1008-00007 · Lumos Analytics Inc · Settlement

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AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

by and between

LUMOS ANALYTICS INC.

a Delaware corporation

and

PINNACLE FINANCIAL HOLDINGS LLC

a Delaware limited liability company

Effective as of December 8, 2023

Reference Agreement: Master Services Agreement dated January 15, 2021 Agreement No. MSA-PFH-2021-0015

AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

This Amendment No. 1 to Master Services Agreement (this "Amendment") is entered into as of December 8, 2023 (the "Amendment Effective Date"), by and between:

LUMOS ANALYTICS INC., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 580 Howard Street, Suite 400, San Francisco, California 94105 (the "Provider" or "Lumos"),

and

PINNACLE FINANCIAL HOLDINGS LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 200 West Adams Street, Suite 3100, Chicago, Illinois 60606 (the "Customer" or "Pinnacle").

Provider and Customer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider and Customer entered into that certain Master Services Agreement dated as of January 15, 2021 (Agreement No. MSA-PFH-2021-0015) (as amended from time to time, the "Agreement" or "MSA"), pursuant to which Provider provides Customer with access to its enterprise software-as-a-service ("SaaS") platform for real-time financial analytics, risk scoring, and regulatory compliance dashboards (collectively, the "Services");

WHEREAS, the Agreement has a three-year initial term commencing on January 15, 2021 and expiring on January 14, 2024 (the "Initial Term"), subject to the renewal and termination provisions set forth therein;

WHEREAS, the annual subscription fee payable by Customer to Provider under the Agreement during the Initial Term is One Million Four Hundred Forty Thousand Dollars ($1,440,000) per year, payable in equal monthly installments of One Hundred Twenty Thousand Dollars ($120,000) per month;

WHEREAS, the Parties have engaged in good-faith negotiations and have agreed to extend the term of the Agreement beyond the expiration of the Initial Term and to amend certain terms thereof, including, without limitation, the Service Level Agreement set forth in Exhibit C to the Agreement, and to adjust the subscription pricing applicable to the renewal term as more particularly described herein;

WHEREAS, this Amendment is entered into in connection with that certain Settlement Agreement and Mutual Release of even date herewith between the Parties (the "Settlement Agreement"), which resolves certain disputes between the Parties relating to service availability during the Initial Term, and provides for the application of specified service credits against invoices during the renewal term as further described therein;

WHEREAS, the Parties now desire to memorialize the agreed-upon amendments to the Agreement in accordance with Section 15.6 of the Agreement, which requires that any amendment or modification of the Agreement be in writing and signed by both Parties; and

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

Section 1. Definitions

1.1. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this Amendment and in the Agreement, the definition set forth in this Amendment shall control for purposes of this Amendment and the Agreement as amended hereby.

1.2. As used in this Amendment, the following terms shall have the meanings set forth below:

(a) "Amendment Effective Date" means December 8, 2023, the date first written above.

(b) "Renewal Term" means the period commencing on January 15, 2024 and ending on January 14, 2026, inclusive, being a period of two (2) years.

(c) "Amended Exhibit C" means Exhibit C to the Agreement (Service Level Agreement), as amended and restated by this Amendment and attached hereto as Attachment A.

(d) "Settlement Agreement" means the Settlement Agreement and Mutual Release between the Parties dated as of December 8, 2023, which is incorporated herein by reference solely for the limited purposes described in Section 5 of this Amendment.

(e) "Uptime Dashboard" has the meaning ascribed to such term in Section 4.3 of this Amendment.

(f) "Quarterly SLA Reviews" has the meaning ascribed to such term in Section 4.4 of this Amendment.

Section 2. Renewal of Term

2.1. The Parties acknowledge and agree that the Initial Term of the Agreement, as defined in Section 2.1 of the Agreement, is scheduled to expire on January 14, 2024.

2.2. Effective as of January 15, 2024, the Parties hereby renew and extend the term of the Agreement for a Renewal Term of two (2) years, commencing on January 15, 2024 and ending on January 14, 2026. During the Renewal Term, the Agreement shall continue in full force and effect on the terms and conditions set forth therein, as modified by this Amendment.

