter of Credit on or before the Business Day immediately following the date on which the Borrower receives notice from the issuing bank of such drawing. If the Borrower fails to reimburse the issuing bank for any such drawing on or before such date, such unreimbursed amount shall be deemed to be a Revolving Loan (a Base Rate Loan) made on such date.

(f) Reduction of Availability. The L/C Exposure at any time shall reduce the availability under the Commitment for the making of Revolving Loans on a dollar-for-dollar basis.

Section 2.04 — Prepayments

(a) Voluntary Prepayments. The Borrower may prepay any outstanding Revolving Loan, in whole or in part, at any time without premium or penalty (subject to Section 2.14 with respect to breakage costs for SOFR Loans), upon delivery to the Administrative Agent of a written notice specifying the date and amount of such prepayment and, in the case of SOFR Loans, at least three (3) Business Days prior to the date of prepayment, and in the case of Base Rate Loans, on the same day as the date of prepayment. Each partial prepayment shall be in a minimum aggregate principal amount of $1,000,000 (or integral multiples of $500,000 in excess thereof) or the entire outstanding principal balance of the applicable Revolving Loans.

(b) Mandatory Prepayments. If at any time the Aggregate Revolving Credit Outstandings exceed the Commitment then in effect, the Borrower shall prepay Revolving Loans (and, if the aggregate principal amount of all Revolving Loans has been reduced to zero and the Aggregate Revolving Credit Outstandings still exceed the Commitment, cash collateralize L/C Exposure) within one (1) Business Day after the Borrower becomes aware (or is notified by the Administrative Agent) of such excess, in an aggregate amount sufficient to reduce the Aggregate Revolving Credit Outstandings to an amount not greater than the Commitment.

Section 2.05 — Reduction and Termination of Commitments

(a) Voluntary Reduction. The Borrower may, upon at least five (5) Business Days' prior written notice to the Administrative Agent, permanently reduce the Commitment in whole or in part. Each partial reduction of the Commitment shall be in a minimum aggregate amount of $1,000,000 (or integral multiples of $500,000 in excess thereof). Any such reduction shall be irrevocable and, if the Commitment is reduced to an amount less than the Aggregate Revolving Credit Outstandings, shall be accompanied by a prepayment of Revolving Loans and/or cash collateralization of L/C Exposure sufficient to eliminate any such excess.

(b) Voluntary Termination. The Borrower may terminate the Commitment in its entirety upon at least five (5) Business Days' prior written notice to the Administrative Agent, which termination shall be accompanied by the prepayment in full of all outstanding Revolving Loans, cash collateralization of all L/C Exposure, and payment of all accrued and unpaid interest, fees, and other amounts payable hereunder.

Section 2.06 — Repayment of Revolving Loans

The Borrower shall repay to the Lender the entire outstanding principal balance of all Revolving Loans on the Maturity Date, together with all accrued and unpaid interest thereon. Interest on Revolving Loans shall be payable on each Interest Payment Date as specified in Section 2.07. The Borrower may reborrow Revolving Loans that have been repaid or prepaid, subject to the terms and conditions of this Article II.

Section 2.07 — Interest

(a) SOFR Loans. Each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period (which, for the avoidance of doubt, equals Term SOFR plus the SOFR Adjustment of 10 basis points for a one-month Interest Period or 15 basis points for a three-month Interest Period) plus the Applicable Rate of 275 basis points (2.75%) per annum.

(b) Base Rate Loans. Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Rate of 175 basis points (1.75%) per annum.

(c) SOFR Floor. In no event shall the Adjusted Term SOFR used to calculate interest on any SOFR Loan be less than the SOFR Floor of 0.00% per annum.

(d) Interest Payment Dates. Interest on each Revolving Loan shall be due and payable (i) in the case of SOFR Loans with a one-month Interest Period, on the last Business Day of each calendar month, (ii) in the case of SOFR Loans with a three-month Interest Period, on the last day of each Interest Period (and, if such Interest Period exceeds three months, at three-month intervals from and after the first day of such Interest Period), (iii) in the case of Base Rate Loans, on the last Business Day of each calendar quarter, (iv) on the date of any prepayment or repayment of such Revolving Loan, and (v) on the Maturity Date (each such date, an "Interest Payment Date").

(e) Default Rate. Upon the occurrence and during the continuance of an Event of Default, all outstanding Obligations shall bear interest at the Default Rate (the otherwise applicable interest rate plus 200 basis points (2.00%) per annum). In the case of an Event of Default arising under Section 8.01(a) (payment defaults) or Section 8.01(f) (bankruptcy/insolvency), the Default Rate shall apply automatically without any declaration or notice by the Administrative Agent. For all other Events of Default, the Default Rate shall apply upon written notice from the Administrative Agent to the Borrower declaring the applicability of the Default Rate. Interest at the Default Rate shall accrue from the date of such Event of Default (or, in the case of Events of Default other than those specified in Sections 8.01(a) and 8.01(f), from the date of the Administrative Agent's notice) until such Event of Default is cured or waived.

(f) Computation. Interest on all Revolving Loans shall be computed on the basis of a 360-day year and actual days elapsed; provided, that interest on Base Rate Loans computed by reference to the Administrative Agent's prime rate shall be computed on the basis of a 365-day year (or 366-day year, as applicable) and actual days elapsed. Interest shall accrue on each Revolving Loan from and including the date of borrowing to but excluding the date of repayment.

Section 2.08 — Fees

(a) Upfront Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, an upfront fee of $150,000 (calculated as 0.50% of the Commitment of $30,000,000), which fee shall be earned in full and payable on the Closing Date. The Upfront Fee, once paid, shall be non-refundable under any circumstances.

