1008-00001 · Lumos Analytics Inc · Transaction Documents

form-of-borrowing-request.docx DOCUMENT Finance & Banking

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EXHIBIT B

FORM OF BORROWING REQUEST

(also referred to as "Loan Notice" or "Drawdown Notice")

Pursuant to that certain Revolving Credit Agreement dated as of March 14, 2025 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), Collateral Agent, and the Lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders").

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. All section references herein are to sections of the Credit Agreement unless otherwise specified.

Section 1. Introductory Paragraph

This Borrowing Request (this "Request") is being delivered by the Borrower to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement.

To:

Ridgeline National Bank, National Association 600 Lexington Avenue, 22nd Floor New York, New York 10022

Attention: Syndicated Loan Operations — Credit Administration

The undersigned, being a duly authorized Responsible Officer of the Borrower, hereby requests that the Lenders make a Revolving Loan to the Borrower under the Credit Agreement and, in connection with such request, provides the following information and certifications to the Administrative Agent and each Lender for purposes of the Credit Agreement and the other Loan Documents. The Borrower acknowledges that this Request, once delivered to the Administrative Agent in accordance with the terms of the Credit Agreement, shall be irrevocable and binding upon the Borrower in all respects.

Section 2. Borrowing Details

The Borrower hereby requests that the following Revolving Loan be made available on the terms set forth below:

2.1 Aggregate Principal Amount of Requested Borrowing

Requested Amount: $______

Instructional Note: The aggregate principal amount of the requested Borrowing must be in a minimum principal amount of $1,000,000 and in integral multiples of $500,000 in excess thereof (or, if less, the entire remaining available amount of the Total Revolving Commitment then in effect). If the amount requested herein is less than the applicable minimum borrowing amount and does not represent the full remaining available Revolving Commitment, the Administrative Agent shall have no obligation to process this Request and may return the same to the Borrower for correction.

2.2 Date of Proposed Borrowing

Requested Borrowing Date: ____, 20__

Instructional Note: The requested date of Borrowing must be a Business Day. If SOFR Loan is elected in Section 2.3 below, the requested borrowing date must be at least three (3) Business Days after the date of this Borrowing Request, in accordance with Section 2.03(a) of the Credit Agreement. If Base Rate Loan is elected in Section 2.3 below, the requested borrowing date may be the same Business Day as the date of this Borrowing Request, provided that this Request is received by the Administrative Agent by no later than 1:00 p.m. (New York City time) on such date. If the requested borrowing date is not a Business Day, the Borrowing shall be deemed to have been requested for the next succeeding Business Day.

2.3 Type of Borrowing

Please check one of the following:

SOFR Loan — The requested Borrowing shall bear interest at the Adjusted Term SOFR rate for the applicable Interest Period (as elected in Section 2.4 below), plus the applicable SOFR credit spread adjustment, plus the Applicable Margin of 2.75% per annum, computed on the basis of a year of 360 days for the actual number of days elapsed.

Base Rate Loan — The requested Borrowing shall bear interest at the Base Rate plus the Applicable Margin of 1.75% per annum, computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed. The "Base Rate" is defined in the Credit Agreement as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the United States, and (iii) Adjusted Term SOFR for a one-month Interest Period plus 1.00%.

Instructional Note: The Borrower must select one Type of Borrowing. If no election is made by checking one of the boxes above, or if this section is left blank, the requested Borrowing shall be deemed to be a Base Rate Loan in accordance with Section 2.03(c) of the Credit Agreement. The Borrower may convert all or a portion of a Borrowing from one Type to another Type in accordance with Section 2.04 of the Credit Agreement by delivering a separate Conversion/Continuation Notice to the Administrative Agent.

2.4 Interest Period (Applicable to SOFR Loans Only)

If SOFR Loan is selected in Section 2.3 above, please check one of the following:

One (1) month Interest Period

Three (3) months Interest Period

Instructional Note: If SOFR Loan is selected in Section 2.3 above and no Interest Period is specified by checking one of the boxes in this Section 2.4, the Interest Period shall be deemed to be one (1) month in accordance with Section 2.03(d) of the Credit Agreement. The applicable SOFR credit spread adjustment (the "CSA") shall be 0.10% for a one-month Interest Period or 0.15% for a three-month Interest Period, in each case added to the CME Term SOFR rate for the corresponding tenor prior to the application of the Applicable Margin. The benchmark rate utilized for purposes of determining the interest rate applicable to each SOFR Loan shall be CME Term SOFR (as published by the CME Group Benchmark Administration Limited or a successor administrator) for the tenor corresponding to the Interest Period elected (or deemed elected) by the Borrower. No Interest Period may extend beyond the scheduled Maturity Date of the Revolving Facility. If any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding Business Day (unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day).

