1008-00007 · Lumos Analytics Inc · Internal Memoranda

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT

LITIGATION HOLD MEMORANDUM

May 15, 2023

FROM:

Simone Laroche, Lead Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111

TO:

Adriana Voss, General Counsel, Lumos Analytics Inc. Thomas Kwan, VP of Engineering / SRE, Lumos Analytics Inc. Rachel Dominguez, VP of Customer Success, Lumos Analytics Inc.

RE:

Litigation Hold — Pinnacle Financial Holdings LLC SLA Credit Dispute Calderwood & Harkness Matter No. 1008-00007 MSA Agreement No. MSA-PFH-2021-0015

CC:

Linda Osei, Responsible Partner, Calderwood & Harkness LLP Priya Anand, Billing Partner, Calderwood & Harkness LLP

I. Purpose and Legal Obligation

Calderwood & Harkness LLP has been retained by Lumos Analytics Inc. ("Lumos" or the "Company") to defend against a breach-of-contract claim asserted by Pinnacle Financial Holdings LLC ("Pinnacle") arising from the Master Services Agreement dated January 15, 2021 (the "MSA"), identified internally by Lumos under agreement number MSA-PFH-2021-0015. This engagement encompasses all aspects of the dispute, including pre-litigation negotiations, mediation proceedings required under the MSA, and any subsequent litigation that may be filed in state or federal court.

Pinnacle's claim was formalized in a demand letter dated May 1, 2023, transmitted by Pinnacle's outside counsel, Hargrove, Tillman & Burch LLP. In that demand letter, Pinnacle seeks a total of $2,870,000 in SLA credits, consequential damages, remediation costs, and claimed reputational harm. Specifically, Pinnacle alleges that Lumos failed to meet the contractually guaranteed uptime and response-time service levels established under Exhibit C to the MSA (the "Service Level Agreement" or "SLA"), and that such failures resulted in significant operational disruption, financial loss, and damage to Pinnacle's business relationships with its own clients and counterparties.

This memorandum constitutes a formal litigation hold notice. It requires the immediate preservation of all documents, communications, electronically stored information ("ESI"), and tangible materials potentially relevant to this dispute. The obligation to preserve evidence arises under both federal and California state law, and the duty attaches from the moment litigation is reasonably anticipated — which, for purposes of this matter, we deem to be no later than the date of Pinnacle's demand letter, May 1, 2023.

Lumos is under a clear and affirmative legal duty to preserve all potentially relevant materials. Failure to preserve such evidence may result in severe consequences, including but not limited to adverse inference instructions to a jury or finder of fact, monetary sanctions imposed by the court, evidentiary preclusion, or independent claims of spoliation. Courts in California and throughout the federal system have consistently held that a party's failure to implement and enforce a litigation hold in a timely and comprehensive manner constitutes grounds for sanctions, even where the destruction of evidence was not intentional. See, e.g., Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003); Camberwell & Co. v. Northgate & Co. Elecs. Co., 888 F. Supp. 2d 976 (N.D. Cal. 2012).

This obligation supersedes any and all document retention or destruction policies, automatic deletion schedules, routine purging protocols, or data lifecycle management procedures currently in effect at Lumos. To the extent that any Lumos policy or automated system would result in the deletion, modification, overwriting, or destruction of potentially relevant materials, that policy or system must be suspended immediately with respect to the categories of materials and custodians identified in this memorandum.

This litigation hold applies company-wide to all custodians identified herein, and it must remain in full force and effect until Calderwood & Harkness LLP provides written notice that the hold has been lifted. No Lumos employee, officer, director, or agent is authorized to release or modify this hold without the express written consent of Calderwood & Harkness LLP.

II. Background of the Dispute

The following summary provides the factual and contractual background necessary for recipients of this memorandum to understand the nature and scope of the dispute and to identify potentially relevant materials for preservation. This summary is based on information currently available to Calderwood & Harkness LLP and may be supplemented as the investigation progresses.

A. The Master Services Agreement

The MSA was executed on January 15, 2021 between Lumos Analytics Inc., a Delaware corporation headquartered at 580 Howard Street, Suite 400, San Francisco, CA 94105, and Pinnacle Financial Holdings LLC, a Delaware limited liability company with principal offices at 200 West Adams Street, Suite 3100, Chicago, IL 60606. Under the MSA, Lumos agreed to provide Pinnacle with access to and use of the Lumos proprietary data analytics platform, including hosting, maintenance, support, and related professional services, in exchange for subscription fees and other consideration.

Key Commercial Terms:

The MSA includes multiple exhibits, schedules, and ancillary documents. Of particular relevance to this dispute is Exhibit C — Service Level Agreement, which sets forth the parties' agreed-upon service level commitments, measurement methodologies, credit structures, and related procedures.

B. The Service Level Agreement (Exhibit C)

Exhibit C to the MSA establishes the following key service level commitments:

Uptime Commitment: Lumos committed to maintaining platform availability of 99.95% on a monthly basis, as measured against the total number of minutes in a given calendar month, less any Scheduled Maintenance Windows and Excluded Downtime as defined in the SLA.

P1 Incident Response Times: For Priority 1 ("P1") incidents — defined in the SLA as incidents involving complete platform unavailability or material degradation of core functionality affecting more than 50% of end users — Lumos committed to (i) an initial acknowledgment response time of fifteen (15) minutes or less from the time of incident detection or customer notification (whichever is earlier), and (ii) resolution or implementation of a commercially reasonable workaround within two (2) hours of the initial acknowledgment.

SLA Credit Structure (§3.2): The SLA establishes a tiered credit structure under which Pinnacle is entitled to service credits based on the severity and duration of SLA failures in a given calendar month. Credits are calculated as a percentage of the monthly subscription fee applicable to the affected month.

Rolling Credit Cap (§3.4): Total SLA credits are capped at 30% of the annual subscription fee on a rolling twelve (12) month basis, which equates to a maximum of $432,000 in credits over any twelve-month period.

Credit Request Procedure (§3.5): Pinnacle must submit a written credit request within thirty (30) calendar days of the end of the affected calendar month in order to be eligible for SLA credits. Requests submitted after the thirty-day deadline are deemed waived unless Lumos, in its sole discretion, elects to process the late submission.

Exclusions from Uptime Calculation (§2.3): Exhibit C provides that certain categories of downtime are excluded from the uptime calculation, including without limitation: (a) scheduled maintenance windows; (b) downtime caused by or attributable to customer infrastructure, networks, or third-party services not provided by Lumos; (c) force majeure events; and (d) downtime resulting from customer's failure to comply with Lumos's published technical requirements or recommendations.

C. Alleged Service Disruptions

Pinnacle alleges four service disruptions during the period from October 2022 through March 2023, each of which Pinnacle characterizes as a P1 incident and a breach of the SLA's uptime and response-time commitments. The incidents, as described in Pinnacle's demand letter, are as follows:

It is important to note that Lumos's own internal records may differ from Pinnacle's characterization of these incidents with respect to duration, severity, root cause, and the extent to which each incident constitutes an SLA breach. Part of the purpose of this litigation hold is to preserve all records that will allow Calderwood & Harkness LLP to conduct a thorough and independent analysis of each incident.

D. Pinnacle's Demand

In the demand letter dated May 1, 2023, Pinnacle, through its outside counsel at Hargrove, Tillman & Burch LLP, seeks aggregate damages of $2,870,000, broken down as follows:

• SLA Credits: $120,000 (representing the maximum monthly credit for the most severely affected months)

• Consequential / Lost Revenue Damages: $1,950,000 (Pinnacle claims that the outages caused disruption to its own client-facing financial analytics services, resulting in lost revenue and contractual penalties imposed by Pinnacle's own customers)

• Internal Remediation Costs: $340,000 (including the cost of temporarily licensing a competing platform from TrueNorth Data Systems Inc. as a failover solution during the outage period, as well as internal labor and consulting costs incurred in connection with the migration and parallel operations)

• Reputational Harm / Client Attrition: $460,000 (Pinnacle alleges that the outages caused reputational damage and contributed to the loss or attrition of certain of Pinnacle's own clients)

E. Pinnacle's Outside Counsel

Pinnacle is represented in this matter by Hargrove, Tillman & Burch LLP, 71 South Wacker Drive, Suite 4500, Chicago, IL 60606. The lead partner on the matter is Katherine Hargrove, and the working associate is Daniel Yun. All communications with Pinnacle regarding the dispute should be directed to Hargrove, Tillman & Burch and should not be made directly to Pinnacle personnel without prior coordination with Calderwood & Harkness LLP.

F. Governing Law and Dispute Resolution

The MSA is governed by the laws of the State of California, without regard to conflict-of-laws principles. Pursuant to Section 14.3 of the MSA, the parties have agreed to mandatory mediation in San Francisco, California as a prerequisite to the initiation of any litigation. If mediation is unsuccessful, either party may commence litigation in state or federal courts located in the City and County of San Francisco, California, and the parties have consented to the exclusive jurisdiction and venue of such courts.

III. Scope of the Litigation Hold

A. General Scope

This litigation hold covers all documents, records, data, communications, and materials — whether in paper, electronic, or any other format — that are potentially relevant to any aspect of the dispute between Lumos and Pinnacle. The concept of "potentially relevant" is intentionally broad and should be construed liberally. If there is any question as to whether a particular document or category of materials falls within the scope of this hold, the default presumption must be in favor of preservation, and the question should be referred to Calderwood & Harkness LLP for guidance.

