1008-00001 · Lumos Analytics Inc · Transaction Documents

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PERFECTION CERTIFICATE

Dated as of March 9, 2023

This Perfection Certificate (this "Certificate") is delivered pursuant to Section 4.01(c) of the Security Agreement dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by Lumos Analytics Inc., a Delaware corporation (the "Grantor"), in favor of Ridgeline National Bank, National Association, in its capacity as Collateral Agent (in such capacity, together with its successors and assigns, the "Collateral Agent") for the benefit of the Secured Parties.

Reference is made to that certain Revolving Credit Agreement dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., as Borrower, the lenders from time to time party thereto (each a "Lender" and, collectively, the "Lenders"), and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement.

The undersigned, Catherine Lindgren, Chief Financial Officer of the Grantor, hereby certifies to the Collateral Agent, on behalf of the Grantor, that the information set forth in this Certificate and in each of the Schedules attached hereto is true, correct, and complete in all respects as of the date hereof. The Grantor acknowledges that the Collateral Agent and the Secured Parties are relying on the accuracy and completeness of this Certificate and the information contained herein in connection with the perfection of the security interests granted under the Security Agreement and the other Loan Documents. All references to the Uniform Commercial Code (the "UCC") herein are to the Uniform Commercial Code as in effect in the applicable jurisdiction.

SECTION 1: EXACT LEGAL NAME AND ORGANIZATIONAL INFORMATION

1(a) Exact Legal Name

The exact legal name of the Grantor, as such name appears on its Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on August 14, 2017, and as reflected in the records of the Delaware Division of Corporations, is:

Lumos Analytics Inc.

The foregoing legal name is the name in which a UCC financing statement must be filed in order to perfect a security interest in the personal property of the Grantor by filing in accordance with Section 9-503(a) of the UCC as in effect in the State of Delaware. The Grantor confirms that there is no discrepancy between the legal name set forth above and the name appearing on the Grantor's currently effective Certificate of Incorporation on file with the Secretary of State of the State of Delaware.

1(b) Type of Organization

The Grantor is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware.

1(c) Jurisdiction of Organization

The Grantor is organized under the laws of the State of Delaware. The Grantor's file number assigned by the Delaware Secretary of State, Division of Corporations, is:

Delaware Entity File Number: 6284501

As a registered organization organized under the laws of the State of Delaware, the Grantor's "location" for purposes of Section 9-307(e) of the UCC is the State of Delaware, and the law of the State of Delaware governs perfection of a security interest in the Grantor's personal property by filing.

1(d) Federal Taxpayer Identification Number

The Grantor's Federal Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is:

EIN: 82-4917356

1(e) Organizational Identification Number

The Grantor's organizational identification number, as assigned by the Delaware Secretary of State, Division of Corporations, is:

Delaware Secretary of State Entity File Number: 6284501

The Grantor has no other organizational identification number issued by any other jurisdiction.

1(f) Prior Names, Trade Names, and Other Names

The Grantor has not, at any time during the five (5) years preceding the date hereof, been known by, used, or conducted business under any legal name other than "Lumos Analytics Inc." The Grantor has not filed any amendment to its Certificate of Incorporation changing its legal name during such period.

The Grantor is sometimes referred to informally in commercial usage and marketing materials as "Lumos" or "Lumos AI." However, no formal assumed name or "doing business as" (d/b/a) filing has been made with the Secretary of State of Delaware, the Secretary of State of California, or the authorities of any other jurisdiction with respect to either "Lumos" or "Lumos AI" or any other trade name. The Grantor does not conduct business under any fictitious business name or assumed name for which a filing has been made with any governmental authority.

The Grantor has not, at any time during the five (5) years preceding the date hereof, changed its name by amendment to its Certificate of Incorporation, merged with or into any other entity, been the surviving or resulting entity of any merger or consolidation, or acquired all or substantially all of the assets of any other person or entity.

1(g) Prior Organizational Changes

The Grantor has not, at any time during the five (5) years preceding the date hereof, undergone any of the following organizational changes:

(i) any merger, consolidation, or other corporate reorganization, whether as the surviving or disappearing entity;

(ii) any change in its jurisdiction of organization from the State of Delaware to any other jurisdiction;

(iii) any conversion from one form of legal entity to another (e.g., from a limited liability company to a corporation, or vice versa); or

(iv) any dissolution, revival, or reinstatement.

The Grantor was originally incorporated in the State of Delaware on August 14, 2017, and has continuously maintained its corporate existence in good standing with the Delaware Secretary of State since that date. No entity conversion of any kind has occurred since the Grantor's formation.

SECTION 2: LOCATIONS

2(a) Chief Executive Office / Principal Place of Business

The Grantor's chief executive office, within the meaning of Section 9-307 of the UCC, and its principal place of business, is located at the following address:

2180 Gateway Boulevard, Suite 400 San Jose, California 95110

The Grantor's chief executive office has been located at the above address continuously since January 2020. All material decisions with respect to the management and operations of the Grantor's business are made at this location. The Grantor's executive officers, including its Chief Executive Officer, Chief Financial Officer, and General Counsel, maintain their principal offices at this location.

2(b) Other Locations Where Tangible Personal Property or Assets Are Maintained

In addition to the chief executive office identified in Section 2(a) above, the Grantor maintains tangible personal property (including equipment such as servers, computer workstations, networking equipment, and office furniture and fixtures) at the following location:

7600 North Lamar Boulevard, Suite 220 Austin, Texas 78752

This location serves as a satellite office for the Grantor's engineering and product development teams. The Grantor occupies the premises pursuant to a commercial lease agreement. Equipment and other tangible personal property of material value are maintained at this location, including development servers, testing infrastructure, employee workstations, and standard office furniture and equipment.

Other than the two locations identified in Sections 2(a) and 2(b) above, the Grantor does not maintain any tangible personal property or assets at any other location, including without limitation any warehouse, storage facility, or premises of any third-party bailee. The Grantor has not delivered any tangible collateral to any third-party bailee, consignee, or warehouseman for storage, processing, or any other purpose.

2(c) Locations of Books and Records

The Grantor's books and records relating to its accounts, chattel paper, documents, instruments, general intangibles, and other assets and obligations are maintained at its chief executive office located at:

2180 Gateway Boulevard, Suite 400 San Jose, California 95110

In addition, certain of the Grantor's financial and accounting records are maintained electronically via cloud-based systems hosted by reputable third-party service providers, with data storage servers located within the United States. The Grantor's primary enterprise resource planning, general ledger, and accounts receivable systems are cloud-hosted, with physical servers located in data centers in Northern Virginia and Oregon. Notwithstanding the foregoing, the Grantor's management and personnel access and manage such electronic records from the chief executive office identified above, and the chief executive office is the location from which such records are controlled and directed.