(b) Unused Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, an unused commitment fee at the rate of 0.30% (30 basis points) per annum on the daily average undrawn portion of the Commitment (calculated as the Commitment minus the Aggregate Revolving Credit Outstandings for each day during the applicable quarter). The unused commitment fee shall accrue from and including the Closing Date and shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing June 30, 2023, and on the Maturity Date and any earlier date on which the Commitment is terminated. The unused commitment fee shall be computed on the basis of a 360-day year and actual days elapsed.

(c) L/C Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, a letter of credit fee at the rate of 275 basis points (2.75%) per annum on the daily average aggregate stated amount of all outstanding Letters of Credit, payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the issuance of the first Letter of Credit, and on the Maturity Date and any earlier date on which the Commitment is terminated. In addition, the Borrower shall pay to Ridgeline National Bank, National Association, as issuing bank, a fronting fee at the rate of 12.5 basis points (0.125%) per annum on the daily average aggregate stated amount of all outstanding Letters of Credit, payable quarterly in arrears on each date on which the L/C fee is payable. Such fronting fee shall be for the sole account of the issuing bank and shall not be shared with any other Lender.

(d) Agency Fee. The Borrower shall pay to the Administrative Agent an agency fee of $35,000 per annum, payable on each anniversary of the Closing Date during the term of this Credit Agreement, with the first payment due on March 9, 2024. The agency fee shall be for the sole account of the Administrative Agent in its capacity as such and shall not be shared with any Lender.

(e) Non-Refundability. All fees described in this Section 2.08, once earned and paid, shall be fully earned, non-refundable, and not subject to counterclaim, set-off, or reduction for any reason whatsoever.

Section 2.09 — Computation of Interest and Fees

Except as otherwise expressly provided herein, all computations of interest and fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest or fees being paid than if computed on the basis of a 365-day year); provided, that computations of interest on Base Rate Loans computed by reference to the Administrative Agent's prime rate shall be made on the basis of a 365-day year (or 366-day year, as the case may be) and actual days elapsed. Interest and fees shall accrue from and including the first day of the applicable period to but excluding the last day of such period.

Section 2.10 — Evidence of Indebtedness

(a) Register. The Administrative Agent shall maintain at its office a register (the "Register") in which the Administrative Agent shall record the principal amount of each Revolving Loan made by the Lender, each repayment or prepayment of principal, each payment of interest, each Letter of Credit issued and each drawing thereunder, the type and Interest Period of each Revolving Loan, and the applicable interest rate for each Interest Period. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement.

(b) Notes. The Revolving Loans shall be evidenced by one or more accounts or records maintained by the Administrative Agent in the ordinary course of business. The Lender may request that Revolving Loans made by it be evidenced by a Note substantially in the form of Exhibit E; in such event, the Borrower shall prepare, execute, and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment.

Section 2.11 — Payments Generally

(a) Manner of Payment. All payments to be made by the Borrower hereunder or under any other Loan Document shall be made in lawful money of the United States of America, in immediately available funds, without set-off, counterclaim, or deduction of any kind, to the Administrative Agent at the account of the Administrative Agent at Ridgeline National Bank, National Association (or such other account as the Administrative Agent may designate in writing to the Borrower) not later than 2:00 p.m. (New York City time) on the date when due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any day shall be deemed received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue.

(b) Business Days. If any payment hereunder becomes due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day, and such extension of time shall be taken into account in computing interest and fees.

(c) Application of Payments. Unless otherwise directed by the Administrative Agent, all payments received by the Administrative Agent on account of the Obligations shall be applied: first, to the payment of any fees and expenses then due and payable to the Administrative Agent (including fees of counsel); second, to the payment of accrued and unpaid interest on the Revolving Loans; and third, to the payment of principal of the Revolving Loans. In the event of any mandatory prepayment resulting from the Aggregate Revolving Credit Outstandings exceeding the Commitment, amounts shall be applied first to Base Rate Loans and then to SOFR Loans.

(d) Set-Off. In addition to any rights and remedies of the Lender provided by law, upon the occurrence and during the continuance of an Event of Default, the Lender is authorized at any time and from time to time, without prior notice to the Borrower (any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any other obligations at any time owing by, the Lender to or for the credit or account of the Borrower against any and all of the Obligations of the Borrower hereunder.

Section 2.12 — Taxes

(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation of the Borrower shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.12) the Administrative Agent or the Lender, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes. The Borrower shall timely pay to the relevant Governmental Authority, in accordance with applicable law, any present or future stamp, court, documentary, intangible, recording, filing, or similar Taxes that arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement, or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

(c) Indemnification. The Borrower shall indemnify the Administrative Agent and the Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Administrative Agent or the Lender on or with respect to any payment by or on account of any Obligation of the Borrower (including Indemnified Taxes imposed or asserted on or attributable to a