2.3. Unless further renewed or extended by mutual written agreement of the Parties executed in accordance with Section 15.6 of the Agreement, the Agreement shall automatically expire at the end of the Renewal Term on January 14, 2026, without further action by either Party. For the avoidance of doubt, any automatic renewal provisions set forth in Section 2.2 of the Agreement shall not apply to the Renewal Term, and the Agreement shall not renew beyond January 14, 2026 absent the express mutual written consent of both Parties.

2.4. All references in the Agreement to the "Term" shall be deemed to include the Renewal Term as extended by this Amendment. Any provisions of the Agreement that, by their nature, apply during the Term of the Agreement (including, without limitation, confidentiality obligations, intellectual property provisions, and indemnification obligations) shall continue in full force and effect throughout the Renewal Term.

Section 3. Amended Subscription Fees

3.1. Section 4.1 of the Agreement (Subscription Fees) is hereby amended as follows, effective as of the commencement of the Renewal Term on January 15, 2024:

(a) The annual subscription fee payable by Customer to Provider during the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000) per year, representing a reduction of Sixty Thousand Dollars ($60,000) per year (approximately 4.17%) from the annual subscription fee of One Million Four Hundred Forty Thousand Dollars ($1,440,000) applicable during the Initial Term.

(b) The annual subscription fee shall be payable in equal monthly installments of One Hundred Fifteen Thousand Dollars ($115,000) per month, due and payable in accordance with the payment terms and procedures set forth in Section 4.2 of the Agreement, which shall remain unchanged.

(c) The total aggregate contract value for the two-year Renewal Term shall be Two Million Seven Hundred Sixty Thousand Dollars ($2,760,000), calculated as follows: $1,380,000 per year × 2 years = $2,760,000.

3.2. The reduced subscription fee set forth in Section 3.1 above shall apply for the entirety of the Renewal Term and shall not be subject to further reduction or adjustment except as expressly provided in the Amended Exhibit C with respect to SLA credits earned by Customer in accordance with the credit structure set forth therein.

3.3. For the avoidance of doubt, the application of settlement service credits against Customer's Renewal Term invoices, as contemplated by and governed under the Settlement Agreement, is separate from and in addition to the fee reduction set forth in this Section 3. The fee reduction set forth in this Section 3 reflects an independently negotiated pricing adjustment for the Renewal Term and is not attributable to, or in consideration of, the matters addressed in the Settlement Agreement.

3.4. Except as expressly amended by this Section 3, all other payment-related provisions of the Agreement, including, without limitation, Section 4.2 (Payment Terms), Section 4.3 (Late Payments), and Section 4.4 (Taxes), shall remain in full force and effect and shall apply to all fees payable during the Renewal Term.

Section 4. Amendment and Restatement of Exhibit C (Service Level Agreement)

Exhibit C to the Agreement (Service Level Agreement) is hereby amended and restated as set forth in this Section 4. The Amended Exhibit C, which incorporates the amendments described below, is attached hereto as Attachment A and is incorporated into the Agreement by reference. Except as expressly modified by this Section 4, all other terms and conditions of Exhibit C to the Agreement shall remain in full force and effect.

4.1. Uptime Commitment

Section 1.1 of Exhibit C to the Agreement (Uptime Commitment) is hereby amended and restated in its entirety to read as follows:

"1.1 Uptime Commitment. Provider shall use commercially reasonable efforts to maintain the availability of the Services at a level of not less than ninety-nine and ninety-seven hundredths percent (99.97%) of the total minutes in each calendar month during the Term (the 'Uptime Commitment'). Uptime shall be calculated as set forth in Section 2 of this Exhibit C (Uptime Calculation Methodology), provided that the target availability shall be 99.97%. For reference purposes, the maximum allowable downtime under this Uptime Commitment for a standard thirty (30)-day calendar month (consisting of 43,200 total minutes) is approximately twelve and ninety-six hundredths (12.96) minutes per month."

The foregoing amended Uptime Commitment of 99.97% replaces the prior Uptime Commitment of 99.95% that was in effect during the Initial Term. All references in the Agreement and any Exhibits thereto to the Uptime Commitment shall be deemed to refer to the amended 99.97% standard effective as of the commencement of the Renewal Term.

4.2. SLA Credit Structure

(a) Section 3.2 of Exhibit C to the Agreement (SLA Credit Tiers) is hereby amended and restated to reflect credit tiers corresponding to the amended Uptime Commitment of 99.97%. The specific SLA credit tiers applicable during the Renewal Term shall be as set forth in the Amended Exhibit C attached hereto as Attachment A.