Without limiting the generality of the foregoing, the hold encompasses all materials relating to:

(i) The MSA and all exhibits, schedules, amendments, order forms, statements of work, and ancillary documents thereto;

(ii) The SLA terms set forth in Exhibit C to the MSA, including uptime commitments, incident response-time requirements, credit structures, credit request procedures, and exclusions from uptime calculations;

(iii) Any of the four incidents identified by Pinnacle (INC-4471, INC-4602, INC-4815, and INC-5033), including their causes, duration, severity, remediation, and aftermath;

(iv) Lumos's uptime performance and monitoring, including all systems, tools, and methodologies used to measure, calculate, and report platform availability;

(v) Pinnacle's use of, access to, and experience with the Lumos platform and services;

(vi) Any and all communications with or about Pinnacle, including communications among Lumos personnel in which Pinnacle is discussed; and

(vii) Any third-party services, infrastructure providers, or vendors whose systems, actions, or omissions are relevant to any of the four incidents or to the performance of Lumos's obligations under the MSA.

Relevant Time Period: The relevant time period for preserved materials spans from January 1, 2021 (which pre-dates the execution of the MSA by fifteen days, in order to capture pre-execution negotiations and preparatory materials) through the present date and continuing until the litigation hold is lifted. Materials created or received after the date of this memorandum that fall within the categories described herein must also be preserved on an ongoing basis.

Possession, Custody, or Control: The hold applies to all materials in the possession, custody, or control of Lumos, regardless of the physical or electronic location of such materials. This includes materials stored on Lumos-owned servers, cloud-hosted platforms, third-party SaaS applications, personal devices used for business purposes, home offices, offsite storage facilities, and any other location where relevant materials may reside.

B. Categories of Materials to Be Preserved

The following categories are provided to assist Lumos personnel in identifying the types of materials that must be preserved. These categories are illustrative and not exhaustive. If any custodian possesses or is aware of materials that do not fall neatly within one of the categories below but may nonetheless be relevant to the dispute, those materials must also be preserved.

1. Contractual Documents. All contractual documents relating to the Lumos-Pinnacle relationship must be preserved in their entirety, including but not limited to:

• The executed MSA dated January 15, 2021 (MSA-PFH-2021-0015), including all exhibits (with particular emphasis on Exhibit C — Service Level Agreement), schedules, amendments, order forms, and statements of work, in all formats (original executed copies, counterpart signature pages, PDF versions, and any internal working copies);

• All proposals, term sheets, requests for proposal (RFP) responses, negotiations, redlines, and successive drafts leading to the execution of the MSA, including any correspondence between the parties or between internal Lumos stakeholders regarding the negotiation of SLA terms, credit structures, uptime commitments, and liability limitations;

• All renewal or amendment discussions and correspondence, including any discussions regarding potential modifications to the SLA terms, credit caps, or other provisions of Exhibit C;

• Any side letters, addenda, letter agreements, memoranda of understanding, or informal written or oral understandings between the parties that supplement, modify, or clarify the terms of the MSA or Exhibit C; and

• Any internal Lumos memoranda, presentations, or analyses prepared in connection with the negotiation, execution, or administration of the MSA.

2. Uptime and Performance Monitoring Data. Uptime and performance data is central to both Pinnacle's claims and Lumos's defenses. Accordingly, all of the following must be preserved:

• All data, reports, logs, dashboards, and telemetry from Sentinel Uptime Services Inc. ("Sentinel"), Lumos's third-party infrastructure monitoring and incident-response logging provider. Sentinel's primary point of contact is Brenda Hale, Director of Client Engineering, located at 2200 Mission College Blvd, Suite 100, Santa Clara, CA 95054. Sentinel data to be preserved includes, without limitation, all records relating to Lumos platform availability, uptime measurements, downtime events, incident detection, alerting, and escalation for the period January 2021 through the present;

• All internal Lumos monitoring data, including but not limited to: real-time application performance monitoring (APM) logs generated by any APM tools deployed in the Lumos environment (e.g., Pinnacle Solutions, Ashford Technologies, Halcyon Solutions, or equivalent), server and infrastructure health metrics (CPU utilization, memory, disk I/O, network throughput), synthetic monitoring results and synthetic transaction logs, alerting system records (including alert configurations, trigger thresholds, and alert notification logs), and automated status-page snapshots (including any public or customer-facing status page history);

• All documentation of uptime calculation methodologies, formulas, algorithms, and procedures used by Lumos to compute monthly uptime percentages, including any internal guidance documents, engineering specifications, or runbooks that describe how uptime is measured, what events are included or excluded from the calculation, and how the results are reported to customers;

• All data relating to the Lumos disaster recovery environment designated as US-West-2, including but not limited to: failover activation logs, DR testing records, DR drill reports, runbook documentation, and any communications with Pinnacle regarding DR capabilities, failover procedures, recovery time objectives (RTO), or recovery point objectives (RPO); and

• Any data reconciliation or discrepancy analyses comparing Lumos's internal uptime measurements with measurements reported by Sentinel or with measurements claimed by Pinnacle.

3. Incident Reports and Tickets. The four incidents at the core of Pinnacle's claims must be documented thoroughly through the preservation of the following materials:

• All internal incident reports, post-mortem analyses, root cause analyses ("RCAs"), after-action reports, blameless retrospectives, and lessons-learned documents prepared for incidents INC-4471, INC-4602, INC-4815, and INC-5033, in all draft and final versions;

• All customer support tickets, helpdesk entries, case management records, and trouble tickets filed by or on behalf of Pinnacle during the period October 2022 through May 2023, including tickets filed through any customer portal, email-based ticketing system, or telephone support channel;

• Internal escalation logs, on-call rotation records and schedules, Penrose Health IT (or equivalent alerting service) records including alert timestamps, acknowledgment times, escalation chains, and resolution annotations, and war-room or incident-command logs for each of the four incidents;

• All P1 incident acknowledgment timestamps and resolution or workaround timestamps for each of the four incidents, as recorded in Lumos's incident management system and in any communications sent to Pinnacle;

• Any internal engineering, SRE, DevOps, or infrastructure team communications discussing the incidents, including but not limited to Meridian Solutions channels (including dedicated incident channels such as #inc-4471, #inc-4602, #inc-4815, #inc-5033, or equivalent), Northgate Data Systems messages, internal chat logs, wiki pages, confluence pages, Jira tickets, and any other collaboration platform content; and

• Any communications among Lumos engineers, SREs, or management regarding the frequency, pattern, or systemic nature of the incidents, including any discussions of whether the incidents reflected a recurring or systemic issue with the Lumos platform.

4. Communications with Pinnacle. All communications between Lumos and Pinnacle are potentially relevant and must be preserved, including:

• All email correspondence between any Lumos personnel and any Pinnacle personnel from January 2021 to present. Key Pinnacle contacts identified to date include, without limitation: Gerald R. Worthington (CEO), Diana Cho (CFO), Naveen Mistry (CTO), and Sandra Keppler (VP of Vendor Management). This list is not exhaustive, and emails to or from any Pinnacle employee or agent must be preserved;

• All meeting notes, agendas, minutes, call logs, calendar invitations, and voicemail records related to Pinnacle, including notes from regularly scheduled check-in calls, executive sponsor meetings, and ad hoc discussions;

• All formal and informal SLA credit requests submitted by Pinnacle, together with all internal processing, review, and approval records. Of particular importance: Pinnacle submitted a credit request for incident INC-4471 on December 14, 2022, which was forty-four (44) calendar days after the end of October 2022. Under §3.5 of Exhibit C, credit requests must be submitted within thirty (30) calendar days of the end of the affected calendar month. All records relating to the timeliness of that submission, any internal Lumos analysis of whether the submission was timely, any communications with Pinnacle regarding the timeliness issue, and any acknowledgments or responses from Lumos regarding the request must be preserved;

• All account review presentations, quarterly business review ("QBR") decks, customer health reports, and executive briefing materials relating to Pinnacle;

• All correspondence — whether internal or external — referencing Pinnacle's dissatisfaction, complaints, escalations, or threatened claims, including any communications in which Lumos personnel discuss the risk of litigation or dispute with Pinnacle; and

• All correspondence with Pinnacle's outside counsel, Hargrove, Tillman & Burch LLP, including the May 1, 2023 demand letter and any subsequent communications.

5. Brindoval Cloud Infrastructure LLC Records. Calderwood & Harkness LLP understands that Lumos has identified evidence suggesting that the most severe incident — INC-5033 (March 3–5, 2023) — may have been caused or materially contributed to by a configuration change at Brindoval Cloud Infrastructure LLC ("Brindoval"), the infrastructure-as-a-service ("IaaS") provider used by Pinnacle. This potential defense is of significant importance, and all related materials must be preserved:

• All logs, communications, change records, incident notifications, status updates, and service bulletins from or relating to Brindoval Cloud Infrastructure LLC;

• Any records documenting the specific configuration change at Brindoval that Lumos contends triggered or contributed to incident INC-5033, including timestamps, change descriptions, affected systems, and rollback information;

• Any Lumos internal analyses, engineering assessments, technical investigations, or communications attributing INC-5033 (in whole or in part) to Brindoval infrastructure, Pinnacle's own cloud environment, or any other factor outside of Lumos's control;

• Records of any interactions between Lumos engineering teams and Brindoval support personnel during or after INC-5033, including support tickets, email exchanges, phone call notes, and joint troubleshooting sessions;

• A copy of Exhibit C, §2.3 ("Exclusions from Uptime Calculation") and any internal documents interpreting, analyzing, or applying the exclusion for downtime attributable to customer infrastructure or third-party services not provided by Lumos; and

• Any internal legal or engineering analyses regarding whether the Brindoval-related downtime qualifies for exclusion under §2.3 and the evidentiary burden Lumos would bear in establishing such an exclusion.