2(d) Registered Agent

The Grantor's registered agent for service of process in its jurisdiction of organization (the State of Delaware) is:

Capitol Registered Agents LLC 850 New Burton Road, Suite 201 Dover, Delaware 19904

The Grantor's agent for service of process in the State of California, where its chief executive office is located, is:

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

Attention: Marcus Delaney, General Counsel

SECTION 3: SUBSIDIARIES AND AFFILIATES

As of the date hereof, the Grantor does not have any subsidiaries, whether domestic or foreign. The Grantor does not directly or indirectly own any equity interest in, or control, any corporation, limited liability company, partnership, joint venture, or other legal entity.

The Grantor acknowledges and agrees that, pursuant to Section 6.12 of the Credit Agreement, if the Grantor forms, creates, or acquires any domestic subsidiary at any time following the date hereof, such newly formed or acquired domestic subsidiary shall be required to (i) execute and deliver a joinder to the Guaranty Agreement and the Security Agreement, (ii) grant a perfected first-priority security interest in substantially all of its assets in favor of the Collateral Agent for the benefit of the Secured Parties, and (iii) deliver a perfection certificate substantially in the form of this Certificate, together with such other deliverables as the Collateral Agent may reasonably request, in each case within thirty (30) days following the date of such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable discretion).

As of the date hereof, the equity interests of the Grantor are held by the following persons or entities:

The foregoing equity ownership information is provided for informational purposes. The equity interests of the Grantor are included in the collateral under the Security Agreement as "pledged equity," and the stock certificates (or other evidence of such equity interests), together with executed stock powers endorsed in blank, have been delivered to the Collateral Agent on or prior to the date hereof, to the extent applicable and required under the Security Agreement.

SECTION 4: DEPOSIT ACCOUNTS

The following table sets forth a true, correct, and complete list of all deposit accounts maintained by the Grantor as of the date hereof:

The Grantor acknowledges that Deposit Account Control Agreements ("DACAs") in form and substance satisfactory to the Collateral Agent are required to be executed and delivered with respect to each of the above-listed deposit accounts within thirty (30) days following the Closing Date (i.e., on or before April 8, 2023), pursuant to the post-closing obligations set forth in Section 6.14 of the Credit Agreement and Section 5(b) of the Security Agreement. The Grantor shall use commercially reasonable efforts to cause Pacific Horizon Bank to execute and deliver such DACAs within such time period.

Other than the three (3) deposit accounts identified above, the Grantor does not maintain any other deposit accounts at Pacific Horizon Bank or at any other depository institution. The Grantor does not maintain any deposit accounts outside of the United States.

The Grantor does not, as of the date hereof, maintain any securities accounts (as defined in Section 8-501 of the UCC), commodity accounts (as defined in Section 9-102 of the UCC), or securities entitlements (as defined in Section 8-102 of the UCC) with any securities intermediary, commodity intermediary, or other financial institution.

SECTION 5: INTELLECTUAL PROPERTY

5(a) Patents and Patent Applications

A complete list of all patents issued by the United States Patent and Trademark Office ("USPTO") to the Grantor, and all patent applications pending before the USPTO filed by or on behalf of the Grantor, is set forth on Schedule A attached hereto and incorporated herein by reference. Schedule A cross-references and is consistent with Schedule I to that certain intellectual Property Security Agreement dated as of March 9, 2023 (the "IP Security Agreement"), between the Grantor and the Collateral Agent.

As of the date hereof, the Grantor holds three (3) issued United States patents and two (2) pending United States patent applications, each relating to the Grantor's proprietary AI-driven financial analytics and risk-modeling technology. Each such issued patent is valid, subsisting, and in full force and effect, and all maintenance fees and annuity payments due thereon have been timely paid. Each such pending patent application is pending before the USPTO and has not been abandoned, withdrawn, or finally rejected.

The Grantor does not hold any foreign patents or foreign patent applications. The Grantor has not granted any exclusive license with respect to any of its patents or patent applications.

5(b) Trademarks and Trademark Applications

A complete list of all trademarks and service marks registered with the USPTO by the Grantor, and all applications for trademark or service mark registration pending before the USPTO filed by or on behalf of the Grantor, is set forth on Schedule B attached hereto and incorporated herein by reference. Schedule B cross-references and is consistent with Schedule II to the IP Security Agreement.

As of the date hereof, the Grantor holds the following key registered trademarks, among others as detailed on Schedule B:

(i) the "LUMOS ANALYTICS" word mark (U.S. Registration No. 5,893,214);

(ii) the "LUMOS AI" word mark (U.S. Registration No. 6,102,477); and

(iii) associated design marks and logos incorporating the foregoing word marks.

All such registered trademarks are valid, subsisting, and in full force and effect. All required affidavits of use and renewal filings have been timely made with the USPTO. The Grantor is the sole and exclusive owner of each such trademark registration and has not granted any exclusive license with respect thereto.

Note regarding exclusion: To the extent that any trademark application listed on Schedule B is an "intent-to-use" application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)), such intent-to-use application is excluded from the collateral granted under the Security Agreement and the IP Security Agreement to the extent that the grant of a security interest therein would render such application void or invalidate any rights of the Grantor that would otherwise arise thereunder, in accordance with Section 2.02(d) of the Security Agreement. Upon the filing of a statement of use or amendment to allege use with respect to any such intent-to-use application, such application (and any resulting registration) shall automatically become subject to the security interest granted under the Security Agreement and the IP Security Agreement without further action by the Grantor, and the Grantor shall promptly notify the Collateral Agent thereof and execute such additional documents as the Collateral Agent may reasonably request.

5(c) Copyrights and Copyright Applications

A complete list of all copyrights registered with the United States Copyright Office by the Grantor, and all applications for copyright registration pending before the United States Copyright Office filed by or on behalf of the Grantor, is set forth on Schedule C attached hereto and incorporated herein by reference. Schedule C cross-references and is consistent with Schedule III to the IP Security Agreement.

As of the date hereof, the Grantor holds copyright registrations with the United States Copyright Office for certain proprietary software code and related technical documentation associated with the Grantor's analytics platform. All such registrations are valid and in full force and effect, and the Grantor is the sole author and owner of each such registered work.

In addition to the registered copyrights set forth on Schedule C, the Grantor owns unregistered copyrights in a substantial body of software source code, object code, user documentation, training materials, marketing materials, website content, and other works of authorship. Such unregistered copyrights are included in the collateral as "general intangibles" under the Security Agreement and, to the extent registerable, may be registered with the United States Copyright Office from time to time in the ordinary course of the Grantor's business.

5(d) intellectual Property Licenses — Material Inbound Licenses

The Grantor is the licensee under various standard commercial software licenses for development tools, operating systems, cloud infrastructure services, database management software, and similar commercially available technology. None of such inbound licenses are exclusive, and none are material to the Grantor's business in a manner that would restrict the Collateral Agent's ability to exercise remedies with respect to the collateral upon the occurrence of an Event of Default, except to the extent that such licenses contain customary anti-assignment provisions that may limit transferability. The Grantor is not party to any exclusive inbound license of intellectual property that would restrict the Collateral Agent's rights upon enforcement of the security interests granted under the Security Agreement.