REVOLVING CREDIT AGREEMENT
$30,000,000
dated as of March 9, 2023
among
LUMOS ANALYTICS INC., a Delaware corporation, as Borrower,
and
RIDGELINE NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Lender
EXECUTION VERSION
This REVOLVING CREDIT AGREEMENT (this "Credit Agreement") is entered into as of March 9, 2023 (the "Closing Date"), by and among LUMOS ANALYTICS INC., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and RIDGELINE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States ("Ridgeline"), in its capacities as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and lender (in such capacity, together with its successors and assigns, the "Lender").
RECITALS
WHEREAS, the Borrower is a provider of cloud-based analytics software and related services and has requested that the Lender provide a revolving credit facility in an aggregate principal amount of up to $30,000,000 to finance general corporate purposes, including working capital, permitted acquisitions, and capital expenditures;
WHEREAS, the Lender is willing to make such revolving credit facility available to the Borrower, subject to and upon the terms and conditions set forth herein;
WHEREAS, to secure the Borrower's obligations hereunder, the Borrower has agreed to grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of its assets, as more fully described in the Security Agreement and the IP Security Agreement; and
WHEREAS, the parties hereto desire to set forth the terms and conditions upon which such revolving credit facility shall be made available.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Credit Agreement, the following terms shall have the meanings set forth below:
"Accordion Commitment" means incremental revolving commitments obtained pursuant to Section 2.15 in an aggregate principal amount of up to $15,000,000, for a potential total revolving commitment of $45,000,000 (being the sum of the initial Commitment of $30,000,000 and the maximum Accordion Commitment of $15,000,000), subject in all respects to the terms and conditions set forth in Section 2.15.
"Adjusted Term SOFR" means, for any Interest Period, an interest rate per annum equal to the sum of (a) Term SOFR for such Interest Period plus (b) the SOFR Adjustment applicable to such Interest Period; provided, that if the Adjusted Term SOFR as so determined would be less than the SOFR Floor, then the Adjusted Term SOFR shall be deemed to be the SOFR Floor for purposes of this Credit Agreement. For the avoidance of doubt, the SOFR Adjustment applicable to a one-month Interest Period is 0.10% (10 basis points) and the SOFR Adjustment applicable to a three-month Interest Period is 0.15% (15 basis points).
"Administrative Agent" means Ridgeline National Bank, National Association, with its principal office for purposes of this Credit Agreement at 600 Lexington Avenue, 22nd Floor, New York, NY 10022, in its capacity as administrative agent for the Lender under this Credit Agreement and the other Loan Documents, together with its successors and assigns in such capacity, or any successor administrative agent appointed in accordance with Section 9.07.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative meanings of "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, more than 50% of the voting equity interests of such other Person.
"Agency Fee" means a fee of $35,000 per annum, payable to the Administrative Agent on each anniversary of the Closing Date during the term of this Credit Agreement, as more fully described in Section 2.08(d).
"Aggregate Revolving Credit Outstandings" means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans at such time plus (b) the aggregate amount of all L/C Exposure at such time.
"Annualized Recurring Revenue" or "ARR" means, for any date of determination, the annualized value of all recurring subscription revenue of the Borrower under binding customer contracts in effect as of such date, calculated in accordance with the methodology set forth in Schedule 1.01(a). For the avoidance of doubt, ARR shall exclude (i) one-time implementation fees, (ii) professional services revenue, (iii) usage-based overages that are not committed or contractually guaranteed, and (iv) any other non-recurring revenue items. ARR shall be calculated net of any customer churn occurring on or prior to such date of determination and shall include expansion revenue from existing customers to the extent reflected in binding contractual commitments.
"Applicable Rate" means 275 basis points (2.75%) per annum with respect to SOFR Loans and 175 basis points (1.75%) per annum with respect to Base Rate Loans.
"Austin Office" means the Borrower's satellite office located at 7600 North Lamar Boulevard, Suite 220, Austin, TX 78752.
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus 0.50%, (b) the Administrative Agent's prime rate as in effect on such day, and (c) the Adjusted Term SOFR for a one-month Interest Period as in effect on such day plus 1.00%; provided, that in no event shall the Base Rate be less than 0.00% per annum. Any change in the Base Rate due to a change in the Administrative Agent's prime rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change.
"Borrower" means Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware, with its principal place of business at 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110, Employer Identification Number 82-4917356, Delaware Secretary of State File Number 6284501.
"Borrowing Request" means a written request by the Borrower for a Revolving Loan, substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent (including any electronic form transmitted via the Administrative Agent's online banking portal), duly completed and signed by an authorized officer of the Borrower.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or San Jose, California are required or authorized by law or executive order to be closed; provided, that when used in connection with a SOFR Loan or any other matter relating to Term SOFR or SOFR, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Expenditures" means, for any period, expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made by the Borrower that, in conformity with GAAP, are required to be classified as capital expenditures in the Borrower's financial statements, but excluding expenditures made in connection with the replacement, substitution, or restoration of assets to the extent financed by insurance proceeds, condemnation awards, or other similar recoveries. Capital Expenditures shall be subject to an annual limit of $5,000,000 per Fiscal Year as set forth in Section 6.06, with up to 25% of any unused amount from the prior Fiscal Year (not to exceed $1,250,000) permitted to be carried forward and utilized in the immediately succeeding Fiscal Year.
"Change of Control" means the occurrence of any of the following: (a) Verdant Capital Partners Fund III, L.P. and its Affiliates ceasing to hold, directly or indirectly, at least 25% of the Equity Interests (on a fully diluted basis) of the Borrower, or (b) any Person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Verdant Capital Partners Fund III, L.P. and its Affiliates, acquiring, directly or indirectly, more than 50% of the Equity Interests (on a fully diluted basis) of the Borrower, or (c) any change in the composition of the board of directors of the Borrower such that individuals who were members of the board of directors on the Closing Date (together with any new directors whose appointment or nomination was approved by a majority of the directors then still in office who either were directors on the Closing Date or whose appointment or nomination was so approved) cease to constitute a majority of the board of directors then in office.