2.5 Disbursement Instructions

The Borrower requests that the proceeds of the requested Borrowing be disbursed by wire transfer of immediately available funds to the following account:

Instructional Note: If no disbursement instructions are provided in this Section 2.5, or if this section is left blank, funds shall be credited to the deposit account of the Borrower most recently designated by the Borrower in writing to the Administrative Agent in accordance with Section 2.03(e) of the Credit Agreement. The Borrower acknowledges that the Administrative Agent and the Lenders shall be entitled to rely on the disbursement instructions set forth above without independent verification, and neither the Administrative Agent nor any Lender shall have any liability for any loss arising from acting in good faith upon such instructions. Wire transfers are subject to the Administrative Agent's customary processing procedures and cut-off times.

Section 3. Certifications and Representations

In connection with this Request, the undersigned, acting in his or her capacity as a duly authorized Responsible Officer of the Borrower (and not in any individual capacity), hereby certifies and represents to the Administrative Agent and each Lender, on behalf of the Borrower, as follows:

3.1 Conditions Precedent Satisfied

All conditions precedent to the making of the requested Borrowing as set forth in Article IV of the Credit Agreement (including, without limitation, Section 4.01 (to the extent applicable to the initial Borrowing) and Section 4.02 (with respect to each Borrowing)) have been satisfied as of the date hereof and will continue to be satisfied as of the date of the proposed Borrowing, both immediately before and immediately after giving effect to the requested Borrowing and the application of the proceeds thereof. Without limiting the generality of the foregoing, the Borrower has delivered, or caused to be delivered, to the Administrative Agent all documents, instruments, opinions, certificates, and other items required to be delivered as conditions precedent to the requested Borrowing under the Credit Agreement.

3.2 No Default or Event of Default

As of the date hereof and after giving pro forma effect to the requested Borrowing and the application of the proceeds thereof (including, without limitation, any prepayment or repayment of other Indebtedness, any Permitted Acquisition to be consummated with such proceeds, or any capital expenditure to be funded therefrom), no Default or Event of Default (as each such term is defined in Article VII of the Credit Agreement) has occurred and is continuing, or would result from the making of the requested Borrowing or the application of the proceeds thereof. The Borrower is in compliance with all financial covenants set forth in Section 6.12 of the Credit Agreement, calculated on a pro forma basis after giving effect to the requested Borrowing, and no event, condition, or circumstance has occurred that would, with the giving of notice, the passage of time, or both, constitute a Default or Event of Default under the Credit Agreement or any other Loan Document.

3.3 Representations and Warranties

As of the date hereof and after giving effect to the requested Borrowing and the application of the proceeds thereof, all representations and warranties of the Borrower and each other Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document to which the Borrower or any such Loan Party is a party are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by "materiality," "Material Adverse Effect," or similar language, true and correct in all respects) on and as of the date hereof and on and as of the date of the proposed Borrowing with the same force and effect as though made on and as of such dates, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. Without limiting the foregoing, the Borrower hereby reaffirms, as of the date hereof and as of the date of the proposed Borrowing, its representations and warranties with respect to (a) its corporate existence, good standing, and organizational power and authority, (b) the due authorization, execution, and enforceability of the Loan Documents, (c) the absence of any material litigation, investigation, or proceeding not previously disclosed in writing to the Administrative Agent, (d) the accuracy of its financial statements most recently delivered to the Administrative Agent, (e) its compliance with all applicable laws, regulations, and orders, and (f) the absence of any Material Adverse Effect since the Closing Date.

3.4 Permitted Use of Proceeds

The proceeds of the requested Borrowing shall be used solely for purposes permitted under Section 5.08 of the Credit Agreement, including general corporate purposes, working capital needs, funding of Permitted Acquisitions, and capital expenditures, in each case in accordance with the terms and conditions of the Credit Agreement and not in contravention of any applicable law, regulation, or order. Without limiting the foregoing, no portion of the proceeds of the requested Borrowing will be used, directly or indirectly, (a) to purchase or carry Margin Stock (within the meaning of Regulations T, U, and X of the Board of Governors of the Federal Reserve System) in violation of Regulation U, (b) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Country, (c) in any manner that would violate any applicable Anti-Corruption Laws (including the Foreign Corrupt Practices Act of 1977, as amended), or (d) for any other purpose not expressly permitted under the Credit Agreement.