5(e) intellectual Property Licenses — Material Outbound Licenses

The Grantor licenses its proprietary software platform to its customers pursuant to standard software-as-a-service ("SaaS") subscription agreements entered into in the ordinary course of business. All such outbound licenses are non-exclusive and grant customers a limited, non-transferable right to access and use the Grantor's hosted platform during the applicable subscription term. The Grantor has not granted any exclusive outbound license of any of its material intellectual property to any third party, and no outbound license agreement grants any customer or other third party any ownership interest in, or exclusive right to, any of the Grantor's intellectual property.

SECTION 6: COMMERCIAL TORT CLAIMS

None. As of the date hereof, the Grantor is not a party to, and has not asserted or threatened, any commercial tort claim (as defined in Section 9-102(a)(13) of the UCC). The Grantor has not filed any lawsuit, arbitration demand, or other proceeding asserting a claim sounding in tort for which the Grantor seeks or has received monetary damages arising out of the Grantor's business or commercial activities.

The Grantor acknowledges and agrees that, pursuant to Section 5.04 of the Security Agreement, if at any time after the date hereof the Grantor shall acquire or become entitled to assert any commercial tort claim having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), the Grantor shall promptly (and in any event within ten (10) business days) notify the Collateral Agent thereof in writing, providing a reasonable description of the claim, and shall execute and deliver such amendments to the Security Agreement or such other documents as the Collateral Agent may reasonably request to grant a perfected first-priority security interest in such commercial tort claim in favor of the Collateral Agent for the benefit of the Secured Parties.

SECTION 7: LETTER OF CREDIT RIGHTS

None. As of the date hereof, the Grantor does not hold any letter of credit rights (as defined in Section 9-102(a)(51) of the UCC), whether as a beneficiary or nominated person under any letter of credit, other than any rights that may arise in favor of the Grantor under the revolving letter of credit sub-facility established pursuant to Section 2.05 of the Credit Agreement. The Grantor has not been named as a beneficiary under any standby letter of credit, commercial letter of credit, or similar instrument issued by any financial institution for the Grantor's benefit.

SECTION 8: MOTOR VEHICLES AND OTHER TITLED GOODS

None. As of the date hereof, the Grantor does not own any motor vehicles, trucks, trailers, aircraft, watercraft, or any other goods that are subject to a certificate of title statute under the laws of any state or other jurisdiction. No certificate of title has been issued by any governmental authority with respect to any goods owned by the Grantor. Accordingly, no notation of the security interest of the Collateral Agent on any certificate of title is required.

SECTION 9: UCC FILING INFORMATION

9(a) Filing Jurisdictions

In accordance with Section 9-301(1) and Section 9-307(e) of the UCC, and because the Grantor is a registered organization organized under the laws of the State of Delaware, the following UCC filing jurisdictions have been identified for the filing of UCC-1 financing statements to perfect the security interest of the Collateral Agent in the personal property collateral of the Grantor:

(i) Primary Filing Jurisdiction: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. This is the jurisdiction of organization of the Grantor and the jurisdiction in which a UCC-1 financing statement must be filed to perfect a security interest in the Grantor's personal property by filing under Section 9-301(1) of the UCC.

(ii) Additional Filing Jurisdiction (belt-and-suspenders): Office of the Secretary of State of the State of California, UCC Division, 1500 11th Street, Sacramento, California 95814. This is the state in which the Grantor's chief executive office and principal place of business is located. A UCC-1 financing statement is being filed in California solely as a precautionary measure; the filing in Delaware constitutes the legally required filing for perfection purposes.

All UCC-1 financing statements in connection with the Credit Agreement and the Security Agreement are being prepared and processed for filing by:

Pinnacle Filing Services, Inc. 1209 Orange Street Wilmington, Delaware 19801

9(b) Existing UCC Filings Against the Grantor

As of the date hereof, based on lien search reports obtained from the Delaware Secretary of State and the California Secretary of State, no UCC financing statements naming the Grantor as debtor are currently of record in either jurisdiction, other than the UCC-1 financing statements being filed concurrently herewith in connection with the Credit Agreement and the Security Agreement. The lien search reports, dated as of March 6, 2023, were obtained from Pinnacle Filing Services, Inc. and confirm that no prior filings exist against the Grantor or any name similar to the Grantor's legal name.

The Grantor confirms that, prior to the date hereof and the transactions contemplated by the Credit Agreement, the Grantor had no outstanding funded indebtedness for borrowed money and had not previously granted any security interest in or lien upon any of its assets or properties to any creditor, lender, or other secured party. The Grantor has not authorized any other person to file a UCC financing statement naming the Grantor as debtor.

9(c) Fixture Filings

No fixture filings are required in connection with the security interests granted under the Security Agreement. The Grantor does not own any real property. The Grantor leases its office spaces at the locations identified in Section 2 above. No fixtures located at such leased premises are of material value, and the Grantor does not believe that any of its tangible personal property has become affixed to the leased premises in a manner that would cause such property to be classified as fixtures under applicable law.

SECTION 10: JUDGMENTS AND LITIGATION

As of the date hereof, there are no outstanding judgments, decrees, or orders of any court, arbitrator, or governmental authority against the Grantor or any of its properties or assets. No judgment liens, attachment liens, or execution liens have been entered, levied, or filed against the Grantor or any of its assets in any jurisdiction.

There is no pending or, to the knowledge of the Grantor, threatened litigation, arbitration, administrative proceeding, or other legal proceeding against the Grantor that would reasonably be expected to result in a judgment lien or other encumbrance on the Grantor's assets.

No tax liens have been filed against the Grantor by the Internal Revenue Service, the California Franchise Tax Board, the Texas Comptroller of Public Accounts, the Delaware Division of Revenue, or any other federal, state, or local taxing authority. The Grantor is current on all federal, state, and local tax obligations and has timely filed all required tax returns.

SECTION 11: GOVERNMENT CONTRACTS

As of the date hereof, the Grantor is not a party to any contract, subcontract, or other agreement with the United States government, any agency or instrumentality thereof, any state government, or any political subdivision thereof, including without limitation any contract subject to the Federal Assignment of Claims Act (31 U.S.C. § 3727) or any similar state statute, that would restrict or prohibit the assignment of receivables, contract rights, or other rights arising thereunder to the Collateral Agent or the Secured Parties. The Grantor does not have any accounts receivable or other rights to payment arising from or relating to any government contract.

SECTION 12: SCHEDULES

The following Schedules are attached hereto and incorporated herein by reference. Each Schedule is true, correct, and complete as of the date hereof.