"Closing Date" means March 9, 2023.
"Collateral" means all property and assets of the Borrower, whether now owned or hereafter acquired, subject to the Lien created by the Security Documents, as more fully described in the Security Agreement, including all accounts, chattel paper, commercial tort claims (to the extent identified and pledged pursuant to the Security Agreement), deposit accounts, equipment, fixtures, general intangibles, goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof; provided, that the Collateral shall not include Excluded Property.
"Collateral Agent" means Ridgeline National Bank, National Association, in its capacity as collateral agent under the Security Documents for the benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Commitment" means $30,000,000, as such amount may be increased pursuant to Section 2.15 or reduced or terminated pursuant to Section 2.05. As of the Closing Date, the entire Commitment is held by Ridgeline National Bank, National Association.
"Compliance Certificate" means a certificate substantially in the form of Exhibit B, duly completed and signed by the Chief Financial Officer of the Borrower.
"Credit Agreement" means this Revolving Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would (if not cured or waived) constitute an Event of Default.
"Default Rate" means an interest rate per annum equal to the otherwise applicable interest rate for the relevant Obligation plus 200 basis points (2.00%) per annum.
"Deposit Account Control Agreement" or "DACA" means a deposit account control agreement, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, entered into among the Borrower, the Collateral Agent, and the applicable depository bank with respect to a deposit account of the Borrower maintained at such depository bank, pursuant to which the Collateral Agent obtains "control" (within the meaning of Section 9-104 of the UCC) over such deposit account.
"Equity Interests" means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in such Person, and all warrants, options, or other rights to acquire any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"Event of Default" has the meaning set forth in Section 8.01.
"Excluded Accounts" means any deposit account of the Borrower holding no more than $250,000 individually at any time.
"Excluded Property" means (a) any intent-to-use trademark application filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) prior to the filing and acceptance of a statement of use or amendment to allege use with respect thereto, solely to the extent that the grant of a security interest therein prior to such filing and acceptance would impair the validity or enforceability of such trademark application under applicable federal law, (b) certain immaterial foreign intellectual property that is not registered or applied for in the United States, and (c) Excluded Accounts.
"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that if the Federal Funds Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Credit Agreement.
"Fiscal Year" means the fiscal year of the Borrower ending on December 31 of each calendar year.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a consistent basis, subject to Section 1.03.
"Governmental Authority" means the government of the United States of America or any other nation, or any political subdivision thereof, whether state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, arbitrator, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra-national body such as the European Union or the European Central Bank).
"Guarantor" means (a) as of the Closing Date, none (the Borrower having no Subsidiaries as of the Closing Date), and (b) any Domestic Subsidiary of the Borrower that is at any time required to become a guarantor of the Obligations pursuant to Section 5.11.
"Indebtedness" means, with respect to any Person at any date of determination (without duplication), (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations issued or assumed as the deferred purchase price of property or services (other than trade payables incurred in the ordinary course), (e) all obligations under Capital Lease Obligations, (f) all guarantees of Indebtedness of any other Person, and (g) all Indebtedness of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness has been assumed by such Person.
"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or continued as, or converted into, a SOFR Loan, and ending on the numerically corresponding day in the calendar month that is one (1) month or three (3) months thereafter (in each case, as selected by the Borrower in the applicable Borrowing Request); provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"IP Security Agreement" means that certain intellectual Property Security Agreement dated as of March 9, 2023, executed by the Borrower in favor of the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.
"L/C Commitment" means $5,000,000, being the aggregate sub-limit within the Commitment for Letters of Credit.
"L/C Exposure" means, at any time, the sum of (a) the aggregate undrawn stated amount of all outstanding Letters of Credit at such time, plus (b) the aggregate unreimbursed amount of all drawings under Letters of Credit that have not yet been reimbursed by the Borrower at such time.
"Lender" means Ridgeline National Bank, National Association, and any assignee or participant thereof that becomes a party to this Credit Agreement, in its capacity as a lender hereunder.
"Letter of Credit" means any standby letter of credit issued by Ridgeline National Bank, National Association (or any successor issuing bank) for the account of the Borrower pursuant to Section 2.03.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Liquidity" means, at any date of determination, the sum of (a) unrestricted cash and cash equivalents of the Borrower on deposit in accounts subject to a DACA or an Excluded Account, plus (b) the undrawn and available portion of the Commitment (i.e., the Commitment minus the Aggregate Revolving Credit Outstandings at such time), in each case determined as of such date.
"Loan Documents" means this Credit Agreement, the Security Agreement, the IP Security Agreement, the Perfection Certificate, each Deposit Account Control Agreement, each Compliance Certificate, each Borrowing Request, each Note (if any), and any other agreement, instrument, or document delivered by the Borrower pursuant to or in connection with this Credit Agreement or any of the foregoing, in each case, as amended, restated, supplemented, or otherwise modified from time to time.
"Material Adverse Effect" means any event, circumstance, development, change, or effect that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, financial condition, assets, or liabilities of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lender under any Loan Document.