6. Internal Business Records. The following categories of internal business records must also be preserved:

• All financial records relating to the Pinnacle account, including but not limited to: invoices issued to Pinnacle, payment records and receipts, revenue recognition entries, deferred revenue schedules, accounts receivable aging reports, and any write-offs or adjustments relating to the Pinnacle account;

• Customer success records including Net Promoter Score (NPS) data, satisfaction survey responses, customer health scores, churn risk assessments, and customer sentiment analyses for Pinnacle;

• All records reflecting Pinnacle's actual use of or access to the Lumos platform during the relevant period, including login and session data, feature usage analytics, API call volumes, data ingestion metrics, and any other usage telemetry;

• Any internal analyses, projections, or forecasts regarding the Pinnacle account's renewal probability, upsell or cross-sell opportunities, churn risk, or lifetime value;

• Board of directors materials, board committee materials, investor updates, management presentations, or reports to Ridgeline Capital Partners, LP (Lumos's private equity sponsor) that reference the Pinnacle account, SLA performance metrics, the pending dispute, or any related matters. This includes any materials prepared for board meetings, portfolio review sessions, or investor reporting cycles; and

• Any internal communications among Lumos executives or management regarding the strategic importance of the Pinnacle account, the potential financial impact of the dispute, or the Company's approach to resolving the matter.

7. Insurance and Risk Management Records. Lumos maintains relevant insurance coverage that may be implicated by this dispute. The following must be preserved:

• All documents relating to Lumos's Technology Errors & Omissions / Cyber Liability insurance policy with Meridian Specialty Insurance Company, Policy No. MSI-TECH-2022-07841. The current policy period runs from July 1, 2022 to July 1, 2023, with a renewal period from July 1, 2023 to July 1, 2024. Materials to be preserved include: the policy form itself, all endorsements and riders, the insurance application and all supporting documentation submitted to Meridian, all claims correspondence, and all coverage analyses or opinions;

• All communications with Velthorn Risk Advisors LLC, Lumos's insurance broker, regarding the Pinnacle claim or the potential for a claim. The primary broker contact is Neil Frazier, Account Executive at Velthorn Risk Advisors. These communications include any pre-claim notifications, claim reporting correspondence, coverage inquiries, and broker recommendations;

• The claim tender submitted to Meridian Specialty Insurance Company on May 18, 2023, together with all supporting documentation provided to Meridian and any acknowledgment, reservation of rights letter, or coverage position correspondence received from Meridian; and

• Records reflecting the key policy terms, including the $250,000 self-insured retention (SIR), the $5,000,000 per-occurrence limit, and the $10,000,000 aggregate limit, as well as any analysis of how these terms apply to the Pinnacle claim.

8. Competitor and Market intelligence.

• Any and all records relating to TrueNorth Data Systems Inc., the competitor platform that Pinnacle allegedly licensed on a temporary basis during the outage period as a failover or replacement solution. This includes any competitive intelligence reports, market analyses, feature comparison documents, win/loss analyses, sales battlecards, or communications in which TrueNorth is discussed in connection with the Pinnacle account or the dispute; and

• Any records reflecting Lumos's awareness, prior to or during the relevant period, that Pinnacle was evaluating, testing, or licensing alternative platforms, including TrueNorth or any other competitor.

IV. Custodians Subject to the Hold

The following individuals, organizational units, and third parties are designated as custodians subject to this litigation hold. Each custodian is responsible for preserving all materials within their possession, custody, or control that fall within the scope of the hold as described in Section III above.

A. Primary Custodians (Lumos Analytics Inc.)

The following individuals are designated as primary custodians and bear direct responsibility for preservation within their respective areas:

1. Adriana Voss — General Counsel. Ms. Voss is responsible for the overall coordination of the litigation hold, preservation of legal department files, and liaison with Calderwood & Harkness LLP.

2. Thomas Kwan — VP of Engineering / SRE. Mr. Kwan is responsible for the preservation of all engineering, SRE, DevOps, and infrastructure-related materials, including monitoring data, incident records, and technical logs.

3. Rachel Dominguez — VP of Customer Success. Ms. Dominguez is responsible for the preservation of all customer success, account management, and customer-facing materials relating to the Pinnacle account.

4. Marcus Ellison — CEO. Mr. Ellison is a custodian to the extent of any communications regarding Pinnacle, the SLA dispute, board-level discussions, or communications with Ridgeline Capital Partners, LP.

5. All members of the SRE / DevOps / infrastructure engineering team who had any involvement in the detection, triage, response, remediation, or post-mortem analysis of any of the four incidents (INC-4471, INC-4602, INC-4815, INC-5033). Thomas Kwan is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.

6. All customer success managers and account managers assigned to the Pinnacle account at any time during the period January 2021 through present. Rachel Dominguez is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.

7. IT administrators responsible for email systems, collaboration tools (Meridian Solutions, Northgate Data Systems, etc.), monitoring platforms, backup and archival systems, and data retention configurations. These individuals are critical to the technical implementation of the litigation hold on Lumos's electronic systems.

B. Organizational Units

The following organizational units within Lumos are subject to the hold to the extent they possess materials within the scope described in Section III:

• Engineering / SRE Department — All incident-related, monitoring, and infrastructure materials

• Customer Success Department — All account management, QBR, and customer communication materials

• Legal / Compliance Department — All contractual, dispute-related, and insurance materials

• Finance / Accounting — Pinnacle billing records, invoices, payment history, and revenue recognition entries

• Sales — Pinnacle account records, proposals, renewal discussions, and competitive intelligence

• Executive Leadership — Communications regarding Pinnacle, the dispute, board reporting, and investor communications, to the extent such materials exist

C. Third-Party Custodians

Sentinel Uptime Services Inc. — Lumos must take immediate steps to ensure that Sentinel preserves all monitoring data, logs, reports, incident records, and related materials for the relevant period (January 2021 through present). Given the critical importance of Sentinel's data to this dispute, Adriana Voss or Thomas Kwan must issue a written preservation notice to Brenda Hale, Director of Client Engineering, at Sentinel Uptime Services Inc., no later than May 19, 2023. Calderwood & Harkness LLP can provide a template preservation letter upon request. A copy of the preservation notice sent to Sentinel should be forwarded to Calderwood & Harkness LLP for the file.

Any other third-party service providers whose records may be relevant to any of the four incidents or to the performance of the Lumos platform, including but not limited to cloud hosting providers, CDN providers, DNS providers, and any subcontractors or subprocessors involved in the delivery of services to Pinnacle. If any custodian is aware of such third-party providers, they should notify Calderwood & Harkness LLP immediately so that appropriate preservation steps can be taken.

V. Specific Preservation Instructions

The following instructions are provided to ensure that the litigation hold is implemented effectively and comprehensively. These instructions are mandatory and must be followed by all custodians and IT personnel.

A. Electronic Data

1. Suspend Auto-Delete Policies. Immediately suspend all auto-delete policies, data retention purge schedules, automated archival processes, and data lifecycle management rules for all custodians and data categories identified in this memorandum. This includes, without limitation, email retention policies that automatically delete messages after a specified period, log rotation policies that overwrite older log files, and any scheduled database cleanup or pruning routines that could affect relevant data.

2. Email Legal Hold. Ensure that the email accounts (including deleted items folders, sent items, drafts, archive folders, and journaled copies) of all identified custodians are placed on legal hold through the email system's native hold functionality (e.g., Ashgrove Software Litigation Hold, Severin Industries Vault hold, or equivalent). The hold must capture all existing email and prevent the permanent deletion of any email from the date the hold is applied. IT administrators should confirm in writing to Adriana Voss and Calderwood & Harkness LLP that the email hold has been implemented, specifying the accounts placed on hold and the date and time the hold was activated.

3. Collaboration Platform Messages. Preserve all Meridian Solutions, Northgate Data Systems, or other collaboration platform messages, channels, direct messages, group messages, and shared files involving Pinnacle-related communications or incident-related discussions. This includes both public channels and private channels or direct messages. If the collaboration platform supports legal hold functionality, it should be activated for the relevant custodians and channels. If not, exports of the relevant channels and messages should be created and stored in a secure, read-only location.

4. Incident Management System Data. Preserve all data in Lumos's incident management system (e.g., Penrose Health IT, ServiceNow, Jira Service Management, OpsGenie, or equivalent) related to incidents INC-4471, INC-4602, INC-4815, and INC-5033, including all ticket fields, comments, attachments, status change logs, timestamps, assignee histories, and linked records.

5. Monitoring and Telemetry Data. Preserve all monitoring and telemetry data from Sentinel Uptime Services Inc. and from Lumos's internal monitoring infrastructure for the period January 2021 through present. This includes raw data exports, log files, metric time-series data, dashboard snapshots, alert histories, and any reports generated from such data. If any monitoring data is subject to retention limits that would result in loss or overwriting, immediate steps must be taken to export and archive such data before it is lost.

6. Backups and Disaster Recovery Snapshots. Preserve all backup tapes, cloud backups, disaster recovery snapshots, and any other backup media that may contain relevant data. Backup media must not be overwritten, recycled, or destroyed. If Lumos's backup rotation schedule would result in the overwriting of tapes or snapshots containing relevant data, those tapes or snapshots must be pulled from the rotation and preserved separately.

7. Hardware and Devices. Do not reimage, wipe, repurpose, decommission, or dispose of any servers, laptops, desktops, mobile devices, tablets, or storage media belonging to or used by any identified custodian without prior written approval from Calderwood & Harkness LLP. If a custodian's device needs to be replaced for operational reasons, the original device must be preserved and a forensic image should be created before the device is repurposed or disposed of.

B. Paper Documents

All physical files, notebooks, printed reports, printouts, handwritten notes, whiteboard photographs, and paper correspondence relating to the Pinnacle account or any of the four incidents must be identified, segregated, and preserved in a secure location. Do not shred, discard, recycle, or destroy any potentially relevant paper documents. If paper documents are commingled with other files, the relevant documents should be separated and clearly labeled as subject to the litigation hold.