(b) The SLA credit cap set forth in Section 3.4 of Exhibit C to the Agreement shall continue to apply during the Renewal Term. For the avoidance of doubt, the aggregate SLA credits payable by Provider to Customer in any rolling twelve (12)-month period during the Renewal Term shall not exceed thirty percent (30%) of the annual subscription fee applicable to the Renewal Term, calculated as follows:

30% × $1,380,000 = $414,000 (the "SLA Credit Cap")

(c) All SLA credits shall be applied as credits against future invoices in accordance with the procedures set forth in the Amended Exhibit C and shall not be payable in cash except upon expiration or termination of the Agreement, in which case any accrued but unapplied SLA credits shall be refunded to Customer within forty-five (45) days following the effective date of expiration or termination.

4.3. Real-Time Uptime Dashboard Access

The following new provision is hereby added to Exhibit C to the Agreement as Section 5.1 thereof:

"5.1 Real-Time Uptime Dashboard. Provider shall provide Customer with access to a real-time uptime monitoring dashboard (the 'Uptime Dashboard') that displays current and historical availability metrics for the Services. The Uptime Dashboard shall be accessible via Customer's administrative portal at all times during the Term without additional charge and shall be available twenty-four (24) hours per day, seven (7) days per week, subject to reasonable downtime for maintenance of the dashboard functionality itself."

The Uptime Dashboard shall display, at a minimum, the following information:

(a) Real-time service availability status, including a clear indication of whether the Services are currently operational, experiencing degraded performance, or unavailable;

(b) Historical uptime percentage on a daily, weekly, and monthly basis, with the ability to view historical data for a rolling period of not less than twelve (12) months;

(c) An incident log with timestamps of any service disruptions, including the start time, end time, and duration of each incident, together with a brief description of the nature of the disruption;

(d) Response-time metrics for priority-one ("P1") incidents, including the time of initial acknowledgment and the time to resolution or implementation of a workaround; and

(e) A summary view showing the current month's uptime percentage in comparison to the Uptime Commitment of 99.97%.

Provider shall use commercially reasonable efforts to ensure that the Uptime Dashboard accurately reflects the monitoring data collected by Provider's infrastructure monitoring systems. In the event of any discrepancy between the data displayed on the Uptime Dashboard and the uptime data maintained by Provider's internal monitoring systems, the internal monitoring system data shall control for purposes of determining compliance with the Uptime Commitment and calculating any SLA credits, provided that Provider shall promptly investigate and resolve any such discrepancy upon notification by Customer.

4.4. Quarterly SLA Review Meetings

The following new provision is hereby added to Exhibit C to the Agreement as Section 5.2 thereof:

"5.2 Quarterly SLA Review Meetings. The Parties shall conduct quarterly service level review meetings ('Quarterly SLA Reviews') during the Renewal Term to review Provider's performance against the Service Level commitments set forth in this Exhibit C and to discuss any service-related matters."

The Quarterly SLA Reviews shall be conducted in accordance with the following requirements:

(a) Frequency. Quarterly SLA Reviews shall occur no less frequently than once per calendar quarter during the Renewal Term. Specific dates for each Quarterly SLA Review shall be mutually agreed upon by the Parties' designated representatives. In the absence of mutual agreement on a specific date, each Quarterly SLA Review shall be scheduled to occur within thirty (30) days following the end of each calendar quarter (i.e., within thirty days following March 31, June 30, September 30, and December 31 of each year during the Renewal Term).

(b) Attendees. Each Quarterly SLA Review shall be attended by, at a minimum, the following representatives of the Parties:

(i) From Provider: at least one (1) representative from Provider's Site Reliability Engineering ("SRE") team and one (1) representative from Provider's customer success or account management team; and

(ii) From Customer: at least one (1) representative from Customer's technology team and one (1) representative from Customer's vendor management team.

Additional attendees may be invited by either Party as reasonably necessary to address specific agenda items. Quarterly SLA Reviews may be conducted in person at a mutually agreed location or via video conference, at the Parties' discretion.