"Maturity Date" means March 9, 2026; provided, that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"Minimum ARR Amount" means the applicable minimum Annualized Recurring Revenue amount for each Testing Period as set forth in Section 7.02 and Schedule 7.02.
"Minimum Liquidity" means $8,000,000.
"Net Revenue Retention" means, for any measurement period, the dollar-based net revenue retention rate determined in accordance with the Borrower's customary methodology, calculated by comparing the recurring subscription revenue from a cohort of customers as of the beginning of such measurement period to the recurring subscription revenue from the same cohort of customers as of the end of such measurement period, including the effects of expansion, contraction, and churn, but excluding revenue from new customers acquired during such measurement period.
"Note" means a promissory note made by the Borrower in favor of the Lender, if requested by the Lender pursuant to Section 2.10, substantially in the form of Exhibit E.
"Obligations" means all amounts, debts, liabilities, and obligations (whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising) of the Borrower arising under or in connection with any Loan Document, including all principal, interest (including interest accruing at the Default Rate and interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, charges, expenses, attorneys' fees, indemnification obligations, and all other amounts payable by the Borrower under or in connection with any Loan Document.
"Perfection Certificate" means that certain Perfection Certificate dated as of March 9, 2023, delivered by the Borrower pursuant to the Security Agreement, as updated, amended, or supplemented from time to time.
"Permitted Acquisition" means any acquisition that satisfies all of the conditions set forth in Section 6.04.
"Permitted Indebtedness" means Indebtedness permitted to be incurred, assumed, or outstanding pursuant to Section 6.01.
"Permitted Liens" means Liens permitted to exist pursuant to Section 6.02.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Post-Closing Items" means the items to be delivered after the Closing Date as described in Section 3.03.
"Qualified ECP Guarantor" means, at any time with respect to any swap obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of a security interest becomes effective with respect to such swap obligation, or such other Person that constitutes an "eligible contract participant" under the Commodity Exchange Act and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
"Required Lenders" means, at any time, Lenders holding in the aggregate more than 50% of the Commitment (or, if the Commitment has been terminated, Lenders holding in the aggregate more than 50% of the Aggregate Revolving Credit Outstandings). As of the Closing Date, Ridgeline National Bank, National Association is the sole Lender and constitutes the Required Lenders.
"Restricted Payment" means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interests of the Borrower (other than dividends payable solely in Equity Interests of the same class), (b) any redemption, retirement, purchase, or other acquisition for value, direct or indirect, of any Equity Interests of the Borrower, and (c) any payment or prepayment of principal of, premium (if any) on, or interest on, or redemption, purchase, retirement, defeasance, sinking fund, or similar payment with respect to, any subordinated Indebtedness.
"Revolving Loan" means each loan made by the Lender to the Borrower pursuant to Section 2.01 and Article II.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lender, and each other holder of Obligations.
"Security Agreement" means that certain Security Agreement dated as of March 9, 2023, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.
"Security Documents" means the Security Agreement, the IP Security Agreement, each Deposit Account Control Agreement, and each other security agreement, pledge agreement, or similar instrument delivered by the Borrower from time to time pursuant to this Credit Agreement or any other Loan Document to secure the Obligations.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator) and published on the Federal Reserve Bank of New York's Website.
"SOFR Adjustment" means (a) 0.10% (10 basis points) per annum for a one-month Interest Period, and (b) 0.15% (15 basis points) per annum for a three-month Interest Period.
"SOFR Floor" means 0.00% per annum.
"SOFR Loan" means any Revolving Loan bearing interest at the Adjusted Term SOFR plus the Applicable Rate, as described in Section 2.07(a).
"Springing Covenant Trigger Date" means any date on which the Aggregate Revolving Credit Outstandings exceed 35% of the Commitment then in effect. As of the Closing Date, based on a Commitment of $30,000,000, the Springing Covenant Trigger Date threshold is $10,500,000 in Aggregate Revolving Credit Outstandings.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, association, joint venture, or other business entity of which (a) more than 50% of the outstanding voting Equity Interests are at the time owned or controlled, directly or indirectly, by such parent or by one or more Subsidiaries of such parent, or (b) such parent or one or more Subsidiaries of such parent is the general partner or managing member. The Borrower has no Subsidiaries as of the Closing Date.
"Tax Distribution" means distributions by the Borrower to holders of its Equity Interests in an amount not to exceed the product of (a) the applicable combined federal, state, and local income tax rate (assumed to be the highest marginal tax rate applicable to an individual or corporate taxpayer, whichever is higher, and taking into account the character of the applicable income) and (b) the taxable income (or items of taxable income) of the Borrower allocated to such equity holder for the applicable tax period.
"Term SOFR" means the forward-looking term rate based on SOFR as published by CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent) for the applicable Interest Period (one-month or three-month, as elected by the Borrower). If such rate is not published for any reason on any Business Day, Term SOFR for such day shall be determined by the Administrative Agent in its reasonable discretion.
"Testing Period" means each fiscal quarter-end of the Borrower (i.e., each March 31, June 30, September 30, and December 31).
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such other state.
"Unfunded Fee" means 0.30% (30 basis points) per annum, being the unused commitment fee rate described in Section 2.08(b).
"Upfront Fee" means $150,000, being the product of the Commitment of $30,000,000 multiplied by 0.50%, payable on the Closing Date as described in Section 2.08(a).
"Verdant" means Verdant Capital Partners Fund III, L.P., a Delaware limited partnership.
Section 1.02 — Other Interpretive Provisions
For purposes of this Credit Agreement, the following rules of interpretation shall apply:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Credit Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Credit Agreement, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) The table of contents and article and section headings herein are for convenience of reference only, are not part of this Credit Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Credit Agreement.
(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."
Section 1.03 — Accounting Terms and GAAP