C. Voicemail and Recordings

Preserve any voicemail messages, recorded telephone calls, videoconference recordings (e.g., Calderon Software, Granite Harbor Software, Northgate Data Systems recordings), and any other audio or video recordings of meetings, calls, or discussions with Pinnacle personnel or relating to any of the four incidents. If voicemail systems automatically delete messages after a specified period, steps must be taken to export or save relevant voicemails before they are deleted.

VI. Duration of the Hold

This litigation hold is effective immediately as of May 15, 2023, the date of this memorandum.

The hold will remain in full force and effect until Calderwood & Harkness LLP issues a written release of the hold. The duration of the hold is indefinite and is not tied to any particular milestone or date.

Even if the underlying dispute is resolved — whether through settlement, mediation, arbitration, judicial determination, or otherwise — the litigation hold will not be lifted without affirmative written notice from Calderwood & Harkness LLP. No Lumos employee, officer, or agent is authorized to release, modify, or narrow the scope of this hold without the express written consent of Calderwood & Harkness LLP.

Calderwood & Harkness LLP will periodically reassess the scope of the hold and may issue supplemental hold notices or modifications as the matter progresses. Any such modifications will be communicated in writing to the Litigation Hold Coordinator and relevant custodians.

VII. Compliance and Reporting Obligations

Effective implementation of this litigation hold requires the cooperation and diligence of each recipient and custodian. The following compliance and reporting obligations apply:

1. Departmental Responsibility. Each recipient of this memorandum is responsible for ensuring compliance within their respective department or functional area. This includes disseminating the hold to subordinates and team members who may possess relevant materials, monitoring ongoing compliance, and reporting any issues or concerns to the Litigation Hold Coordinator.

2. Litigation Hold Coordinator. Adriana Voss, as General Counsel of Lumos, is designated as the Litigation Hold Coordinator and the primary point of contact between Lumos and Calderwood & Harkness LLP for all matters relating to document preservation. Ms. Voss is responsible for overseeing the company-wide implementation of the hold, maintaining records of custodian acknowledgments, coordinating with IT to implement technical holds, and ensuring that the hold is periodically refreshed and reinforced.

3. Engineering and Technical Data. Thomas Kwan is responsible for ensuring the preservation of all engineering, SRE, DevOps, infrastructure monitoring, and Sentinel Uptime Services data as described in this memorandum. Mr. Kwan should coordinate with the relevant engineering managers, SRE leads, and IT administrators to implement the necessary technical preservation measures and should confirm completion of these measures in writing to Ms. Voss and Calderwood & Harkness LLP.

4. Customer Success Records. Rachel Dominguez is responsible for ensuring the preservation of all customer success records, account management files, QBR materials, and Pinnacle-related correspondence as described in this memorandum. Ms. Dominguez should identify all customer success personnel who have been assigned to the Pinnacle account and ensure that they receive and acknowledge this hold.

5. Custodian Acknowledgments. Each custodian who receives this litigation hold memorandum must acknowledge receipt and understanding by responding in writing (email is acceptable) to Adriana Voss within five (5) business days of receipt. The acknowledgment should confirm that the custodian has read and understood the memorandum, has taken steps to preserve all relevant materials within their possession or control, and will comply with the hold on an ongoing basis. Ms. Voss should maintain a log of all acknowledgments received and should follow up promptly with any custodian who has not responded within the five-day period.

6. Questions Regarding Scope. Any questions about whether particular materials fall within the scope of this hold should be directed to Simone Laroche at Calderwood & Harkness LLP at the contact information provided in Section IX below, or to the undersigned. When in doubt, preserve the materials in question and seek guidance. It is always better to over-preserve than to risk the destruction of relevant evidence.

7. Reporting of Destruction or Loss. If any custodian becomes aware that potentially relevant materials have been destroyed, lost, altered, or corrupted — whether intentionally, inadvertently, or through the operation of automated systems — they must immediately notify Adriana Voss and Calderwood & Harkness LLP. Prompt notification is essential so that remedial measures can be taken, and so that Lumos can fulfill its obligations to the court and opposing counsel regarding the preservation of evidence.

8. Periodic Reminders. The Litigation Hold Coordinator should issue periodic reminders of this hold — at minimum on a quarterly basis — to all custodians, reinforcing the obligation to preserve relevant materials and confirming that the hold remains in effect. Calderwood & Harkness LLP will coordinate with Ms. Voss on the timing and content of such reminders.

VIII. Consequences of Non-Compliance

The importance of compliance with this litigation hold cannot be overstated. Failure to comply with this litigation hold may result in serious legal consequences for Lumos, including but not limited to:

• Court-Imposed Sanctions: Courts have broad discretion to impose sanctions for the destruction or loss of relevant evidence, including monetary penalties, adverse evidentiary inferences, issue preclusion, and, in extreme cases, default judgment or dismissal;

• Adverse Evidentiary Inferences: If relevant evidence is destroyed or lost, the court may instruct the jury or finder of fact to presume that the destroyed evidence was unfavorable to Lumos. Such an instruction can be devastating to Lumos's defense;

• Potential Personal Liability: In certain circumstances, individual employees who fail to preserve evidence or who destroy evidence in violation of a litigation hold may face personal liability or contempt proceedings; and

• Undermining of Lumos's Defenses: The destruction of evidence that may support Lumos's defenses — such as records demonstrating that incident INC-5033 was caused by a Brindoval configuration change, or records demonstrating that Pinnacle's credit request for INC-4471 was untimely under §3.5 — could irreparably harm Lumos's ability to defend the case.

Intentional or negligent destruction of relevant evidence constitutes spoliation, which can have severe legal consequences in the pending dispute and, in some cases, may give rise to independent causes of action or criminal liability. All Lumos personnel are expected to treat this obligation with the utmost seriousness and to prioritize preservation of evidence as a critical legal and business imperative.

IX. Contact Information

For questions, guidance, or reporting regarding this litigation hold, the following individuals should be contacted:

Simone Laroche Lead Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7700

Email: slaroche@calderwoodharkness.com

Jeffrey Park Working Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7715

Email: jpark@calderwoodharkness.com

Mr. Park is available for day-to-day questions regarding document identification, collection procedures, and custodian coordination.

Linda Osei Responsible Partner Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7600

Email: losei@calderwoodharkness.com

Ms. Osei should be contacted for escalated matters, including disputes regarding the scope of the hold or potential privilege issues.

Adriana Voss General Counsel and Litigation Hold Coordinator Lumos Analytics Inc. 580 Howard Street, Suite 400 San Francisco, CA 94105 Tel: (415) 555-0142

Email: avoss@lumosanalytics.com

Ms. Voss is the internal point of contact for all preservation matters and custodian acknowledgments.

X. Acknowledgment

Each recipient of this memorandum is required to sign and return the acknowledgment below, confirming receipt, understanding, and commitment to comply with this litigation hold. Signed acknowledgments must be returned to Simone Laroche at Calderwood & Harkness LLP within five (5) business days of receipt of this memorandum (i.e., no later than May 22, 2023). Signed acknowledgments may be returned by email (scanned PDF) to slaroche@calderwoodharkness.com, with a copy to avoss@lumosanalytics.com.

LITIGATION HOLD ACKNOWLEDGMENT

I, the undersigned, hereby acknowledge that I have received, read, and understand the Litigation Hold Memorandum dated May 15, 2023, issued by Calderwood & Harkness LLP in connection with the Pinnacle Financial Holdings LLC SLA Credit Dispute (Calderwood & Harkness Matter No. 1008-00007). I understand my obligation to preserve all documents, communications, electronically stored information, and materials within my possession, custody, or control that fall within the scope of this hold. I commit to comply fully with the hold and to take all necessary steps within my area of responsibility to ensure that relevant materials are preserved. I understand that the hold remains in effect until I receive written notice from Calderwood & Harkness LLP that it has been lifted, and that failure to comply may result in serious legal consequences for Lumos Analytics Inc. and potentially for me individually.

ADRIANA VOSS General Counsel, Lumos Analytics Inc.

Signature: ________

Printed Name: Adriana Voss

Title: General Counsel

Date: ________

THOMAS KWAN VP of Engineering / SRE, Lumos Analytics Inc.

Signature: ________

Printed Name: Thomas Kwan

Title: VP of Engineering / SRE

Date: ________

RACHEL DOMINGUEZ VP of Customer Success, Lumos Analytics Inc.

Signature: ________

Printed Name: Rachel Dominguez

Title: VP of Customer Success

Date: ________

This memorandum is a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the addressees and other authorized recipients identified herein. This memorandum should not be disclosed, disseminated, distributed, or forwarded to any third party without the prior written consent of Calderwood & Harkness LLP. Unauthorized disclosure may result in a waiver of applicable privileges.