3.5 Revolving Commitment Availability

After giving effect to the requested Borrowing on the proposed Borrowing date, the aggregate outstanding principal amount of all Revolving Loans (including the Borrowing requested hereby), together with the aggregate undrawn stated amount of all outstanding Letters of Credit and all unreimbursed L/C Disbursements, does not and will not exceed the Total Revolving Commitment as in effect on such date. As of the date hereof, the Total Revolving Commitment is $30,000,000 (or such greater amount as may then be in effect if incremental revolving commitments have been established pursuant to Section 2.14 of the Credit Agreement). The Borrower has confirmed that, after giving effect to the requested Borrowing, remaining availability under the Revolving Facility shall be no less than $0. The Borrower acknowledges that, to the extent the requested Borrowing would cause the aggregate outstanding Revolving Exposure to exceed the Total Revolving Commitment, the Administrative Agent shall have no obligation to fund, and the Lenders shall have no obligation to make, the requested Borrowing.

Section 4. Delivery Requirements and Notice Provisions

The Borrower acknowledges and agrees that this Borrowing Request, once delivered to the Administrative Agent in accordance with the terms and provisions of the Credit Agreement, shall constitute an irrevocable request and commitment by the Borrower to borrow the Revolving Loan in the aggregate principal amount and on the terms specified herein. The Borrower shall not be entitled to revoke, rescind, or modify this Request after its delivery to the Administrative Agent except with the prior written consent of the Administrative Agent and each affected Lender.

This Request must be delivered to the Administrative Agent in accordance with the following timing requirements:

(a) For SOFR Loans: This Borrowing Request must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the requested date of Borrowing specified in Section 2.2 above.

(b) For Base Rate Loans: This Borrowing Request must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested date of Borrowing specified in Section 2.2 above.

Failure to deliver this Request within the applicable time periods set forth above may result in the delay or inability to fund the requested Borrowing on the date requested. The Administrative Agent shall not be obligated to process any Borrowing Request received after the applicable deadline, and any such late request shall be deemed to have been received on the next succeeding Business Day.

This Request shall be delivered to the Administrative Agent at the following address:

Ridgeline National Bank, National Association 600 Lexington Avenue, 22nd Floor New York, New York 10022

Attention: Syndicated Loan Operations — Credit Administration

Email: loanops@ridgelinenational.com

With a copy (which shall not constitute notice) to:

Attention: Portfolio Management Group

Email: portfoliomgmt@ridgelinenational.com

Delivery of this Request may be made by hand delivery, nationally recognized overnight courier, facsimile transmission, or electronic mail (in PDF or similar format), in each case in accordance with Section 9.01 of the Credit Agreement. Delivery by electronic mail to the email address(es) specified above shall be deemed effective upon transmission, provided that such electronic transmission is followed by delivery of a hard copy original to the Administrative Agent by no later than three (3) Business Days after such electronic transmission.

Section 5. Miscellaneous

This Request shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). This Request may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Request by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

The delivery of this Request shall not be construed to create any obligation on the part of the Administrative Agent or any Lender to fund any Borrowing if any condition precedent set forth in the Credit Agreement has not been satisfied or waived, or if any Default or Event of Default has occurred and is continuing, in each case as of the proposed date of Borrowing.

[Remainder of this page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO BORROWING REQUEST

IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request as of the date set forth below.

LUMOS ANALYTICS INC.

By: ________

Name: ________

Title: ________

Date: ____, 20__

Form Note: This Borrowing Request constitutes Exhibit B to the Revolving Credit Agreement dated as of March 14, 2025, among Lumos Analytics Inc., as Borrower, Ridgeline National Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. This Borrowing Request should be completed in its entirety and delivered to the Administrative Agent in accordance with the notice and delivery provisions of Section 2.03 and Section 9.01 of the Credit Agreement. All blank fields must be completed prior to delivery. The Borrower is advised to consult with counsel prior to submitting this Request to ensure compliance with all terms and conditions of the Credit Agreement. Questions regarding completion or delivery of this form should be directed to the Administrative Agent's Syndicated Loan Operations group at the contact information set forth in Section 4 above.