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to the following: if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (a "frozen GAAP election").
Section 1.04 — Rounding
Any financial ratios and calculations required by this Credit Agreement shall be calculated to the nearest one-hundredth (e.g., 1.00:1.00), with any figure of 0.005 or above being rounded up and any figure below 0.005 being rounded down.
Section 1.05 — References to Agreements, Laws, Etc.
Unless otherwise specifically provided herein, (a) any reference to any law, statute, regulation, or rule shall be deemed also to refer to all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule, and (b) any reference to any agreement or instrument shall be deemed to include such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein).
Section 1.06 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).
Section 1.07 — Letter of Credit Amounts
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount to which the stated amount of such Letter of Credit may be increased pursuant to such automatic increase provisions.
Section 1.08 — SOFR Benchmark Replacement
(a) Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided, that if the Administrative Agent determines that a Benchmark Replacement cannot be selected prior to the applicable Benchmark Replacement Date, then a Benchmark Replacement based on the applicable fallback waterfall shall apply.
(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement or any other Loan Document.
(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lender of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to this Section. Any determination, decision, or election that may be made by the Administrative Agent pursuant to this Section, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Credit Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section.
(d) Benchmark Replacement Waterfall. For purposes of this Section, the following definitions shall apply:
(i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (1) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (2) the related Benchmark Replacement Adjustment; or (B) the sum of (1) the alternate rate of interest that has been selected by the Administrative Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for dollar-denominated syndicated or bilateral credit facilities at such time and (2) the related Benchmark Replacement Adjustment.
(ii) "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement.
(iii) "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement.
(iv) "Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (A) in the case of a public statement or publication of information referenced in clause (b) or (c) of the definition of "Benchmark Transition Event," the later of (1) the date of the public statement or publication of information referenced therein and (2) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark; or (B) the date determined by the Administrative Agent.
(v) "Benchmark Transition Event" means the occurrence of one or more of the following events: (a) a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark permanently or indefinitely; (b) a public statement or publication of information by the regulatory supervisor for the administrator of the then-current Benchmark, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, stating that the administrator of such Benchmark has ceased or will cease to provide all Available Tenors of such Benchmark permanently or indefinitely; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of the then-current Benchmark announcing that all Available Tenors of such Benchmark are no longer representative.
(vi) "Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or, in each case, any successor thereto.
ARTICLE II — THE REVOLVING CREDIT FACILITY
Section 2.01 — Revolving Commitments
Subject to the terms and conditions set forth herein, the Lender agrees to make Revolving Loans to the Borrower from time to time during the period from and including the Closing Date to but excluding the Maturity Date in an aggregate principal amount that will not result in the Aggregate Revolving Credit Outstandings exceeding the Commitment at any time. Within the limits of the Commitment and subject to the terms and conditions hereof, the Borrower may borrow, prepay, and reborrow Revolving Loans. Each Revolving Loan shall be in a minimum aggregate principal amount of $500,000 (or integral multiples of $100,000 in excess thereof) or, if less, the remaining available amount of the Commitment. The Commitment of the Lender as of the Closing Date is $30,000,000. The obligation of the Lender to make Revolving Loans shall terminate on the Maturity Date.
Section 2.02 — Borrowing Procedures
(a) Borrowing Request. Each borrowing of Revolving Loans shall be made upon the Borrower's delivery to the Administrative Agent of a duly completed Borrowing Request substantially in the form of Exhibit A (or such other form approved by the Administrative Agent). Each such Borrowing Request shall be irrevocable and shall specify (i) the aggregate principal amount of the Revolving Loans to be borrowed, (ii) whether such Revolving Loans are to be SOFR Loans or Base Rate Loans, (iii) in the case of SOFR Loans, the Interest Period applicable thereto (one-month or three-month), (iv) the requested funding date, and (v) the wire transfer instructions for disbursement of the proceeds of such Revolving Loans.
(b) Notice Timing. With respect to SOFR Loans, the Borrower shall deliver the Borrowing Request to the Administrative Agent by no later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the requested borrowing date. With respect to Base Rate Loans, the Borrower shall deliver the Borrowing Request to the Administrative Agent by no later than 1:00 p.m. (New York City time) on the date of the requested borrowing (i.e., same-day funding for Base Rate Loans).
(c) Deemed Representations. Each delivery of a Borrowing Request shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing Request and as of the requested funding date, (i) the conditions precedent set forth in Section 3.02 have been satisfied, (ii) no Default or Event of Default exists or would result from the requested borrowing, and (iii) all representations and warranties contained in Article IV are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).
(d) Funding. Upon satisfaction of the applicable conditions set forth herein, the Lender shall make each Revolving Loan available to the Borrower by wire transfer of immediately available funds to the account specified in the applicable Borrowing Request not later than 3:00 p.m. (New York City time) on the requested funding date.
Section 2.03 — Letters of Credit
(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of standby Letters of Credit for its account from time to time during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date. Ridgeline National Bank, National Association shall serve as the issuing bank with respect to all Letters of Credit. The aggregate undrawn stated amount of all outstanding Letters of Credit at any time shall not exceed the L/C Commitment of $5,000,000. The issuance of any Letter of Credit shall not cause the Aggregate Revolving Credit Outstandings to exceed the Commitment.