Schedule A — Patents and Patent Applications

The following table sets forth all United States patents and patent applications owned by the Grantor as of the date hereof. This Schedule A cross-references and is consistent with Schedule I to the intellectual Property Security Agreement dated as of March 9, 2023.

All issued patents listed above are valid, subsisting, and in full force and effect. All maintenance fees due have been timely paid. All pending applications are in good standing before the USPTO and have not been abandoned or finally rejected.

Schedule B — Trademarks and Trademark Applications

The following table sets forth all United States trademarks, service marks, and applications therefor owned by the Grantor as of the date hereof. This Schedule B cross-references and is consistent with Schedule II to the intellectual Property Security Agreement dated as of March 9, 2023.

All registered trademarks listed above are valid, subsisting, and in full force and effect. All required affidavits of use (Section 8 and Section 15 declarations) and renewal filings have been timely made with the USPTO.

Note: The "LUMOS CLARITY" mark (Application No. 97/421,088) is an intent-to-use application filed pursuant to Section 1(b) of the Lanham Act and is excluded from the collateral under Section 2.02(d) of the Security Agreement pending the filing of a statement of use or an amendment to allege use. Upon such filing and acceptance, this mark shall automatically become subject to the security interest granted under the Security Agreement and the IP Security Agreement.

Schedule C — Copyrights and Copyright Registrations

The following table sets forth all copyrights registered with the United States Copyright Office by the Grantor as of the date hereof. This Schedule C cross-references and is consistent with Schedule III to the intellectual Property Security Agreement dated as of March 9, 2023.

All copyright registrations listed above are valid and in full force and effect, and the Grantor is the sole author and owner of each registered work. In addition to the foregoing registered copyrights, the Grantor owns unregistered copyrights in substantial additional works of authorship, including without limitation software source code, object code, APIs, user interface designs, user manuals, training materials, white papers, marketing collateral, and website content, all of which are included in the collateral as general intangibles under the Security Agreement.

Schedule D — Deposit Accounts (Detailed)

The following sets forth detailed information regarding all deposit accounts maintained by the Grantor as of the date hereof. Full account numbers are provided herein under separate confidential cover to the Collateral Agent and are deemed confidential information of the Grantor.

The Grantor confirms that the foregoing deposit accounts constitute all deposit accounts maintained by the Grantor as of the date hereof. Full account numbers have been delivered to the Collateral Agent under separate confidential cover contemporaneously with the delivery of this Certificate. Deposit Account Control Agreements with respect to each of the above accounts are required to be delivered on or before April 8, 2023, pursuant to the post-closing obligations set forth in Section 6.14 of the Credit Agreement.

[Signature Page Follows]

The undersigned hereby certifies that the information set forth in this Perfection Certificate and in each of the Schedules attached hereto is true, correct, and complete in all material respects as of the date first written above. The undersigned acknowledges that the Collateral Agent and the Secured Parties are relying upon the accuracy and completeness of this Certificate in connection with the transactions contemplated by the Credit Agreement, the Security Agreement, and the other Loan Documents.

LUMOS ANALYTICS INC.

By: ________

Name: Catherine Lindgren

Title: Chief Financial Officer

Date: March 9, 2023

Prepared by:

Lisa Morrow Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 555-8200 Facsimile: (415) 555-8201

C&H Matter No. 1008-00001

Delivered pursuant to Section 4.01(c) of the Security Agreement dated as of March 9, 2023, in connection with the closing of the Revolving Credit Agreement dated as of March 9, 2023, among Lumos Analytics Inc., as Borrower, and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and Lender.

Equity Holder	Ownership Percentage
Verdant Capital Partners Fund III, L.P.	38.4%
Northstar Venture Partners II, L.P.	22.1%
Founders and management (collectively)	26.8%
Other institutional and angel investors (collectively)	12.7%
Account Holder	Depository Bank	Branch Address	Account Type	Account Number (Last Four Digits)
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Operating Account	●●3847
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Payroll Account	●●5291
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Reserve Account	●●0764
Patent Title	Patent / Application No.	Issue / Filing Date	Status	USPTO Reg. No.
System and Method for AI-Driven Multi-Factor Risk Scoring in Financial Portfolios	US 10,482,317 B2	Issued: Nov. 19, 2019	Issued	10,482,317
Adaptive Machine Learning Framework for Real-Time Credit Risk Assessment	US 11,094,658 B2	Issued: Aug. 17, 2021	Issued	11,094,658
Neural Network Architecture for Anomaly Detection in Financial Transaction Data Streams	US 11,501,224 B1	Issued: Nov. 15, 2022	Issued	11,501,224
Methods and Apparatus for Predictive Cash Flow Modeling Using Ensemble Deep Learning	US App. No. 17/812,495	Filed: Jul. 13, 2022	Pending	N/A
Explainable AI System for Regulatory Compliance Reporting in Capital Markets	US App. No. 18/056,221	Filed: Nov. 16, 2022	Pending	N/A
Mark	Application / Registration No.	Filing / Registration Date	Status	Class	USPTO Reg. No.
LUMOS ANALYTICS (word mark)	Reg. No. 5,893,214	Registered: Oct. 22, 2019	Registered	42	5,893,214
LUMOS AI (word mark)	Reg. No. 6,102,477	Registered: Jun. 8, 2021	Registered	42	6,102,477
LUMOS ANALYTICS (design mark — stylized "L" with data wave)	Reg. No. 6,214,839	Registered: Nov. 30, 2021	Registered	42	6,214,839
RISKPULSE (word mark)	Reg. No. 6,587,013	Registered: Sep. 6, 2022	Registered	9, 42	6,587,013
LUMOS CLARITY (word mark)	App. No. 97/421,088	Filed: Jun. 28, 2022	Pending (ITU)	42	N/A
Title of Work	Registration No.	Registration Date	Author
Lumos Analytics Platform — Core Engine Software (v.1.0)	TX 8-921-445	Mar. 12, 2019	Lumos Analytics Inc.
Lumos Analytics Platform — Risk Assessment Module Software (v.2.0)	TX 9-104,287	Aug. 5, 2020	Lumos Analytics Inc.
Lumos Analytics Platform — Data Integration Layer Software (v.3.0)	TX 9-378,512	Feb. 18, 2022	Lumos Analytics Inc.