(i) Review of uptime performance for the preceding calendar quarter, including a comparison of actual availability against the Uptime Commitment of 99.97%;

(ii) Review of any incidents occurring during the preceding quarter and the root cause analyses associated therewith, including a discussion of corrective actions taken or planned by Provider to prevent recurrence;

(iii) Discussion of planned maintenance windows and any significant infrastructure changes anticipated by Provider during the upcoming quarter;

(iv) Review of any pending SLA credit requests submitted by Customer, including the status and expected resolution of each request; and

(v) Any other service-level-related matters raised by either Party, including, without limitation, performance optimization opportunities, capacity planning, and anticipated changes in Customer's usage patterns.

(d) Meeting Minutes. Provider shall prepare written meeting minutes for each Quarterly SLA Review and shall distribute such minutes to Customer within five (5) business days following the date of the applicable Quarterly SLA Review. Meeting minutes shall include a summary of the matters discussed, any action items identified, and the responsible Party and target completion date for each action item. Customer shall have ten (10) business days following receipt of the meeting minutes to provide any comments or corrections, after which the minutes shall be deemed final.

4.5. Exclusions from Uptime Calculation

Section 2.3 of Exhibit C to the Agreement (Exclusions from Uptime Calculation) shall remain in full force and effect without amendment. For the avoidance of doubt, and consistent with Section 2.3 of Exhibit C, the following categories of downtime shall continue to be excluded from the calculation of uptime for purposes of determining compliance with the Uptime Commitment:

(a) Downtime attributable to Customer's own infrastructure, systems, networks, or equipment;

(b) Downtime caused by third-party services, applications, or integrations not provided or controlled by Provider;

(c) Scheduled maintenance windows that have been communicated to Customer in accordance with the notice requirements set forth in Section 2.4 of Exhibit C; and

(d) Force majeure events as defined in Section 13.1 of the Agreement.

4.6. SLA Credit Request Procedure

Section 3.5 of Exhibit C to the Agreement (SLA Credit Request Procedure) shall remain in full force and effect without amendment. Customer must submit written SLA credit requests to Provider within thirty (30) calendar days following the end of the affected calendar month. Credit requests submitted after such thirty (30)-day period shall be deemed waived. All credit requests shall be submitted to Provider's designated support contact in writing and shall include sufficient detail to permit Provider to verify the claimed downtime, including, at a minimum, the date(s) and time(s) of the alleged service unavailability.

4.7. P1 Incident Response Time

The priority-one ("P1") incident response time commitments set forth in Exhibit C to the Agreement shall remain unchanged during the Renewal Term. For reference, the P1 incident response time commitments are as follows:

(a) Initial Acknowledgment: Provider shall acknowledge receipt of a P1 incident report within fifteen (15) minutes of receipt;

(b) Resolution or Workaround: Provider shall use commercially reasonable efforts to resolve the P1 incident or implement a reasonable workaround within two (2) hours of initial acknowledgment.

These P1 response time commitments apply to incidents classified as P1 in accordance with the incident severity classification matrix set forth in Exhibit C, Section 4.1 of the Agreement.

Section 5. Settlement Credits

5.1. The Parties acknowledge that, pursuant to the Settlement Agreement, Provider has agreed to provide Customer with aggregate service credits in the amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"), which Settlement Credits shall be applied against Customer's Renewal Term invoices in the manner and on the schedule set forth in the Settlement Agreement. The terms governing the application, timing, and allocation of the Settlement Credits are set forth exclusively in the Settlement Agreement and are incorporated herein by reference solely for informational purposes.

5.2. The Settlement Credits are separate from and independent of any SLA credits to which Customer may become entitled under the Amended Exhibit C during the Renewal Term. The Settlement Credits shall not reduce, offset, or otherwise affect Customer's right to earn and receive SLA credits under the Amended Exhibit C based on Provider's actual uptime performance during the Renewal Term.

5.3. Nothing in this Amendment shall be construed as an admission of fault, liability, or wrongdoing by either Party with respect to the matters resolved in the Settlement Agreement. The Parties' respective rights, obligations, representations, and releases with respect to such matters are governed exclusively by the Settlement Agreement.

Section 6. Limitation of Liability

6.1. Section 11.2 of the Agreement (Aggregate Liability Cap) shall remain in full force and effect during the Renewal Term. For the avoidance of doubt, the aggregate liability cap applicable during the Renewal Term shall be calculated based on twelve (12) months of fees paid or payable by Customer under the Renewal Term pricing. Accordingly, the aggregate liability cap during the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000), representing the total fees paid or payable by Customer in the twelve (12)-month period immediately preceding the event giving rise to the applicable claim.