(b) Request for Issuance. The Borrower shall make each request for the issuance of a Letter of Credit by delivering to the Administrative Agent a completed letter of credit application and such other documents and information as the issuing bank may reasonably require, not less than five (5) Business Days prior to the requested date of issuance (or such shorter period as the Administrative Agent may agree in its sole discretion).
(c) Expiration. No Letter of Credit shall have an expiry date later than the earlier of (i) the date that is one (1) year after the date of issuance of such Letter of Credit (or, in the case of any Letter of Credit containing an auto-renewal provision, one year from the then-current expiry date) and (ii) the date that is five (5) Business Days prior to the Maturity Date.
(d) Auto-Renewal. If a Letter of Credit contains a provision for automatic renewal, the issuing bank shall be permitted to allow such automatic renewal unless (i) the issuing bank has received written notice from the Administrative Agent or the Borrower at least thirty (30) days prior to the applicable auto-renewal date directing the issuing bank not to permit such renewal, or (ii) a Default or Event of Default exists at the time of such renewal.
(e) Reimbursement. The Borrower hereby unconditionally and irrevocably agrees to reimburse the issuing bank for each drawing under any Letter of Credit on or before the Business Day immediately following the date on which the Borrower receives notice from the issuing bank of such drawing. If the Borrower fails to reimburse the issuing bank for any such drawing on or before such date, such unreimbursed amount shall be deemed to be a Revolving Loan (a Base Rate Loan) made on such date.
(f) Reduction of Availability. The L/C Exposure at any time shall reduce the availability under the Commitment for the making of Revolving Loans on a dollar-for-dollar basis.
Section 2.04 — Prepayments
(a) Voluntary Prepayments. The Borrower may prepay any outstanding Revolving Loan, in whole or in part, at any time without premium or penalty (subject to Section 2.14 with respect to breakage costs for SOFR Loans), upon delivery to the Administrative Agent of a written notice specifying the date and amount of such prepayment and, in the case of SOFR Loans, at least three (3) Business Days prior to the date of prepayment, and in the case of Base Rate Loans, on the same day as the date of prepayment. Each partial prepayment shall be in a minimum aggregate principal amount of $1,000,000 (or integral multiples of $500,000 in excess thereof) or the entire outstanding principal balance of the applicable Revolving Loans.
(b) Mandatory Prepayments. If at any time the Aggregate Revolving Credit Outstandings exceed the Commitment then in effect, the Borrower shall prepay Revolving Loans (and, if the aggregate principal amount of all Revolving Loans has been reduced to zero and the Aggregate Revolving Credit Outstandings still exceed the Commitment, cash collateralize L/C Exposure) within one (1) Business Day after the Borrower becomes aware (or is notified by the Administrative Agent) of such excess, in an aggregate amount sufficient to reduce the Aggregate Revolving Credit Outstandings to an amount not greater than the Commitment.
Section 2.05 — Reduction and Termination of Commitments
(a) Voluntary Reduction. The Borrower may, upon at least five (5) Business Days' prior written notice to the Administrative Agent, permanently reduce the Commitment in whole or in part. Each partial reduction of the Commitment shall be in a minimum aggregate amount of $1,000,000 (or integral multiples of $500,000 in excess thereof). Any such reduction shall be irrevocable and, if the Commitment is reduced to an amount less than the Aggregate Revolving Credit Outstandings, shall be accompanied by a prepayment of Revolving Loans and/or cash collateralization of L/C Exposure sufficient to eliminate any such excess.
(b) Voluntary Termination. The Borrower may terminate the Commitment in its entirety upon at least five (5) Business Days' prior written notice to the Administrative Agent, which termination shall be accompanied by the prepayment in full of all outstanding Revolving Loans, cash collateralization of all L/C Exposure, and payment of all accrued and unpaid interest, fees, and other amounts payable hereunder.
(c) Automatic Termination. The Commitment shall automatically terminate on the Maturity Date.
Section 2.06 — Repayment of Revolving Loans
The Borrower shall repay to the Lender the entire outstanding principal balance of all Revolving Loans on the Maturity Date, together with all accrued and unpaid interest thereon. Interest on Revolving Loans shall be payable on each Interest Payment Date as specified in Section 2.07. The Borrower may reborrow Revolving Loans that have been repaid or prepaid, subject to the terms and conditions of this Article II.
Section 2.07 — Interest
(a) SOFR Loans. Each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period (which, for the avoidance of doubt, equals Term SOFR plus the SOFR Adjustment of 10 basis points for a one-month Interest Period or 15 basis points for a three-month Interest Period) plus the Applicable Rate of 275 basis points (2.75%) per annum.
(b) Base Rate Loans. Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus the Applicable Rate of 175 basis points (1.75%) per annum.
(c) SOFR Floor. In no event shall the Adjusted Term SOFR used to calculate interest on any SOFR Loan be less than the SOFR Floor of 0.00% per annum.
(d) Interest Payment Dates. Interest on each Revolving Loan shall be due and payable (i) in the case of SOFR Loans with a one-month Interest Period, on the last Business Day of each calendar month, (ii) in the case of SOFR Loans with a three-month Interest Period, on the last day of each Interest Period (and, if such Interest Period exceeds three months, at three-month intervals from and after the first day of such Interest Period), (iii) in the case of Base Rate Loans, on the last Business Day of each calendar quarter, (iv) on the date of any prepayment or repayment of such Revolving Loan, and (v) on the Maturity Date (each such date, an "Interest Payment Date").
(e) Default Rate. Upon the occurrence and during the continuance of an Event of Default, all outstanding Obligations shall bear interest at the Default Rate (the otherwise applicable interest rate plus 200 basis points (2.00%) per annum). In the case of an Event of Default arising under Section 8.01(a) (payment defaults) or Section 8.01(f) (bankruptcy/insolvency), the Default Rate shall apply automatically without any declaration or notice by the Administrative Agent. For all other Events of Default, the Default Rate shall apply upon written notice from the Administrative Agent to the Borrower declaring the applicability of the Default Rate. Interest at the Default Rate shall accrue from the date of such Event of Default (or, in the case of Events of Default other than those specified in Sections 8.01(a) and 8.01(f), from the date of the Administrative Agent's notice) until such Event of Default is cured or waived.
(f) Computation. Interest on all Revolving Loans shall be computed on the basis of a 360-day year and actual days elapsed; provided, that interest on Base Rate Loans computed by reference to the Administrative Agent's prime rate shall be computed on the basis of a 365-day year (or 366-day year, as applicable) and actual days elapsed. Interest shall accrue on each Revolving Loan from and including the date of borrowing to but excluding the date of repayment.