Lumos Analytics — Technical Reference Documentation (2022 Edition)	TX 9-401,688	Apr. 27, 2022	Lumos Analytics Inc.
Account Holder	Depository Bank	Branch Address	Account Type	Full Account Number
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Operating Account	[Provided under separate confidential cover]
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Payroll Account	[Provided under separate confidential cover]
Lumos Analytics Inc.	Pacific Horizon Bank	101 Park Center Plaza, San Jose, CA 95113	Reserve Account	[Provided under separate confidential cover]

PERFECTION CERTIFICATE
Dated as of March 9, 2023
This Perfection Certificate (this "Certificate") is delivered pursuant to Section 4.01(c) of the Security Agreement dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by Lumos Analytics Inc., a Delaware corporation (the "Grantor"), in favor of Ridgeline National Bank, National Association, in its capacity as Collateral Agent (in such capacity, together with its successors and assigns, the "Collateral Agent") for the benefit of the Secured Parties.
Reference is made to that certain Revolving Credit Agreement dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., as Borrower, the lenders from time to time party thereto (each a "Lender" and, collectively, the "Lenders"), and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement.
The undersigned, Catherine Lindgren, Chief Financial Officer of the Grantor, hereby certifies to the Collateral Agent, on behalf of the Grantor, that the information set forth in this Certificate and in each of the Schedules attached hereto is true, correct, and complete in all respects as of the date hereof. The Grantor acknowledges that the Collateral Agent and the Secured Parties are relying on the accuracy and completeness of this Certificate and the information contained herein in connection with the perfection of the security interests granted under the Security Agreement and the other Loan Documents. All references to the Uniform Commercial Code (the "UCC") herein are to the Uniform Commercial Code as in effect in the applicable jurisdiction.
SECTION 1: EXACT LEGAL NAME AND ORGANIZATIONAL INFORMATION
1(a) Exact Legal Name
The exact legal name of the Grantor, as such name appears on its Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on August 14, 2017, and as reflected in the records of the Delaware Division of Corporations, is:
Lumos Analytics Inc.
The foregoing legal name is the name in which a UCC financing statement must be filed in order to perfect a security interest in the personal property of the Grantor by filing in accordance with Section 9-503(a) of the UCC as in effect in the State of Delaware. The Grantor confirms that there is no discrepancy between the legal name set forth above and the name appearing on the Grantor's currently effective Certificate of Incorporation on file with the Secretary of State of the State of Delaware.
1(b) Type of Organization
The Grantor is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware.
1(c) Jurisdiction of Organization
The Grantor is organized under the laws of the State of Delaware. The Grantor's file number assigned by the Delaware Secretary of State, Division of Corporations, is:
Delaware Entity File Number: 6284501
As a registered organization organized under the laws of the State of Delaware, the Grantor's "location" for purposes of Section 9-307(e) of the UCC is the State of Delaware, and the law of the State of Delaware governs perfection of a security interest in the Grantor's personal property by filing.
1(d) Federal Taxpayer Identification Number
The Grantor's Federal Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is:
EIN: 82-4917356
1(e) Organizational Identification Number
The Grantor's organizational identification number, as assigned by the Delaware Secretary of State, Division of Corporations, is:
Delaware Secretary of State Entity File Number: 6284501
The Grantor has no other organizational identification number issued by any other jurisdiction.
1(f) Prior Names, Trade Names, and Other Names
The Grantor has not, at any time during the five (5) years preceding the date hereof, been known by, used, or conducted business under any legal name other than "Lumos Analytics Inc." The Grantor has not filed any amendment to its Certificate of Incorporation changing its legal name during such period.
The Grantor is sometimes referred to informally in commercial usage and marketing materials as "Lumos" or "Lumos AI." However, no formal assumed name or "doing business as" (d/b/a) filing has been made with the Secretary of State of Delaware, the Secretary of State of California, or the authorities of any other jurisdiction with respect to either "Lumos" or "Lumos AI" or any other trade name. The Grantor does not conduct business under any fictitious business name or assumed name for which a filing has been made with any governmental authority.
The Grantor has not, at any time during the five (5) years preceding the date hereof, changed its name by amendment to its Certificate of Incorporation, merged with or into any other entity, been the surviving or resulting entity of any merger or consolidation, or acquired all or substantially all of the assets of any other person or entity.
1(g) Prior Organizational Changes
The Grantor has not, at any time during the five (5) years preceding the date hereof, undergone any of the following organizational changes:
(i) any merger, consolidation, or other corporate reorganization, whether as the surviving or disappearing entity;
(ii) any change in its jurisdiction of organization from the State of Delaware to any other jurisdiction;
(iii) any conversion from one form of legal entity to another (e.g., from a limited liability company to a corporation, or vice versa); or
(iv) any dissolution, revival, or reinstatement.
The Grantor was originally incorporated in the State of Delaware on August 14, 2017, and has continuously maintained its corporate existence in good standing with the Delaware Secretary of State since that date. No entity conversion of any kind has occurred since the Grantor's formation.
SECTION 2: LOCATIONS
2(a) Chief Executive Office / Principal Place of Business
The Grantor's chief executive office, within the meaning of Section 9-307 of the UCC, and its principal place of business, is located at the following address:
2180 Gateway Boulevard, Suite 400 San Jose, California 95110
The Grantor's chief executive office has been located at the above address continuously since January 2020. All material decisions with respect to the management and operations of the Grantor's business are made at this location. The Grantor's executive officers, including its Chief Executive Officer, Chief Financial Officer, and General Counsel, maintain their principal offices at this location.
2(b) Other Locations Where Tangible Personal Property or Assets Are Maintained
In addition to the chief executive office identified in Section 2(a) above, the Grantor maintains tangible personal property (including equipment such as servers, computer workstations, networking equipment, and office furniture and fixtures) at the following location:
7600 North Lamar Boulevard, Suite 220 Austin, Texas 78752
This location serves as a satellite office for the Grantor's engineering and product development teams. The Grantor occupies the premises pursuant to a commercial lease agreement. Equipment and other tangible personal property of material value are maintained at this location, including development servers, testing infrastructure, employee workstations, and standard office furniture and equipment.
Other than the two locations identified in Sections 2(a) and 2(b) above, the Grantor does not maintain any tangible personal property or assets at any other location, including without limitation any warehouse, storage facility, or premises of any third-party bailee. The Grantor has not delivered any tangible collateral to any third-party bailee, consignee, or warehouseman for storage, processing, or any other purpose.
2(c) Locations of Books and Records
The Grantor's books and records relating to its accounts, chattel paper, documents, instruments, general intangibles, and other assets and obligations are maintained at its chief executive office located at:
2180 Gateway Boulevard, Suite 400 San Jose, California 95110