6.2. Section 11.3 of the Agreement (Exclusion of Indirect Damages) shall remain in full force and effect without amendment. For the avoidance of doubt, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, or any damages for lost profits, lost revenues, loss of data, or loss of business opportunity, arising out of or in connection with the Agreement or this Amendment, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and regardless of whether such Party has been advised of the possibility of such damages, except as otherwise expressly provided in Section 11.4 of the Agreement (Carve-Outs to Limitation of Liability).

Section 7. No Other Amendments

7.1. Except as expressly modified, amended, or supplemented by this Amendment, all terms, conditions, covenants, representations, warranties, and obligations set forth in the Agreement (including all Exhibits, Schedules, and Attachments thereto, as amended hereby) shall remain in full force and effect and are hereby ratified and confirmed in their entirety by the Parties.

7.2. In the event of any conflict or inconsistency between the terms and conditions of this Amendment and the terms and conditions of the Agreement (including any Exhibit thereto), the terms and conditions of this Amendment shall govern and control to the extent of such conflict or inconsistency.

7.3. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 8. Governing Law

8.1. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

8.2. The foregoing governing law provision is consistent with, and supplements, Section 14.1 of the Agreement.

Section 9. Dispute Resolution

9.1. Any dispute, controversy, or claim arising out of or relating to this Amendment, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution procedures set forth in Section 14.3 of the Agreement, which are incorporated herein by reference.

9.2. Consistent with Section 14.3 of the Agreement, the Parties agree that prior to initiating any litigation, the Parties shall first attempt to resolve any such dispute through mandatory mediation conducted in San Francisco, California, administered by a mutually agreed-upon mediator. If the Parties are unable to resolve the dispute through mediation within sixty (60) days of the initiation of mediation proceedings (or such longer period as the Parties may mutually agree), either Party may pursue its remedies in a court of competent jurisdiction.

9.3. The Parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of San Francisco, California, for any litigation arising out of or relating to this Amendment, and each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment in such courts, including any objection based on the grounds of forum non conveniens.

Section 10. Counterparts and Electronic Execution

10.1. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It shall not be necessary that each Party execute the same counterpart.

10.2. Delivery of an executed counterpart of this Amendment by electronic means, including by portable document format ("PDF") transmission, facsimile, or through the use of electronic signature platforms (including, without limitation, Brightwater Software or Ashford Health IT), shall be equally effective as delivery of a manually executed counterpart. Each Party agrees that its electronic signature shall have the same legal force and effect as a manual signature.

Section 11. Entire Agreement

11.1. This Amendment, together with the Agreement (as amended hereby), the Settlement Agreement, and all Exhibits, Schedules, and Attachments thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, warranties, understandings, and communications, whether written or oral, between the Parties with respect to the subject matter hereof.

11.2. No amendment, modification, supplement, or waiver of any provision of this Amendment shall be effective unless set forth in a writing signed by both Parties.

[Signature Page Follows]

SIGNATURE PAGE TO AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Master Services Agreement as of the Amendment Effective Date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Adriana Voss

Title: General Counsel

Date: December 8, 2023

PINNACLE FINANCIAL HOLDINGS LLC

By: ________

Name: Gerald R. Worthington

Title: Chief Executive Officer

Date: December 8, 2023

ATTACHMENT A

AMENDED AND RESTATED EXHIBIT C — SERVICE LEVEL AGREEMENT

(Summary of Key Amended Terms)

The following sets forth a summary of the key parameters of the Service Level Agreement as amended and restated by Amendment No. 1 to the Master Services Agreement, effective as of the commencement of the Renewal Term on January 15, 2024. This Attachment A is incorporated into and forms a part of the Agreement. Except as expressly modified herein, all other terms and conditions of the original Exhibit C to the Agreement shall remain in full force and effect.

SLA Credit Tiers (Amended)

The following SLA credit tiers shall apply during the Renewal Term, keyed to the amended Uptime Commitment of 99.97%:

All SLA credits are subject to the SLA Credit Cap of $414,000 in any rolling twelve (12)-month period. SLA credits shall be applied as credits against future invoices unless the Agreement has expired or been terminated, in which case accrued but unapplied credits shall be refunded within forty-five (45) days. SLA credit entitlements under this Exhibit C are separate from and independent of any Settlement Credits applied under the Settlement Agreement.