Section 2.08 — Fees
(a) Upfront Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, an upfront fee of $150,000 (calculated as 0.50% of the Commitment of $30,000,000), which fee shall be earned in full and payable on the Closing Date. The Upfront Fee, once paid, shall be non-refundable under any circumstances.
(b) Unused Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, an unused commitment fee at the rate of 0.30% (30 basis points) per annum on the daily average undrawn portion of the Commitment (calculated as the Commitment minus the Aggregate Revolving Credit Outstandings for each day during the applicable quarter). The unused commitment fee shall accrue from and including the Closing Date and shall be payable quarterly in arrears on the last Business Day of each calendar quarter, commencing June 30, 2023, and on the Maturity Date and any earlier date on which the Commitment is terminated. The unused commitment fee shall be computed on the basis of a 360-day year and actual days elapsed.
(c) L/C Fee. The Borrower shall pay to the Administrative Agent, for the account of the Lender, a letter of credit fee at the rate of 275 basis points (2.75%) per annum on the daily average aggregate stated amount of all outstanding Letters of Credit, payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the issuance of the first Letter of Credit, and on the Maturity Date and any earlier date on which the Commitment is terminated. In addition, the Borrower shall pay to Ridgeline National Bank, National Association, as issuing bank, a fronting fee at the rate of 12.5 basis points (0.125%) per annum on the daily average aggregate stated amount of all outstanding Letters of Credit, payable quarterly in arrears on each date on which the L/C fee is payable. Such fronting fee shall be for the sole account of the issuing bank and shall not be shared with any other Lender.
(d) Agency Fee. The Borrower shall pay to the Administrative Agent an agency fee of $35,000 per annum, payable on each anniversary of the Closing Date during the term of this Credit Agreement, with the first payment due on March 9, 2024. The agency fee shall be for the sole account of the Administrative Agent in its capacity as such and shall not be shared with any Lender.
(e) Non-Refundability. All fees described in this Section 2.08, once earned and paid, shall be fully earned, non-refundable, and not subject to counterclaim, set-off, or reduction for any reason whatsoever.
Section 2.09 — Computation of Interest and Fees
Except as otherwise expressly provided herein, all computations of interest and fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest or fees being paid than if computed on the basis of a 365-day year); provided, that computations of interest on Base Rate Loans computed by reference to the Administrative Agent's prime rate shall be made on the basis of a 365-day year (or 366-day year, as the case may be) and actual days elapsed. Interest and fees shall accrue from and including the first day of the applicable period to but excluding the last day of such period.
Section 2.10 — Evidence of Indebtedness
(a) Register. The Administrative Agent shall maintain at its office a register (the "Register") in which the Administrative Agent shall record the principal amount of each Revolving Loan made by the Lender, each repayment or prepayment of principal, each payment of interest, each Letter of Credit issued and each drawing thereunder, the type and Interest Period of each Revolving Loan, and the applicable interest rate for each Interest Period. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement.
(b) Notes. The Revolving Loans shall be evidenced by one or more accounts or records maintained by the Administrative Agent in the ordinary course of business. The Lender may request that Revolving Loans made by it be evidenced by a Note substantially in the form of Exhibit E; in such event, the Borrower shall prepare, execute, and deliver to such Lender a Note payable to such Lender in a principal amount up to the Commitment.
Section 2.11 — Payments Generally
(a) Manner of Payment. All payments to be made by the Borrower hereunder or under any other Loan Document shall be made in lawful money of the United States of America, in immediately available funds, without set-off, counterclaim, or deduction of any kind, to the Administrative Agent at the account of the Administrative Agent at Ridgeline National Bank, National Association (or such other account as the Administrative Agent may designate in writing to the Borrower) not later than 2:00 p.m. (New York City time) on the date when due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any day shall be deemed received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue.
(b) Business Days. If any payment hereunder becomes due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day, and such extension of time shall be taken into account in computing interest and fees.
(c) Application of Payments. Unless otherwise directed by the Administrative Agent, all payments received by the Administrative Agent on account of the Obligations shall be applied: first, to the payment of any fees and expenses then due and payable to the Administrative Agent (including fees of counsel); second, to the payment of accrued and unpaid interest on the Revolving Loans; and third, to the payment of principal of the Revolving Loans. In the event of any mandatory prepayment resulting from the Aggregate Revolving Credit Outstandings exceeding the Commitment, amounts shall be applied first to Base Rate Loans and then to SOFR Loans.
(d) Set-Off. In addition to any rights and remedies of the Lender provided by law, upon the occurrence and during the continuance of an Event of Default, the Lender is authorized at any time and from time to time, without prior notice to the Borrower (any such notice being expressly waived by the Borrower to the fullest extent permitted by applicable law), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any other obligations at any time owing by, the Lender to or for the credit or account of the Borrower against any and all of the Obligations of the Borrower hereunder.
Section 2.12 — Taxes
(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation of the Borrower shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.12) the Administrative Agent or the Lender, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b) Payment of Other Taxes. The Borrower shall timely pay to the relevant Governmental Authority, in accordance with applicable law, any present or future stamp, court, documentary, intangible, recording, filing, or similar Taxes that arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement, or registration of, or from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.
(c) Indemnification. The Borrower shall indemnify the Administrative Agent and the Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Administrative Agent or the Lender on or with respect to any payment by or on account of any Obligation of the Borrower (including Indemnified Taxes imposed or asserted on or attributable to a

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