In addition, certain of the Grantor's financial and accounting records are maintained electronically via cloud-based systems hosted by reputable third-party service providers, with data storage servers located within the United States. The Grantor's primary enterprise resource planning, general ledger, and accounts receivable systems are cloud-hosted, with physical servers located in data centers in Northern Virginia and Oregon. Notwithstanding the foregoing, the Grantor's management and personnel access and manage such electronic records from the chief executive office identified above, and the chief executive office is the location from which such records are controlled and directed.
2(d) Registered Agent
The Grantor's registered agent for service of process in its jurisdiction of organization (the State of Delaware) is:
Capitol Registered Agents LLC 850 New Burton Road, Suite 201 Dover, Delaware 19904
The Grantor's agent for service of process in the State of California, where its chief executive office is located, is:
Lumos Analytics Inc. 2180 Gateway Boulevard, Suite 400 San Jose, California 95110
Attention: Marcus Delaney, General Counsel
SECTION 3: SUBSIDIARIES AND AFFILIATES
As of the date hereof, the Grantor does not have any subsidiaries, whether domestic or foreign. The Grantor does not directly or indirectly own any equity interest in, or control, any corporation, limited liability company, partnership, joint venture, or other legal entity.
The Grantor acknowledges and agrees that, pursuant to Section 6.12 of the Credit Agreement, if the Grantor forms, creates, or acquires any domestic subsidiary at any time following the date hereof, such newly formed or acquired domestic subsidiary shall be required to (i) execute and deliver a joinder to the Guaranty Agreement and the Security Agreement, (ii) grant a perfected first-priority security interest in substantially all of its assets in favor of the Collateral Agent for the benefit of the Secured Parties, and (iii) deliver a perfection certificate substantially in the form of this Certificate, together with such other deliverables as the Collateral Agent may reasonably request, in each case within thirty (30) days following the date of such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable discretion).
As of the date hereof, the equity interests of the Grantor are held by the following persons or entities:
The foregoing equity ownership information is provided for informational purposes. The equity interests of the Grantor are included in the collateral under the Security Agreement as "pledged equity," and the stock certificates (or other evidence of such equity interests), together with executed stock powers endorsed in blank, have been delivered to the Collateral Agent on or prior to the date hereof, to the extent applicable and required under the Security Agreement.
SECTION 4: DEPOSIT ACCOUNTS
The following table sets forth a true, correct, and complete list of all deposit accounts maintained by the Grantor as of the date hereof:
The Grantor acknowledges that Deposit Account Control Agreements ("DACAs") in form and substance satisfactory to the Collateral Agent are required to be executed and delivered with respect to each of the above-listed deposit accounts within thirty (30) days following the Closing Date (i.e., on or before April 8, 2023), pursuant to the post-closing obligations set forth in Section 6.14 of the Credit Agreement and Section 5(b) of the Security Agreement. The Grantor shall use commercially reasonable efforts to cause Pacific Horizon Bank to execute and deliver such DACAs within such time period.
Other than the three (3) deposit accounts identified above, the Grantor does not maintain any other deposit accounts at Pacific Horizon Bank or at any other depository institution. The Grantor does not maintain any deposit accounts outside of the United States.
The Grantor does not, as of the date hereof, maintain any securities accounts (as defined in Section 8-501 of the UCC), commodity accounts (as defined in Section 9-102 of the UCC), or securities entitlements (as defined in Section 8-102 of the UCC) with any securities intermediary, commodity intermediary, or other financial institution.
SECTION 5: INTELLECTUAL PROPERTY
5(a) Patents and Patent Applications
A complete list of all patents issued by the United States Patent and Trademark Office ("USPTO") to the Grantor, and all patent applications pending before the USPTO filed by or on behalf of the Grantor, is set forth on Schedule A attached hereto and incorporated herein by reference. Schedule A cross-references and is consistent with Schedule I to that certain intellectual Property Security Agreement dated as of March 9, 2023 (the "IP Security Agreement"), between the Grantor and the Collateral Agent.
As of the date hereof, the Grantor holds three (3) issued United States patents and two (2) pending United States patent applications, each relating to the Grantor's proprietary AI-driven financial analytics and risk-modeling technology. Each such issued patent is valid, subsisting, and in full force and effect, and all maintenance fees and annuity payments due thereon have been timely paid. Each such pending patent application is pending before the USPTO and has not been abandoned, withdrawn, or finally rejected.
The Grantor does not hold any foreign patents or foreign patent applications. The Grantor has not granted any exclusive license with respect to any of its patents or patent applications.
5(b) Trademarks and Trademark Applications
A complete list of all trademarks and service marks registered with the USPTO by the Grantor, and all applications for trademark or service mark registration pending before the USPTO filed by or on behalf of the Grantor, is set forth on Schedule B attached hereto and incorporated herein by reference. Schedule B cross-references and is consistent with Schedule II to the IP Security Agreement.
As of the date hereof, the Grantor holds the following key registered trademarks, among others as detailed on Schedule B:
(i) the "LUMOS ANALYTICS" word mark (U.S. Registration No. 5,893,214);
(ii) the "LUMOS AI" word mark (U.S. Registration No. 6,102,477); and
(iii) associated design marks and logos incorporating the foregoing word marks.
All such registered trademarks are valid, subsisting, and in full force and effect. All required affidavits of use and renewal filings have been timely made with the USPTO. The Grantor is the sole and exclusive owner of each such trademark registration and has not granted any exclusive license with respect thereto.
Note regarding exclusion: To the extent that any trademark application listed on Schedule B is an "intent-to-use" application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)), such intent-to-use application is excluded from the collateral granted under the Security Agreement and the IP Security Agreement to the extent that the grant of a security interest therein would render such application void or invalidate any rights of the Grantor that would otherwise arise thereunder, in accordance with Section 2.02(d) of the Security Agreement. Upon the filing of a statement of use or amendment to allege use with respect to any such intent-to-use application, such application (and any resulting registration) shall automatically become subject to the security interest granted under the Security Agreement and the IP Security Agreement without further action by the Grantor, and the Grantor shall promptly notify the Collateral Agent thereof and execute such additional documents as the Collateral Agent may reasonably request.
5(c) Copyrights and Copyright Applications
A complete list of all copyrights registered with the United States Copyright Office by the Grantor, and all applications for copyright registration pending before the United States Copyright Office filed by or on behalf of the Grantor, is set forth on Schedule C attached hereto and incorporated herein by reference. Schedule C cross-references and is consistent with Schedule III to the IP Security Agreement.
As of the date hereof, the Grantor holds copyright registrations with the United States Copyright Office for certain proprietary software code and related technical documentation associated with the Grantor's analytics platform. All such registrations are valid and in full force and effect, and the Grantor is the sole author and owner of each such registered work.