Calderwood & Harkness LLP	Matter No. 1008-00007	MSA-PFH-2021-0015
Term	Detail
MSA Effective Date	January 15, 2021
Initial Term	Three (3) years (January 15, 2021 – January 14, 2024)
Annual Subscription Fee	$1,440,000 per year ($120,000 per month)
Total Contract Value (Initial Term)	$4,320,000
Lumos Agreement Number	MSA-PFH-2021-0015
Incident No.	Date(s)	Alleged Duration	Pinnacle's Characterization
INC-4471	October 12–13, 2022	7 hours, 42 minutes	Complete platform unavailability
INC-4602	November 28, 2022	3 hours, 18 minutes	Material degradation of core analytics functionality
INC-4815	January 9–10, 2023	11 hours, 5 minutes	Complete platform unavailability; data pipeline failure
INC-5033	March 3–5, 2023	26 hours, 31 minutes	Extended platform outage; data integrity concerns

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
LITIGATION HOLD MEMORANDUM
May 15, 2023
FROM:
Simone Laroche, Lead Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111
TO:
Adriana Voss, General Counsel, Lumos Analytics Inc. Thomas Kwan, VP of Engineering / SRE, Lumos Analytics Inc. Rachel Dominguez, VP of Customer Success, Lumos Analytics Inc.
RE:
Litigation Hold — Pinnacle Financial Holdings LLC SLA Credit Dispute Calderwood & Harkness Matter No. 1008-00007 MSA Agreement No. MSA-PFH-2021-0015
CC:
Linda Osei, Responsible Partner, Calderwood & Harkness LLP Priya Anand, Billing Partner, Calderwood & Harkness LLP
I. Purpose and Legal Obligation
Calderwood & Harkness LLP has been retained by Lumos Analytics Inc. ("Lumos" or the "Company") to defend against a breach-of-contract claim asserted by Pinnacle Financial Holdings LLC ("Pinnacle") arising from the Master Services Agreement dated January 15, 2021 (the "MSA"), identified internally by Lumos under agreement number MSA-PFH-2021-0015. This engagement encompasses all aspects of the dispute, including pre-litigation negotiations, mediation proceedings required under the MSA, and any subsequent litigation that may be filed in state or federal court.
Pinnacle's claim was formalized in a demand letter dated May 1, 2023, transmitted by Pinnacle's outside counsel, Hargrove, Tillman & Burch LLP. In that demand letter, Pinnacle seeks a total of $2,870,000 in SLA credits, consequential damages, remediation costs, and claimed reputational harm. Specifically, Pinnacle alleges that Lumos failed to meet the contractually guaranteed uptime and response-time service levels established under Exhibit C to the MSA (the "Service Level Agreement" or "SLA"), and that such failures resulted in significant operational disruption, financial loss, and damage to Pinnacle's business relationships with its own clients and counterparties.
This memorandum constitutes a formal litigation hold notice. It requires the immediate preservation of all documents, communications, electronically stored information ("ESI"), and tangible materials potentially relevant to this dispute. The obligation to preserve evidence arises under both federal and California state law, and the duty attaches from the moment litigation is reasonably anticipated — which, for purposes of this matter, we deem to be no later than the date of Pinnacle's demand letter, May 1, 2023.
Lumos is under a clear and affirmative legal duty to preserve all potentially relevant materials. Failure to preserve such evidence may result in severe consequences, including but not limited to adverse inference instructions to a jury or finder of fact, monetary sanctions imposed by the court, evidentiary preclusion, or independent claims of spoliation. Courts in California and throughout the federal system have consistently held that a party's failure to implement and enforce a litigation hold in a timely and comprehensive manner constitutes grounds for sanctions, even where the destruction of evidence was not intentional. See, e.g., Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003); Camberwell & Co. v. Northgate & Co. Elecs. Co., 888 F. Supp. 2d 976 (N.D. Cal. 2012).
This obligation supersedes any and all document retention or destruction policies, automatic deletion schedules, routine purging protocols, or data lifecycle management procedures currently in effect at Lumos. To the extent that any Lumos policy or automated system would result in the deletion, modification, overwriting, or destruction of potentially relevant materials, that policy or system must be suspended immediately with respect to the categories of materials and custodians identified in this memorandum.
This litigation hold applies company-wide to all custodians identified herein, and it must remain in full force and effect until Calderwood & Harkness LLP provides written notice that the hold has been lifted. No Lumos employee, officer, director, or agent is authorized to release or modify this hold without the express written consent of Calderwood & Harkness LLP.
II. Background of the Dispute
The following summary provides the factual and contractual background necessary for recipients of this memorandum to understand the nature and scope of the dispute and to identify potentially relevant materials for preservation. This summary is based on information currently available to Calderwood & Harkness LLP and may be supplemented as the investigation progresses.
A. The Master Services Agreement
The MSA was executed on January 15, 2021 between Lumos Analytics Inc., a Delaware corporation headquartered at 580 Howard Street, Suite 400, San Francisco, CA 94105, and Pinnacle Financial Holdings LLC, a Delaware limited liability company with principal offices at 200 West Adams Street, Suite 3100, Chicago, IL 60606. Under the MSA, Lumos agreed to provide Pinnacle with access to and use of the Lumos proprietary data analytics platform, including hosting, maintenance, support, and related professional services, in exchange for subscription fees and other consideration.
Key Commercial Terms:
The MSA includes multiple exhibits, schedules, and ancillary documents. Of particular relevance to this dispute is Exhibit C — Service Level Agreement, which sets forth the parties' agreed-upon service level commitments, measurement methodologies, credit structures, and related procedures.
B. The Service Level Agreement (Exhibit C)
Exhibit C to the MSA establishes the following key service level commitments:
Uptime Commitment: Lumos committed to maintaining platform availability of 99.95% on a monthly basis, as measured against the total number of minutes in a given calendar month, less any Scheduled Maintenance Windows and Excluded Downtime as defined in the SLA.
P1 Incident Response Times: For Priority 1 ("P1") incidents — defined in the SLA as incidents involving complete platform unavailability or material degradation of core functionality affecting more than 50% of end users — Lumos committed to (i) an initial acknowledgment response time of fifteen (15) minutes or less from the time of incident detection or customer notification (whichever is earlier), and (ii) resolution or implementation of a commercially reasonable workaround within two (2) hours of the initial acknowledgment.
SLA Credit Structure (§3.2): The SLA establishes a tiered credit structure under which Pinnacle is entitled to service credits based on the severity and duration of SLA failures in a given calendar month. Credits are calculated as a percentage of the monthly subscription fee applicable to the affected month.
Rolling Credit Cap (§3.4): Total SLA credits are capped at 30% of the annual subscription fee on a rolling twelve (12) month basis, which equates to a maximum of $432,000 in credits over any twelve-month period.
Credit Request Procedure (§3.5): Pinnacle must submit a written credit request within thirty (30) calendar days of the end of the affected calendar month in order to be eligible for SLA credits. Requests submitted after the thirty-day deadline are deemed waived unless Lumos, in its sole discretion, elects to process the late submission.
Exclusions from Uptime Calculation (§2.3): Exhibit C provides that certain categories of downtime are excluded from the uptime calculation, including without limitation: (a) scheduled maintenance windows; (b) downtime caused by or attributable to customer infrastructure, networks, or third-party services not provided by Lumos; (c) force majeure events; and (d) downtime resulting from customer's failure to comply with Lumos's published technical requirements or recommendations.
C. Alleged Service Disruptions
Pinnacle alleges four service disruptions during the period from October 2022 through March 2023, each of which Pinnacle characterizes as a P1 incident and a breach of the SLA's uptime and response-time commitments. The incidents, as described in Pinnacle's demand letter, are as follows:
It is important to note that Lumos's own internal records may differ from Pinnacle's characterization of these incidents with respect to duration, severity, root cause, and the extent to which each incident constitutes an SLA breach. Part of the purpose of this litigation hold is to preserve all records that will allow Calderwood & Harkness LLP to conduct a thorough and independent analysis of each incident.
D. Pinnacle's Demand
In the demand letter dated May 1, 2023, Pinnacle, through its outside counsel at Hargrove, Tillman & Burch LLP, seeks aggregate damages of $2,870,000, broken down as follows:
•  SLA Credits: $120,000 (representing the maximum monthly credit for the most severely affected months)
•  Consequential / Lost Revenue Damages: $1,950,000 (Pinnacle claims that the outages caused disruption to its own client-facing financial analytics services, resulting in lost revenue and contractual penalties imposed by Pinnacle's own customers)
•  Internal Remediation Costs: $340,000 (including the cost of temporarily licensing a competing platform from TrueNorth Data Systems Inc. as a failover solution during the outage period, as well as internal labor and consulting costs incurred in connection with the migration and parallel operations)
•  Reputational Harm / Client Attrition: $460,000 (Pinnacle alleges that the outages caused reputational damage and contributed to the loss or attrition of certain of Pinnacle's own clients)
E. Pinnacle's Outside Counsel
Pinnacle is represented in this matter by Hargrove, Tillman & Burch LLP, 71 South Wacker Drive, Suite 4500, Chicago, IL 60606. The lead partner on the matter is Katherine Hargrove, and the working associate is Daniel Yun. All communications with Pinnacle regarding the dispute should be directed to Hargrove, Tillman & Burch and should not be made directly to Pinnacle personnel without prior coordination with Calderwood & Harkness LLP.
F. Governing Law and Dispute Resolution
The MSA is governed by the laws of the State of California, without regard to conflict-of-laws principles. Pursuant to Section 14.3 of the MSA, the parties have agreed to mandatory mediation in San Francisco, California as a prerequisite to the initiation of any litigation. If mediation is unsuccessful, either party may commence litigation in state or federal courts located in the City and County of San Francisco, California, and the parties have consented to the exclusive jurisdiction and venue of such courts.
III. Scope of the Litigation Hold
A. General Scope
This litigation hold covers all documents, records, data, communications, and materials — whether in paper, electronic, or any other format — that are potentially relevant to any aspect of the dispute between Lumos and Pinnacle. The concept of "potentially relevant" is intentionally broad and should be construed liberally. If there is any question as to whether a particular document or category of materials falls within the scope of this hold, the default presumption must be in favor of preservation, and the question should be referred to Calderwood & Harkness LLP for guidance.
Without limiting the generality of the foregoing, the hold encompasses all materials relating to:
(i) The MSA and all exhibits, schedules, amendments, order forms, statements of work, and ancillary documents thereto;
(ii) The SLA terms set forth in Exhibit C to the MSA, including uptime commitments, incident response-time requirements, credit structures, credit request procedures, and exclusions from uptime calculations;
(iii) Any of the four incidents identified by Pinnacle (INC-4471, INC-4602, INC-4815, and INC-5033), including their causes, duration, severity, remediation, and aftermath;
(iv) Lumos's uptime performance and monitoring, including all systems, tools, and methodologies used to measure, calculate, and report platform availability;
(v) Pinnacle's use of, access to, and experience with the Lumos platform and services;
(vi) Any and all communications with or about Pinnacle, including communications among Lumos personnel in which Pinnacle is discussed; and
(vii) Any third-party services, infrastructure providers, or vendors whose systems, actions, or omissions are relevant to any of the four incidents or to the performance of Lumos's obligations under the MSA.
Relevant Time Period: The relevant time period for preserved materials spans from January 1, 2021 (which pre-dates the execution of the MSA by fifteen days, in order to capture pre-execution negotiations and preparatory materials) through the present date and continuing until the litigation hold is lifted. Materials created or received after the date of this memorandum that fall within the categories described herein must also be preserved on an ongoing basis.
Possession, Custody, or Control: The hold applies to all materials in the possession, custody, or control of Lumos, regardless of the physical or electronic location of such materials. This includes materials stored on Lumos-owned servers, cloud-hosted platforms, third-party SaaS applications, personal devices used for business purposes, home offices, offsite storage facilities, and any other location where relevant materials may reside.
B. Categories of Materials to Be Preserved
The following categories are provided to assist Lumos personnel in identifying the types of materials that must be preserved. These categories are illustrative and not exhaustive. If any custodian possesses or is aware of materials that do not fall neatly within one of the categories below but may nonetheless be relevant to the dispute, those materials must also be preserved.
1. Contractual Documents.  All contractual documents relating to the Lumos-Pinnacle relationship must be preserved in their entirety, including but not limited to:
•  The executed MSA dated January 15, 2021 (MSA-PFH-2021-0015), including all exhibits (with particular emphasis on Exhibit C — Service Level Agreement), schedules, amendments, order forms, and statements of work, in all formats (original executed copies, counterpart signature pages, PDF versions, and any internal working copies);
•  All proposals, term sheets, requests for proposal (RFP) responses, negotiations, redlines, and successive drafts leading to the execution of the MSA, including any correspondence between the parties or between internal Lumos stakeholders regarding the negotiation of SLA terms, credit structures, uptime commitments, and liability limitations;
•  All renewal or amendment discussions and correspondence, including any discussions regarding potential modifications to the SLA terms, credit caps, or other provisions of Exhibit C;
•  Any side letters, addenda, letter agreements, memoranda of understanding, or informal written or oral understandings between the parties that supplement, modify, or clarify the terms of the MSA or Exhibit C; and
•  Any internal Lumos memoranda, presentations, or analyses prepared in connection with the negotiation, execution, or administration of the MSA.
2. Uptime and Performance Monitoring Data.  Uptime and performance data is central to both Pinnacle's claims and Lumos's defenses. Accordingly, all of the following must be preserved:
•  All data, reports, logs, dashboards, and telemetry from Sentinel Uptime Services Inc. ("Sentinel"), Lumos's third-party infrastructure monitoring and incident-response logging provider. Sentinel's primary point of contact is Brenda Hale, Director of Client Engineering, located at 2200 Mission College Blvd, Suite 100, Santa Clara, CA 95054. Sentinel data to be preserved includes, without limitation, all records relating to Lumos platform availability, uptime measurements, downtime events, incident detection, alerting, and escalation for the period January 2021 through the present;
•  All internal Lumos monitoring data, including but not limited to: real-time application performance monitoring (APM) logs generated by any APM tools deployed in the Lumos environment (e.g., Pinnacle Solutions, Ashford Technologies, Halcyon Solutions, or equivalent), server and infrastructure health metrics (CPU utilization, memory, disk I/O, network throughput), synthetic monitoring results and synthetic transaction logs, alerting system records (including alert configurations, trigger thresholds, and alert notification logs), and automated status-page snapshots (including any public or customer-facing status page history);
•  All documentation of uptime calculation methodologies, formulas, algorithms, and procedures used by Lumos to compute monthly uptime percentages, including any internal guidance documents, engineering specifications, or runbooks that describe how uptime is measured, what events are included or excluded from the calculation, and how the results are reported to customers;
•  All data relating to the Lumos disaster recovery environment designated as US-West-2, including but not limited to: failover activation logs, DR testing records, DR drill reports, runbook documentation, and any communications with Pinnacle regarding DR capabilities, failover procedures, recovery time objectives (RTO), or recovery point objectives (RPO); and
•  Any data reconciliation or discrepancy analyses comparing Lumos's internal uptime measurements with measurements reported by Sentinel or with measurements claimed by Pinnacle.
3. Incident Reports and Tickets.  The four incidents at the core of Pinnacle's claims must be documented thoroughly through the preservation of the following materials:
•  All internal incident reports, post-mortem analyses, root cause analyses ("RCAs"), after-action reports, blameless retrospectives, and lessons-learned documents prepared for incidents INC-4471, INC-4602, INC-4815, and INC-5033, in all draft and final versions;
•  All customer support tickets, helpdesk entries, case management records, and trouble tickets filed by or on behalf of Pinnacle during the period October 2022 through May 2023, including tickets filed through any customer portal, email-based ticketing system, or telephone support channel;
•  Internal escalation logs, on-call rotation records and schedules, Penrose Health IT (or equivalent alerting service) records including alert timestamps, acknowledgment times, escalation chains, and resolution annotations, and war-room or incident-command logs for each of the four incidents;
•  All P1 incident acknowledgment timestamps and resolution or workaround timestamps for each of the four incidents, as recorded in Lumos's incident management system and in any communications sent to Pinnacle;
•  Any internal engineering, SRE, DevOps, or infrastructure team communications discussing the incidents, including but not limited to Meridian Solutions channels (including dedicated incident channels such as #inc-4471, #inc-4602, #inc-4815, #inc-5033, or equivalent), Northgate Data Systems messages, internal chat logs, wiki pages, confluence pages, Jira tickets, and any other collaboration platform content; and
•  Any communications among Lumos engineers, SREs, or management regarding the frequency, pattern, or systemic nature of the incidents, including any discussions of whether the incidents reflected a recurring or systemic issue with the Lumos platform.
4. Communications with Pinnacle.  All communications between Lumos and Pinnacle are potentially relevant and must be preserved, including:
•  All email correspondence between any Lumos personnel and any Pinnacle personnel from January 2021 to present. Key Pinnacle contacts identified to date include, without limitation: Gerald R. Worthington (CEO), Diana Cho (CFO), Naveen Mistry (CTO), and Sandra Keppler (VP of Vendor Management). This list is not exhaustive, and emails to or from any Pinnacle employee or agent must be preserved;
•  All meeting notes, agendas, minutes, call logs, calendar invitations, and voicemail records related to Pinnacle, including notes from regularly scheduled check-in calls, executive sponsor meetings, and ad hoc discussions;
•  All formal and informal SLA credit requests submitted by Pinnacle, together with all internal processing, review, and approval records. Of particular importance: Pinnacle submitted a credit request for incident INC-4471 on December 14, 2022, which was forty-four (44) calendar days after the end of October 2022. Under §3.5 of Exhibit C, credit requests must be submitted within thirty (30) calendar days of the end of the affected calendar month. All records relating to the timeliness of that submission, any internal Lumos analysis of whether the submission was timely, any communications with Pinnacle regarding the timeliness issue, and any acknowledgments or responses from Lumos regarding the request must be preserved;
•  All account review presentations, quarterly business review ("QBR") decks, customer health reports, and executive briefing materials relating to Pinnacle;
•  All correspondence — whether internal or external — referencing Pinnacle's dissatisfaction, complaints, escalations, or threatened claims, including any communications in which Lumos personnel discuss the risk of litigation or dispute with Pinnacle; and
•  All correspondence with Pinnacle's outside counsel, Hargrove, Tillman & Burch LLP, including the May 1, 2023 demand letter and any subsequent communications.
5. Brindoval Cloud Infrastructure LLC Records.  Calderwood & Harkness LLP understands that Lumos has identified evidence suggesting that the most severe incident — INC-5033 (March 3–5, 2023) — may have been caused or materially contributed to by a configuration change at Brindoval Cloud Infrastructure LLC ("Brindoval"), the infrastructure-as-a-service ("IaaS") provider used by Pinnacle. This potential defense is of significant importance, and all related materials must be preserved:
•  All logs, communications, change records, incident notifications, status updates, and service bulletins from or relating to Brindoval Cloud Infrastructure LLC;
•  Any records documenting the specific configuration change at Brindoval that Lumos contends triggered or contributed to incident INC-5033, including timestamps, change descriptions, affected systems, and rollback information;
•  Any Lumos internal analyses, engineering assessments, technical investigations, or communications attributing INC-5033 (in whole or in part) to Brindoval infrastructure, Pinnacle's own cloud environment, or any other factor outside of Lumos's control;
•  Records of any interactions between Lumos engineering teams and Brindoval support personnel during or after INC-5033, including support tickets, email exchanges, phone call notes, and joint troubleshooting sessions;
•  A copy of Exhibit C, §2.3 ("Exclusions from Uptime Calculation") and any internal documents interpreting, analyzing, or applying the exclusion for downtime attributable to customer infrastructure or third-party services not provided by Lumos; and
•  Any internal legal or engineering analyses regarding whether the Brindoval-related downtime qualifies for exclusion under §2.3 and the evidentiary burden Lumos would bear in establishing such an exclusion.
6. Internal Business Records.  The following categories of internal business records must also be preserved:
•  All financial records relating to the Pinnacle account, including but not limited to: invoices issued to Pinnacle, payment records and receipts, revenue recognition entries, deferred revenue schedules, accounts receivable aging reports, and any write-offs or adjustments relating to the Pinnacle account;
•  Customer success records including Net Promoter Score (NPS) data, satisfaction survey responses, customer health scores, churn risk assessments, and customer sentiment analyses for Pinnacle;
•  All records reflecting Pinnacle's actual use of or access to the Lumos platform during the relevant period, including login and session data, feature usage analytics, API call volumes, data ingestion metrics, and any other usage telemetry;
•  Any internal analyses, projections, or forecasts regarding the Pinnacle account's renewal probability, upsell or cross-sell opportunities, churn risk, or lifetime value;
•  Board of directors materials, board committee materials, investor updates, management presentations, or reports to Ridgeline Capital Partners, LP (Lumos's private equity sponsor) that reference the Pinnacle account, SLA performance metrics, the pending dispute, or any related matters. This includes any materials prepared for board meetings, portfolio review sessions, or investor reporting cycles; and
•  Any internal communications among Lumos executives or management regarding the strategic importance of the Pinnacle account, the potential financial impact of the dispute, or the Company's approach to resolving the matter.
7. Insurance and Risk Management Records.  Lumos maintains relevant insurance coverage that may be implicated by this dispute. The following must be preserved:
•  All documents relating to Lumos's Technology Errors & Omissions / Cyber Liability insurance policy with Meridian Specialty Insurance Company, Policy No. MSI-TECH-2022-07841. The current policy period runs from July 1, 2022 to July 1, 2023, with a renewal period from July 1, 2023 to July 1, 2024. Materials to be preserved include: the policy form itself, all endorsements and riders, the insurance application and all supporting documentation submitted to Meridian, all claims correspondence, and all coverage analyses or opinions;
•  All communications with Velthorn Risk Advisors LLC, Lumos's insurance broker, regarding the Pinnacle claim or the potential for a claim. The primary broker contact is Neil Frazier, Account Executive at Velthorn Risk Advisors. These communications include any pre-claim notifications, claim reporting correspondence, coverage inquiries, and broker recommendations;
•  The claim tender submitted to Meridian Specialty Insurance Company on May 18, 2023, together with all supporting documentation provided to Meridian and any acknowledgment, reservation of rights letter, or coverage position correspondence received from Meridian; and
•  Records reflecting the key policy terms, including the $250,000 self-insured retention (SIR), the $5,000,000 per-occurrence limit, and the $10,000,000 aggregate limit, as well as any analysis of how these terms apply to the Pinnacle claim.
8. Competitor and Market intelligence.  
•  Any and all records relating to TrueNorth Data Systems Inc., the competitor platform that Pinnacle allegedly licensed on a temporary basis during the outage period as a failover or replacement solution. This includes any competitive intelligence reports, market analyses, feature comparison documents, win/loss analyses, sales battlecards, or communications in which TrueNorth is discussed in connection with the Pinnacle account or the dispute; and
•  Any records reflecting Lumos's awareness, prior to or during the relevant period, that Pinnacle was evaluating, testing, or licensing alternative platforms, including TrueNorth or any other competitor.
IV. Custodians Subject to the Hold
The following individuals, organizational units, and third parties are designated as custodians subject to this litigation hold. Each custodian is responsible for preserving all materials within their possession, custody, or control that fall within the scope of the hold as described in Section III above.
A. Primary Custodians (Lumos Analytics Inc.)
The following individuals are designated as primary custodians and bear direct responsibility for preservation within their respective areas:
1.  Adriana Voss — General Counsel. Ms. Voss is responsible for the overall coordination of the litigation hold, preservation of legal department files, and liaison with Calderwood & Harkness LLP.
2.  Thomas Kwan — VP of Engineering / SRE. Mr. Kwan is responsible for the preservation of all engineering, SRE, DevOps, and infrastructure-related materials, including monitoring data, incident records, and technical logs.
3.  Rachel Dominguez — VP of Customer Success. Ms. Dominguez is responsible for the preservation of all customer success, account management, and customer-facing materials relating to the Pinnacle account.
4.  Marcus Ellison — CEO. Mr. Ellison is a custodian to the extent of any communications regarding Pinnacle, the SLA dispute, board-level discussions, or communications with Ridgeline Capital Partners, LP.
5.  All members of the SRE / DevOps / infrastructure engineering team who had any involvement in the detection, triage, response, remediation, or post-mortem analysis of any of the four incidents (INC-4471, INC-4602, INC-4815, INC-5033). Thomas Kwan is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.
6.  All customer success managers and account managers assigned to the Pinnacle account at any time during the period January 2021 through present. Rachel Dominguez is responsible for identifying these individuals and ensuring they receive a copy of this memorandum.
7.  IT administrators responsible for email systems, collaboration tools (Meridian Solutions, Northgate Data Systems, etc.), monitoring platforms, backup and archival systems, and data retention configurations. These individuals are critical to the technical implementation of the litigation hold on Lumos's electronic systems.
B. Organizational Units
The following organizational units within Lumos are subject to the hold to the extent they possess materials within the scope described in Section III:
•  Engineering / SRE Department — All incident-related, monitoring, and infrastructure materials
•  Customer Success Department — All account management, QBR, and customer communication materials
•  Legal / Compliance Department — All contractual, dispute-related, and insurance materials
•  Finance / Accounting — Pinnacle billing records, invoices, payment history, and revenue recognition entries
•  Sales — Pinnacle account records, proposals, renewal discussions, and competitive intelligence
•  Executive Leadership — Communications regarding Pinnacle, the dispute, board reporting, and investor communications, to the extent such materials exist
C. Third-Party Custodians
Sentinel Uptime Services Inc. — Lumos must take immediate steps to ensure that Sentinel preserves all monitoring data, logs, reports, incident records, and related materials for the relevant period (January 2021 through present). Given the critical importance of Sentinel's data to this dispute, Adriana Voss or Thomas Kwan must issue a written preservation notice to Brenda Hale, Director of Client Engineering, at Sentinel Uptime Services Inc., no later than May 19, 2023. Calderwood & Harkness LLP can provide a template preservation letter upon request. A copy of the preservation notice sent to Sentinel should be forwarded to Calderwood & Harkness LLP for the file.
Any other third-party service providers whose records may be relevant to any of the four incidents or to the performance of the Lumos platform, including but not limited to cloud hosting providers, CDN providers, DNS providers, and any subcontractors or subprocessors involved in the delivery of services to Pinnacle. If any custodian is aware of such third-party providers, they should notify Calderwood & Harkness LLP immediately so that appropriate preservation steps can be taken.
V. Specific Preservation Instructions
The following instructions are provided to ensure that the litigation hold is implemented effectively and comprehensively. These instructions are mandatory and must be followed by all custodians and IT personnel.
A. Electronic Data
1.  Suspend Auto-Delete Policies. Immediately suspend all auto-delete policies, data retention purge schedules, automated archival processes, and data lifecycle management rules for all custodians and data categories identified in this memorandum. This includes, without limitation, email retention policies that automatically delete messages after a specified period, log rotation policies that overwrite older log files, and any scheduled database cleanup or pruning routines that could affect relevant data.
2.  Email Legal Hold. Ensure that the email accounts (including deleted items folders, sent items, drafts, archive folders, and journaled copies) of all identified custodians are placed on legal hold through the email system's native hold functionality (e.g., Ashgrove Software Litigation Hold, Severin Industries Vault hold, or equivalent). The hold must capture all existing email and prevent the permanent deletion of any email from the date the hold is applied. IT administrators should confirm in writing to Adriana Voss and Calderwood & Harkness LLP that the email hold has been implemented, specifying the accounts placed on hold and the date and time the hold was activated.
3.  Collaboration Platform Messages. Preserve all Meridian Solutions, Northgate Data Systems, or other collaboration platform messages, channels, direct messages, group messages, and shared files involving Pinnacle-related communications or incident-related discussions. This includes both public channels and private channels or direct messages. If the collaboration platform supports legal hold functionality, it should be activated for the relevant custodians and channels. If not, exports of the relevant channels and messages should be created and stored in a secure, read-only location.
4.  Incident Management System Data. Preserve all data in Lumos's incident management system (e.g., Penrose Health IT, ServiceNow, Jira Service Management, OpsGenie, or equivalent) related to incidents INC-4471, INC-4602, INC-4815, and INC-5033, including all ticket fields, comments, attachments, status change logs, timestamps, assignee histories, and linked records.
5.  Monitoring and Telemetry Data. Preserve all monitoring and telemetry data from Sentinel Uptime Services Inc. and from Lumos's internal monitoring infrastructure for the period January 2021 through present. This includes raw data exports, log files, metric time-series data, dashboard snapshots, alert histories, and any reports generated from such data. If any monitoring data is subject to retention limits that would result in loss or overwriting, immediate steps must be taken to export and archive such data before it is lost.
6.  Backups and Disaster Recovery Snapshots. Preserve all backup tapes, cloud backups, disaster recovery snapshots, and any other backup media that may contain relevant data. Backup media must not be overwritten, recycled, or destroyed. If Lumos's backup rotation schedule would result in the overwriting of tapes or snapshots containing relevant data, those tapes or snapshots must be pulled from the rotation and preserved separately.
7.  Hardware and Devices. Do not reimage, wipe, repurpose, decommission, or dispose of any servers, laptops, desktops, mobile devices, tablets, or storage media belonging to or used by any identified custodian without prior written approval from Calderwood & Harkness LLP. If a custodian's device needs to be replaced for operational reasons, the original device must be preserved and a forensic image should be created before the device is repurposed or disposed of.
B. Paper Documents