Field	Details
Bank Name:	________
Bank Address:	________
ABA/Routing Number:	________
Account Name:	________
Account Number:	________
Reference:	________

EXHIBIT B
FORM OF BORROWING REQUEST
(also referred to as "Loan Notice" or "Drawdown Notice")
Pursuant to that certain Revolving Credit Agreement dated as of March 14, 2025 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), Collateral Agent, and the Lenders from time to time party thereto (each, a "Lender" and collectively, the "Lenders").
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. All section references herein are to sections of the Credit Agreement unless otherwise specified.
Section 1. Introductory Paragraph
This Borrowing Request (this "Request") is being delivered by the Borrower to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement.
To:
Ridgeline National Bank, National Association 600 Lexington Avenue, 22nd Floor New York, New York 10022
Attention: Syndicated Loan Operations — Credit Administration
The undersigned, being a duly authorized Responsible Officer of the Borrower, hereby requests that the Lenders make a Revolving Loan to the Borrower under the Credit Agreement and, in connection with such request, provides the following information and certifications to the Administrative Agent and each Lender for purposes of the Credit Agreement and the other Loan Documents. The Borrower acknowledges that this Request, once delivered to the Administrative Agent in accordance with the terms of the Credit Agreement, shall be irrevocable and binding upon the Borrower in all respects.
Section 2. Borrowing Details
The Borrower hereby requests that the following Revolving Loan be made available on the terms set forth below:
2.1 Aggregate Principal Amount of Requested Borrowing
Requested Amount: $______
Instructional Note: The aggregate principal amount of the requested Borrowing must be in a minimum principal amount of $1,000,000 and in integral multiples of $500,000 in excess thereof (or, if less, the entire remaining available amount of the Total Revolving Commitment then in effect). If the amount requested herein is less than the applicable minimum borrowing amount and does not represent the full remaining available Revolving Commitment, the Administrative Agent shall have no obligation to process this Request and may return the same to the Borrower for correction.
2.2 Date of Proposed Borrowing
Requested Borrowing Date: ____, 20__
Instructional Note: The requested date of Borrowing must be a Business Day. If SOFR Loan is elected in Section 2.3 below, the requested borrowing date must be at least three (3) Business Days after the date of this Borrowing Request, in accordance with Section 2.03(a) of the Credit Agreement. If Base Rate Loan is elected in Section 2.3 below, the requested borrowing date may be the same Business Day as the date of this Borrowing Request, provided that this Request is received by the Administrative Agent by no later than 1:00 p.m. (New York City time) on such date. If the requested borrowing date is not a Business Day, the Borrowing shall be deemed to have been requested for the next succeeding Business Day.
2.3 Type of Borrowing
Please check one of the following:
SOFR Loan — The requested Borrowing shall bear interest at the Adjusted Term SOFR rate for the applicable Interest Period (as elected in Section 2.4 below), plus the applicable SOFR credit spread adjustment, plus the Applicable Margin of 2.75% per annum, computed on the basis of a year of 360 days for the actual number of days elapsed.
Base Rate Loan — The requested Borrowing shall bear interest at the Base Rate plus the Applicable Margin of 1.75% per annum, computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed. The "Base Rate" is defined in the Credit Agreement as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate" in the United States, and (iii) Adjusted Term SOFR for a one-month Interest Period plus 1.00%.
Instructional Note: The Borrower must select one Type of Borrowing. If no election is made by checking one of the boxes above, or if this section is left blank, the requested Borrowing shall be deemed to be a Base Rate Loan in accordance with Section 2.03(c) of the Credit Agreement. The Borrower may convert all or a portion of a Borrowing from one Type to another Type in accordance with Section 2.04 of the Credit Agreement by delivering a separate Conversion/Continuation Notice to the Administrative Agent.
2.4 Interest Period (Applicable to SOFR Loans Only)
If SOFR Loan is selected in Section 2.3 above, please check one of the following:
One (1) month Interest Period
Three (3) months Interest Period
Instructional Note: If SOFR Loan is selected in Section 2.3 above and no Interest Period is specified by checking one of the boxes in this Section 2.4, the Interest Period shall be deemed to be one (1) month in accordance with Section 2.03(d) of the Credit Agreement. The applicable SOFR credit spread adjustment (the "CSA") shall be 0.10% for a one-month Interest Period or 0.15% for a three-month Interest Period, in each case added to the CME Term SOFR rate for the corresponding tenor prior to the application of the Applicable Margin. The benchmark rate utilized for purposes of determining the interest rate applicable to each SOFR Loan shall be CME Term SOFR (as published by the CME Group Benchmark Administration Limited or a successor administrator) for the tenor corresponding to the Interest Period elected (or deemed elected) by the Borrower. No Interest Period may extend beyond the scheduled Maturity Date of the Revolving Facility. If any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding Business Day (unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day).