In addition to the registered copyrights set forth on Schedule C, the Grantor owns unregistered copyrights in a substantial body of software source code, object code, user documentation, training materials, marketing materials, website content, and other works of authorship. Such unregistered copyrights are included in the collateral as "general intangibles" under the Security Agreement and, to the extent registerable, may be registered with the United States Copyright Office from time to time in the ordinary course of the Grantor's business.
5(d) intellectual Property Licenses — Material Inbound Licenses
The Grantor is the licensee under various standard commercial software licenses for development tools, operating systems, cloud infrastructure services, database management software, and similar commercially available technology. None of such inbound licenses are exclusive, and none are material to the Grantor's business in a manner that would restrict the Collateral Agent's ability to exercise remedies with respect to the collateral upon the occurrence of an Event of Default, except to the extent that such licenses contain customary anti-assignment provisions that may limit transferability. The Grantor is not party to any exclusive inbound license of intellectual property that would restrict the Collateral Agent's rights upon enforcement of the security interests granted under the Security Agreement.
5(e) intellectual Property Licenses — Material Outbound Licenses
The Grantor licenses its proprietary software platform to its customers pursuant to standard software-as-a-service ("SaaS") subscription agreements entered into in the ordinary course of business. All such outbound licenses are non-exclusive and grant customers a limited, non-transferable right to access and use the Grantor's hosted platform during the applicable subscription term. The Grantor has not granted any exclusive outbound license of any of its material intellectual property to any third party, and no outbound license agreement grants any customer or other third party any ownership interest in, or exclusive right to, any of the Grantor's intellectual property.
SECTION 6: COMMERCIAL TORT CLAIMS
None. As of the date hereof, the Grantor is not a party to, and has not asserted or threatened, any commercial tort claim (as defined in Section 9-102(a)(13) of the UCC). The Grantor has not filed any lawsuit, arbitration demand, or other proceeding asserting a claim sounding in tort for which the Grantor seeks or has received monetary damages arising out of the Grantor's business or commercial activities.
The Grantor acknowledges and agrees that, pursuant to Section 5.04 of the Security Agreement, if at any time after the date hereof the Grantor shall acquire or become entitled to assert any commercial tort claim having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), the Grantor shall promptly (and in any event within ten (10) business days) notify the Collateral Agent thereof in writing, providing a reasonable description of the claim, and shall execute and deliver such amendments to the Security Agreement or such other documents as the Collateral Agent may reasonably request to grant a perfected first-priority security interest in such commercial tort claim in favor of the Collateral Agent for the benefit of the Secured Parties.
SECTION 7: LETTER OF CREDIT RIGHTS
None. As of the date hereof, the Grantor does not hold any letter of credit rights (as defined in Section 9-102(a)(51) of the UCC), whether as a beneficiary or nominated person under any letter of credit, other than any rights that may arise in favor of the Grantor under the revolving letter of credit sub-facility established pursuant to Section 2.05 of the Credit Agreement. The Grantor has not been named as a beneficiary under any standby letter of credit, commercial letter of credit, or similar instrument issued by any financial institution for the Grantor's benefit.
SECTION 8: MOTOR VEHICLES AND OTHER TITLED GOODS
None. As of the date hereof, the Grantor does not own any motor vehicles, trucks, trailers, aircraft, watercraft, or any other goods that are subject to a certificate of title statute under the laws of any state or other jurisdiction. No certificate of title has been issued by any governmental authority with respect to any goods owned by the Grantor. Accordingly, no notation of the security interest of the Collateral Agent on any certificate of title is required.
SECTION 9: UCC FILING INFORMATION
9(a) Filing Jurisdictions
In accordance with Section 9-301(1) and Section 9-307(e) of the UCC, and because the Grantor is a registered organization organized under the laws of the State of Delaware, the following UCC filing jurisdictions have been identified for the filing of UCC-1 financing statements to perfect the security interest of the Collateral Agent in the personal property collateral of the Grantor:
(i) Primary Filing Jurisdiction: Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. This is the jurisdiction of organization of the Grantor and the jurisdiction in which a UCC-1 financing statement must be filed to perfect a security interest in the Grantor's personal property by filing under Section 9-301(1) of the UCC.
(ii) Additional Filing Jurisdiction (belt-and-suspenders): Office of the Secretary of State of the State of California, UCC Division, 1500 11th Street, Sacramento, California 95814. This is the state in which the Grantor's chief executive office and principal place of business is located. A UCC-1 financing statement is being filed in California solely as a precautionary measure; the filing in Delaware constitutes the legally required filing for perfection purposes.
All UCC-1 financing statements in connection with the Credit Agreement and the Security Agreement are being prepared and processed for filing by:
Pinnacle Filing Services, Inc. 1209 Orange Street Wilmington, Delaware 19801
9(b) Existing UCC Filings Against the Grantor
As of the date hereof, based on lien search reports obtained from the Delaware Secretary of State and the California Secretary of State, no UCC financing statements naming the Grantor as debtor are currently of record in either jurisdiction, other than the UCC-1 financing statements being filed concurrently herewith in connection with the Credit Agreement and the Security Agreement. The lien search reports, dated as of March 6, 2023, were obtained from Pinnacle Filing Services, Inc. and confirm that no prior filings exist against the Grantor or any name similar to the Grantor's legal name.
The Grantor confirms that, prior to the date hereof and the transactions contemplated by the Credit Agreement, the Grantor had no outstanding funded indebtedness for borrowed money and had not previously granted any security interest in or lien upon any of its assets or properties to any creditor, lender, or other secured party. The Grantor has not authorized any other person to file a UCC financing statement naming the Grantor as debtor.
9(c) Fixture Filings
No fixture filings are required in connection with the security interests granted under the Security Agreement. The Grantor does not own any real property. The Grantor leases its office spaces at the locations identified in Section 2 above. No fixtures located at such leased premises are of material value, and the Grantor does not believe that any of its tangible personal property has become affixed to the leased premises in a manner that would cause such property to be classified as fixtures under applicable law.
SECTION 10: JUDGMENTS AND LITIGATION
As of the date hereof, there are no outstanding judgments, decrees, or orders of any court, arbitrator, or governmental authority against the Grantor or any of its properties or assets. No judgment liens, attachment liens, or execution liens have been entered, levied, or filed against the Grantor or any of its assets in any jurisdiction.
There is no pending or, to the knowledge of the Grantor, threatened litigation, arbitration, administrative proceeding, or other legal proceeding against the Grantor that would reasonably be expected to result in a judgment lien or other encumbrance on the Grantor's assets.
No tax liens have been filed against the Grantor by the Internal Revenue Service, the California Franchise Tax Board, the Texas Comptroller of Public Accounts, the Delaware Division of Revenue, or any other federal, state, or local taxing authority. The Grantor is current on all federal, state, and local tax obligations and has timely filed all required tax returns.