All physical files, notebooks, printed reports, printouts, handwritten notes, whiteboard photographs, and paper correspondence relating to the Pinnacle account or any of the four incidents must be identified, segregated, and preserved in a secure location. Do not shred, discard, recycle, or destroy any potentially relevant paper documents. If paper documents are commingled with other files, the relevant documents should be separated and clearly labeled as subject to the litigation hold.
C. Voicemail and Recordings
Preserve any voicemail messages, recorded telephone calls, videoconference recordings (e.g., Calderon Software, Granite Harbor Software, Northgate Data Systems recordings), and any other audio or video recordings of meetings, calls, or discussions with Pinnacle personnel or relating to any of the four incidents. If voicemail systems automatically delete messages after a specified period, steps must be taken to export or save relevant voicemails before they are deleted.
VI. Duration of the Hold
This litigation hold is effective immediately as of May 15, 2023, the date of this memorandum.
The hold will remain in full force and effect until Calderwood & Harkness LLP issues a written release of the hold. The duration of the hold is indefinite and is not tied to any particular milestone or date.
Even if the underlying dispute is resolved — whether through settlement, mediation, arbitration, judicial determination, or otherwise — the litigation hold will not be lifted without affirmative written notice from Calderwood & Harkness LLP. No Lumos employee, officer, or agent is authorized to release, modify, or narrow the scope of this hold without the express written consent of Calderwood & Harkness LLP.
Calderwood & Harkness LLP will periodically reassess the scope of the hold and may issue supplemental hold notices or modifications as the matter progresses. Any such modifications will be communicated in writing to the Litigation Hold Coordinator and relevant custodians.
VII. Compliance and Reporting Obligations
Effective implementation of this litigation hold requires the cooperation and diligence of each recipient and custodian. The following compliance and reporting obligations apply:
1.  Departmental Responsibility. Each recipient of this memorandum is responsible for ensuring compliance within their respective department or functional area. This includes disseminating the hold to subordinates and team members who may possess relevant materials, monitoring ongoing compliance, and reporting any issues or concerns to the Litigation Hold Coordinator.
2.  Litigation Hold Coordinator. Adriana Voss, as General Counsel of Lumos, is designated as the Litigation Hold Coordinator and the primary point of contact between Lumos and Calderwood & Harkness LLP for all matters relating to document preservation. Ms. Voss is responsible for overseeing the company-wide implementation of the hold, maintaining records of custodian acknowledgments, coordinating with IT to implement technical holds, and ensuring that the hold is periodically refreshed and reinforced.
3.  Engineering and Technical Data. Thomas Kwan is responsible for ensuring the preservation of all engineering, SRE, DevOps, infrastructure monitoring, and Sentinel Uptime Services data as described in this memorandum. Mr. Kwan should coordinate with the relevant engineering managers, SRE leads, and IT administrators to implement the necessary technical preservation measures and should confirm completion of these measures in writing to Ms. Voss and Calderwood & Harkness LLP.
4.  Customer Success Records. Rachel Dominguez is responsible for ensuring the preservation of all customer success records, account management files, QBR materials, and Pinnacle-related correspondence as described in this memorandum. Ms. Dominguez should identify all customer success personnel who have been assigned to the Pinnacle account and ensure that they receive and acknowledge this hold.
5.  Custodian Acknowledgments. Each custodian who receives this litigation hold memorandum must acknowledge receipt and understanding by responding in writing (email is acceptable) to Adriana Voss within five (5) business days of receipt. The acknowledgment should confirm that the custodian has read and understood the memorandum, has taken steps to preserve all relevant materials within their possession or control, and will comply with the hold on an ongoing basis. Ms. Voss should maintain a log of all acknowledgments received and should follow up promptly with any custodian who has not responded within the five-day period.
6.  Questions Regarding Scope. Any questions about whether particular materials fall within the scope of this hold should be directed to Simone Laroche at Calderwood & Harkness LLP at the contact information provided in Section IX below, or to the undersigned. When in doubt, preserve the materials in question and seek guidance. It is always better to over-preserve than to risk the destruction of relevant evidence.
7.  Reporting of Destruction or Loss. If any custodian becomes aware that potentially relevant materials have been destroyed, lost, altered, or corrupted — whether intentionally, inadvertently, or through the operation of automated systems — they must immediately notify Adriana Voss and Calderwood & Harkness LLP. Prompt notification is essential so that remedial measures can be taken, and so that Lumos can fulfill its obligations to the court and opposing counsel regarding the preservation of evidence.
8.  Periodic Reminders. The Litigation Hold Coordinator should issue periodic reminders of this hold — at minimum on a quarterly basis — to all custodians, reinforcing the obligation to preserve relevant materials and confirming that the hold remains in effect. Calderwood & Harkness LLP will coordinate with Ms. Voss on the timing and content of such reminders.
VIII. Consequences of Non-Compliance
The importance of compliance with this litigation hold cannot be overstated. Failure to comply with this litigation hold may result in serious legal consequences for Lumos, including but not limited to:
•  Court-Imposed Sanctions: Courts have broad discretion to impose sanctions for the destruction or loss of relevant evidence, including monetary penalties, adverse evidentiary inferences, issue preclusion, and, in extreme cases, default judgment or dismissal;
•  Adverse Evidentiary Inferences: If relevant evidence is destroyed or lost, the court may instruct the jury or finder of fact to presume that the destroyed evidence was unfavorable to Lumos. Such an instruction can be devastating to Lumos's defense;
•  Potential Personal Liability: In certain circumstances, individual employees who fail to preserve evidence or who destroy evidence in violation of a litigation hold may face personal liability or contempt proceedings; and
•  Undermining of Lumos's Defenses: The destruction of evidence that may support Lumos's defenses — such as records demonstrating that incident INC-5033 was caused by a Brindoval configuration change, or records demonstrating that Pinnacle's credit request for INC-4471 was untimely under §3.5 — could irreparably harm Lumos's ability to defend the case.
Intentional or negligent destruction of relevant evidence constitutes spoliation, which can have severe legal consequences in the pending dispute and, in some cases, may give rise to independent causes of action or criminal liability. All Lumos personnel are expected to treat this obligation with the utmost seriousness and to prioritize preservation of evidence as a critical legal and business imperative.
IX. Contact Information
For questions, guidance, or reporting regarding this litigation hold, the following individuals should be contacted:
Simone Laroche Lead Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7700
Email: slaroche@calderwoodharkness.com
Jeffrey Park Working Associate Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7715
Email: jpark@calderwoodharkness.com
Mr. Park is available for day-to-day questions regarding document identification, collection procedures, and custodian coordination.
Linda Osei Responsible Partner Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111 Tel: (415) 392-7600
Email: losei@calderwoodharkness.com
Ms. Osei should be contacted for escalated matters, including disputes regarding the scope of the hold or potential privilege issues.
Adriana Voss General Counsel and Litigation Hold Coordinator Lumos Analytics Inc. 580 Howard Street, Suite 400 San Francisco, CA 94105 Tel: (415) 555-0142
Email: avoss@lumosanalytics.com
Ms. Voss is the internal point of contact for all preservation matters and custodian acknowledgments.
X. Acknowledgment
Each recipient of this memorandum is required to sign and return the acknowledgment below, confirming receipt, understanding, and commitment to comply with this litigation hold. Signed acknowledgments must be returned to Simone Laroche at Calderwood & Harkness LLP within five (5) business days of receipt of this memorandum (i.e., no later than May 22, 2023). Signed acknowledgments may be returned by email (scanned PDF) to slaroche@calderwoodharkness.com, with a copy to avoss@lumosanalytics.com.
LITIGATION HOLD ACKNOWLEDGMENT
I, the undersigned, hereby acknowledge that I have received, read, and understand the Litigation Hold Memorandum dated May 15, 2023, issued by Calderwood & Harkness LLP in connection with the Pinnacle Financial Holdings LLC SLA Credit Dispute (Calderwood & Harkness Matter No. 1008-00007). I understand my obligation to preserve all documents, communications, electronically stored information, and materials within my possession, custody, or control that fall within the scope of this hold. I commit to comply fully with the hold and to take all necessary steps within my area of responsibility to ensure that relevant materials are preserved. I understand that the hold remains in effect until I receive written notice from Calderwood & Harkness LLP that it has been lifted, and that failure to comply may result in serious legal consequences for Lumos Analytics Inc. and potentially for me individually.
ADRIANA VOSS General Counsel, Lumos Analytics Inc.
Signature: ________
Printed Name: Adriana Voss
Title: General Counsel
Date: ________
THOMAS KWAN VP of Engineering / SRE, Lumos Analytics Inc.
Signature: ________
Printed Name: Thomas Kwan
Title: VP of Engineering / SRE
Date: ________
RACHEL DOMINGUEZ VP of Customer Success, Lumos Analytics Inc.
Signature: ________
Printed Name: Rachel Dominguez
Title: VP of Customer Success
Date: ________
This memorandum is a privileged and confidential attorney-client communication and attorney work product. It is intended solely for the use of the addressees and other authorized recipients identified herein. This memorandum should not be disclosed, disseminated, distributed, or forwarded to any third party without the prior written consent of Calderwood & Harkness LLP. Unauthorized disclosure may result in a waiver of applicable privileges.
Calderwood & Harkness LLP | Matter No. 1008-00007 | MSA-PFH-2021-0015
Term | Detail
MSA Effective Date | January 15, 2021
Initial Term | Three (3) years (January 15, 2021 – January 14, 2024)
Annual Subscription Fee | $1,440,000 per year ($120,000 per month)
Total Contract Value (Initial Term) | $4,320,000
Lumos Agreement Number | MSA-PFH-2021-0015
Incident No. | Date(s) | Alleged Duration | Pinnacle's Characterization
INC-4471 | October 12–13, 2022 | 7 hours, 42 minutes | Complete platform unavailability
INC-4602 | November 28, 2022 | 3 hours, 18 minutes | Material degradation of core analytics functionality
INC-4815 | January 9–10, 2023 | 11 hours, 5 minutes | Complete platform unavailability; data pipeline failure
INC-5033 | March 3–5, 2023 | 26 hours, 31 minutes | Extended platform outage; data integrity concerns

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT

LITIGATION HOLD MEMORANDUM

LITIGATION HOLD ACKNOWLEDGMENT

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