2.5 Disbursement Instructions
The Borrower requests that the proceeds of the requested Borrowing be disbursed by wire transfer of immediately available funds to the following account:
Instructional Note: If no disbursement instructions are provided in this Section 2.5, or if this section is left blank, funds shall be credited to the deposit account of the Borrower most recently designated by the Borrower in writing to the Administrative Agent in accordance with Section 2.03(e) of the Credit Agreement. The Borrower acknowledges that the Administrative Agent and the Lenders shall be entitled to rely on the disbursement instructions set forth above without independent verification, and neither the Administrative Agent nor any Lender shall have any liability for any loss arising from acting in good faith upon such instructions. Wire transfers are subject to the Administrative Agent's customary processing procedures and cut-off times.
Section 3. Certifications and Representations
In connection with this Request, the undersigned, acting in his or her capacity as a duly authorized Responsible Officer of the Borrower (and not in any individual capacity), hereby certifies and represents to the Administrative Agent and each Lender, on behalf of the Borrower, as follows:
3.1 Conditions Precedent Satisfied
All conditions precedent to the making of the requested Borrowing as set forth in Article IV of the Credit Agreement (including, without limitation, Section 4.01 (to the extent applicable to the initial Borrowing) and Section 4.02 (with respect to each Borrowing)) have been satisfied as of the date hereof and will continue to be satisfied as of the date of the proposed Borrowing, both immediately before and immediately after giving effect to the requested Borrowing and the application of the proceeds thereof. Without limiting the generality of the foregoing, the Borrower has delivered, or caused to be delivered, to the Administrative Agent all documents, instruments, opinions, certificates, and other items required to be delivered as conditions precedent to the requested Borrowing under the Credit Agreement.
3.2 No Default or Event of Default
As of the date hereof and after giving pro forma effect to the requested Borrowing and the application of the proceeds thereof (including, without limitation, any prepayment or repayment of other Indebtedness, any Permitted Acquisition to be consummated with such proceeds, or any capital expenditure to be funded therefrom), no Default or Event of Default (as each such term is defined in Article VII of the Credit Agreement) has occurred and is continuing, or would result from the making of the requested Borrowing or the application of the proceeds thereof. The Borrower is in compliance with all financial covenants set forth in Section 6.12 of the Credit Agreement, calculated on a pro forma basis after giving effect to the requested Borrowing, and no event, condition, or circumstance has occurred that would, with the giving of notice, the passage of time, or both, constitute a Default or Event of Default under the Credit Agreement or any other Loan Document.
3.3 Representations and Warranties
As of the date hereof and after giving effect to the requested Borrowing and the application of the proceeds thereof, all representations and warranties of the Borrower and each other Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document to which the Borrower or any such Loan Party is a party are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by "materiality," "Material Adverse Effect," or similar language, true and correct in all respects) on and as of the date hereof and on and as of the date of the proposed Borrowing with the same force and effect as though made on and as of such dates, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. Without limiting the foregoing, the Borrower hereby reaffirms, as of the date hereof and as of the date of the proposed Borrowing, its representations and warranties with respect to (a) its corporate existence, good standing, and organizational power and authority, (b) the due authorization, execution, and enforceability of the Loan Documents, (c) the absence of any material litigation, investigation, or proceeding not previously disclosed in writing to the Administrative Agent, (d) the accuracy of its financial statements most recently delivered to the Administrative Agent, (e) its compliance with all applicable laws, regulations, and orders, and (f) the absence of any Material Adverse Effect since the Closing Date.
3.4 Permitted Use of Proceeds
The proceeds of the requested Borrowing shall be used solely for purposes permitted under Section 5.08 of the Credit Agreement, including general corporate purposes, working capital needs, funding of Permitted Acquisitions, and capital expenditures, in each case in accordance with the terms and conditions of the Credit Agreement and not in contravention of any applicable law, regulation, or order. Without limiting the foregoing, no portion of the proceeds of the requested Borrowing will be used, directly or indirectly, (a) to purchase or carry Margin Stock (within the meaning of Regulations T, U, and X of the Board of Governors of the Federal Reserve System) in violation of Regulation U, (b) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Country, (c) in any manner that would violate any applicable Anti-Corruption Laws (including the Foreign Corrupt Practices Act of 1977, as amended), or (d) for any other purpose not expressly permitted under the Credit Agreement.