SECTION 11: GOVERNMENT CONTRACTS
As of the date hereof, the Grantor is not a party to any contract, subcontract, or other agreement with the United States government, any agency or instrumentality thereof, any state government, or any political subdivision thereof, including without limitation any contract subject to the Federal Assignment of Claims Act (31 U.S.C. § 3727) or any similar state statute, that would restrict or prohibit the assignment of receivables, contract rights, or other rights arising thereunder to the Collateral Agent or the Secured Parties. The Grantor does not have any accounts receivable or other rights to payment arising from or relating to any government contract.
SECTION 12: SCHEDULES
The following Schedules are attached hereto and incorporated herein by reference. Each Schedule is true, correct, and complete as of the date hereof.
Schedule A — Patents and Patent Applications
The following table sets forth all United States patents and patent applications owned by the Grantor as of the date hereof. This Schedule A cross-references and is consistent with Schedule I to the intellectual Property Security Agreement dated as of March 9, 2023.
All issued patents listed above are valid, subsisting, and in full force and effect. All maintenance fees due have been timely paid. All pending applications are in good standing before the USPTO and have not been abandoned or finally rejected.
Schedule B — Trademarks and Trademark Applications
The following table sets forth all United States trademarks, service marks, and applications therefor owned by the Grantor as of the date hereof. This Schedule B cross-references and is consistent with Schedule II to the intellectual Property Security Agreement dated as of March 9, 2023.
All registered trademarks listed above are valid, subsisting, and in full force and effect. All required affidavits of use (Section 8 and Section 15 declarations) and renewal filings have been timely made with the USPTO.
Note: The "LUMOS CLARITY" mark (Application No. 97/421,088) is an intent-to-use application filed pursuant to Section 1(b) of the Lanham Act and is excluded from the collateral under Section 2.02(d) of the Security Agreement pending the filing of a statement of use or an amendment to allege use. Upon such filing and acceptance, this mark shall automatically become subject to the security interest granted under the Security Agreement and the IP Security Agreement.
Schedule C — Copyrights and Copyright Registrations
The following table sets forth all copyrights registered with the United States Copyright Office by the Grantor as of the date hereof. This Schedule C cross-references and is consistent with Schedule III to the intellectual Property Security Agreement dated as of March 9, 2023.
All copyright registrations listed above are valid and in full force and effect, and the Grantor is the sole author and owner of each registered work. In addition to the foregoing registered copyrights, the Grantor owns unregistered copyrights in substantial additional works of authorship, including without limitation software source code, object code, APIs, user interface designs, user manuals, training materials, white papers, marketing collateral, and website content, all of which are included in the collateral as general intangibles under the Security Agreement.
Schedule D — Deposit Accounts (Detailed)
The following sets forth detailed information regarding all deposit accounts maintained by the Grantor as of the date hereof. Full account numbers are provided herein under separate confidential cover to the Collateral Agent and are deemed confidential information of the Grantor.
The Grantor confirms that the foregoing deposit accounts constitute all deposit accounts maintained by the Grantor as of the date hereof. Full account numbers have been delivered to the Collateral Agent under separate confidential cover contemporaneously with the delivery of this Certificate. Deposit Account Control Agreements with respect to each of the above accounts are required to be delivered on or before April 8, 2023, pursuant to the post-closing obligations set forth in Section 6.14 of the Credit Agreement.
[Signature Page Follows]
The undersigned hereby certifies that the information set forth in this Perfection Certificate and in each of the Schedules attached hereto is true, correct, and complete in all material respects as of the date first written above. The undersigned acknowledges that the Collateral Agent and the Secured Parties are relying upon the accuracy and completeness of this Certificate in connection with the transactions contemplated by the Credit Agreement, the Security Agreement, and the other Loan Documents.
LUMOS ANALYTICS INC.
By: ________
Name: Catherine Lindgren
Title: Chief Financial Officer
Date: March 9, 2023
Prepared by:
Lisa Morrow Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 555-8200 Facsimile: (415) 555-8201
C&H Matter No. 1008-00001
Delivered pursuant to Section 4.01(c) of the Security Agreement dated as of March 9, 2023, in connection with the closing of the Revolving Credit Agreement dated as of March 9, 2023, among Lumos Analytics Inc., as Borrower, and Ridgeline National Bank, National Association, as Administrative Agent, Collateral Agent, and Lender.
Equity Holder | Ownership Percentage
Verdant Capital Partners Fund III, L.P. | 38.4%
Northstar Venture Partners II, L.P. | 22.1%
Founders and management (collectively) | 26.8%
Other institutional and angel investors (collectively) | 12.7%
Account Holder | Depository Bank | Branch Address | Account Type | Account Number (Last Four Digits)
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Operating Account | ●●3847
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Payroll Account | ●●5291
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Reserve Account | ●●0764
Patent Title | Patent / Application No. | Issue / Filing Date | Status | USPTO Reg. No.
System and Method for AI-Driven Multi-Factor Risk Scoring in Financial Portfolios | US 10,482,317 B2 | Issued: Nov. 19, 2019 | Issued | 10,482,317
Adaptive Machine Learning Framework for Real-Time Credit Risk Assessment | US 11,094,658 B2 | Issued: Aug. 17, 2021 | Issued | 11,094,658
Neural Network Architecture for Anomaly Detection in Financial Transaction Data Streams | US 11,501,224 B1 | Issued: Nov. 15, 2022 | Issued | 11,501,224
Methods and Apparatus for Predictive Cash Flow Modeling Using Ensemble Deep Learning | US App. No. 17/812,495 | Filed: Jul. 13, 2022 | Pending | N/A
Explainable AI System for Regulatory Compliance Reporting in Capital Markets | US App. No. 18/056,221 | Filed: Nov. 16, 2022 | Pending | N/A
Mark | Application / Registration No. | Filing / Registration Date | Status | Class | USPTO Reg. No.
LUMOS ANALYTICS (word mark) | Reg. No. 5,893,214 | Registered: Oct. 22, 2019 | Registered | 42 | 5,893,214
LUMOS AI (word mark) | Reg. No. 6,102,477 | Registered: Jun. 8, 2021 | Registered | 42 | 6,102,477
LUMOS ANALYTICS (design mark — stylized "L" with data wave) | Reg. No. 6,214,839 | Registered: Nov. 30, 2021 | Registered | 42 | 6,214,839
RISKPULSE (word mark) | Reg. No. 6,587,013 | Registered: Sep. 6, 2022 | Registered | 9, 42 | 6,587,013
LUMOS CLARITY (word mark) | App. No. 97/421,088 | Filed: Jun. 28, 2022 | Pending (ITU) | 42 | N/A
Title of Work | Registration No. | Registration Date | Author
Lumos Analytics Platform — Core Engine Software (v.1.0) | TX 8-921-445 | Mar. 12, 2019 | Lumos Analytics Inc.
Lumos Analytics Platform — Risk Assessment Module Software (v.2.0) | TX 9-104,287 | Aug. 5, 2020 | Lumos Analytics Inc.
Lumos Analytics Platform — Data Integration Layer Software (v.3.0) | TX 9-378,512 | Feb. 18, 2022 | Lumos Analytics Inc.
Lumos Analytics — Technical Reference Documentation (2022 Edition) | TX 9-401,688 | Apr. 27, 2022 | Lumos Analytics Inc.
Account Holder | Depository Bank | Branch Address | Account Type | Full Account Number
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Operating Account | [Provided under separate confidential cover]
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Payroll Account | [Provided under separate confidential cover]
Lumos Analytics Inc. | Pacific Horizon Bank | 101 Park Center Plaza, San Jose, CA 95113 | Reserve Account | [Provided under separate confidential cover]