3.5 Revolving Commitment Availability
After giving effect to the requested Borrowing on the proposed Borrowing date, the aggregate outstanding principal amount of all Revolving Loans (including the Borrowing requested hereby), together with the aggregate undrawn stated amount of all outstanding Letters of Credit and all unreimbursed L/C Disbursements, does not and will not exceed the Total Revolving Commitment as in effect on such date. As of the date hereof, the Total Revolving Commitment is $30,000,000 (or such greater amount as may then be in effect if incremental revolving commitments have been established pursuant to Section 2.14 of the Credit Agreement). The Borrower has confirmed that, after giving effect to the requested Borrowing, remaining availability under the Revolving Facility shall be no less than $0. The Borrower acknowledges that, to the extent the requested Borrowing would cause the aggregate outstanding Revolving Exposure to exceed the Total Revolving Commitment, the Administrative Agent shall have no obligation to fund, and the Lenders shall have no obligation to make, the requested Borrowing.
Section 4. Delivery Requirements and Notice Provisions
The Borrower acknowledges and agrees that this Borrowing Request, once delivered to the Administrative Agent in accordance with the terms and provisions of the Credit Agreement, shall constitute an irrevocable request and commitment by the Borrower to borrow the Revolving Loan in the aggregate principal amount and on the terms specified herein. The Borrower shall not be entitled to revoke, rescind, or modify this Request after its delivery to the Administrative Agent except with the prior written consent of the Administrative Agent and each affected Lender.
This Request must be delivered to the Administrative Agent in accordance with the following timing requirements:
(a) For SOFR Loans: This Borrowing Request must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the requested date of Borrowing specified in Section 2.2 above.
(b) For Base Rate Loans: This Borrowing Request must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested date of Borrowing specified in Section 2.2 above.
Failure to deliver this Request within the applicable time periods set forth above may result in the delay or inability to fund the requested Borrowing on the date requested. The Administrative Agent shall not be obligated to process any Borrowing Request received after the applicable deadline, and any such late request shall be deemed to have been received on the next succeeding Business Day.
This Request shall be delivered to the Administrative Agent at the following address:
Ridgeline National Bank, National Association 600 Lexington Avenue, 22nd Floor New York, New York 10022
Attention: Syndicated Loan Operations — Credit Administration
Email: loanops@ridgelinenational.com
With a copy (which shall not constitute notice) to:
Attention: Portfolio Management Group
Email: portfoliomgmt@ridgelinenational.com
Delivery of this Request may be made by hand delivery, nationally recognized overnight courier, facsimile transmission, or electronic mail (in PDF or similar format), in each case in accordance with Section 9.01 of the Credit Agreement. Delivery by electronic mail to the email address(es) specified above shall be deemed effective upon transmission, provided that such electronic transmission is followed by delivery of a hard copy original to the Administrative Agent by no later than three (3) Business Days after such electronic transmission.
Section 5. Miscellaneous
This Request shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). This Request may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Request by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.
The delivery of this Request shall not be construed to create any obligation on the part of the Administrative Agent or any Lender to fund any Borrowing if any condition precedent set forth in the Credit Agreement has not been satisfied or waived, or if any Default or Event of Default has occurred and is continuing, in each case as of the proposed date of Borrowing.
[Remainder of this page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO BORROWING REQUEST
IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request as of the date set forth below.
LUMOS ANALYTICS INC.
By: ________
Name: ________
Title: ________
Date: ____, 20__
Form Note: This Borrowing Request constitutes Exhibit B to the Revolving Credit Agreement dated as of March 14, 2025, among Lumos Analytics Inc., as Borrower, Ridgeline National Bank, National Association, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. This Borrowing Request should be completed in its entirety and delivered to the Administrative Agent in accordance with the notice and delivery provisions of Section 2.03 and Section 9.01 of the Credit Agreement. All blank fields must be completed prior to delivery. The Borrower is advised to consult with counsel prior to submitting this Request to ensure compliance with all terms and conditions of the Credit Agreement. Questions regarding completion or delivery of this form should be directed to the Administrative Agent's Syndicated Loan Operations group at the contact information set forth in Section 4 above.
Field | Details
Bank Name: | ________
Bank Address: | ________
ABA/Routing Number: | ________
Account Name: | ________
Account Number: | ________
Reference: | ________

EXHIBIT B

FORM OF BORROWING REQUEST

SIGNATURE PAGE TO BORROWING REQUEST

LUMOS ANALYTICS INC.

Record

Parties

Dates

Amounts