[End of Attachment A]

[End of Amendment No. 1]

SLA Parameter	Amended Term
Uptime Commitment	99.97% availability, measured on a calendar monthly basis
Maximum Allowable Downtime	Approximately 12.96 minutes per 30-day month
P1 Incident Response — Acknowledgment	≤ 15 minutes from receipt of incident report
P1 Incident Response — Resolution/Workaround	≤ 2 hours from initial acknowledgment
SLA Credit Cap	30% of annual subscription fee in any rolling 12-month period ($414,000 based on Renewal Term pricing of $1,380,000/year)
Credit Request Deadline	30 calendar days from the end of the affected calendar month (Section 3.5, unchanged)
Exclusions from Uptime Calculation	Downtime caused by Customer infrastructure or third-party services not provided by Provider; scheduled maintenance; force majeure events (Section 2.3, unchanged)
Real-Time Uptime Dashboard	Provider to make available via Customer's administrative portal at all times during the Term; displays real-time status, historical uptime, incident log, and P1 response metrics
Quarterly SLA Review Meetings	Minimum once per calendar quarter; attendees from Provider's SRE and account management teams and Customer's technology and vendor management teams; agenda as specified in Section 4.4 of the Amendment; meeting minutes within 5 business days
Monthly Uptime Percentage	Service Credit (% of Monthly Subscription Fee)
99.97% or above	No credit
99.95% to less than 99.97%	5%
99.90% to less than 99.95%	10%
99.50% to less than 99.90%	15%
99.00% to less than 99.50%	25%
Below 99.00%	30%

AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT
by and between
LUMOS ANALYTICS INC.
a Delaware corporation
and
PINNACLE FINANCIAL HOLDINGS LLC
a Delaware limited liability company
Effective as of December 8, 2023
Reference Agreement: Master Services Agreement dated January 15, 2021 Agreement No. MSA-PFH-2021-0015
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT
This Amendment No. 1 to Master Services Agreement (this "Amendment") is entered into as of December 8, 2023 (the "Amendment Effective Date"), by and between:
LUMOS ANALYTICS INC., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 580 Howard Street, Suite 400, San Francisco, California 94105 (the "Provider" or "Lumos"),
and
PINNACLE FINANCIAL HOLDINGS LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 200 West Adams Street, Suite 3100, Chicago, Illinois 60606 (the "Customer" or "Pinnacle").
Provider and Customer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Provider and Customer entered into that certain Master Services Agreement dated as of January 15, 2021 (Agreement No. MSA-PFH-2021-0015) (as amended from time to time, the "Agreement" or "MSA"), pursuant to which Provider provides Customer with access to its enterprise software-as-a-service ("SaaS") platform for real-time financial analytics, risk scoring, and regulatory compliance dashboards (collectively, the "Services");
WHEREAS, the Agreement has a three-year initial term commencing on January 15, 2021 and expiring on January 14, 2024 (the "Initial Term"), subject to the renewal and termination provisions set forth therein;
WHEREAS, the annual subscription fee payable by Customer to Provider under the Agreement during the Initial Term is One Million Four Hundred Forty Thousand Dollars ($1,440,000) per year, payable in equal monthly installments of One Hundred Twenty Thousand Dollars ($120,000) per month;
WHEREAS, the Parties have engaged in good-faith negotiations and have agreed to extend the term of the Agreement beyond the expiration of the Initial Term and to amend certain terms thereof, including, without limitation, the Service Level Agreement set forth in Exhibit C to the Agreement, and to adjust the subscription pricing applicable to the renewal term as more particularly described herein;
WHEREAS, this Amendment is entered into in connection with that certain Settlement Agreement and Mutual Release of even date herewith between the Parties (the "Settlement Agreement"), which resolves certain disputes between the Parties relating to service availability during the Initial Term, and provides for the application of specified service credits against invoices during the renewal term as further described therein;
WHEREAS, the Parties now desire to memorialize the agreed-upon amendments to the Agreement in accordance with Section 15.6 of the Agreement, which requires that any amendment or modification of the Agreement be in writing and signed by both Parties; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Definitions
1.1. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this Amendment and in the Agreement, the definition set forth in this Amendment shall control for purposes of this Amendment and the Agreement as amended hereby.
1.2. As used in this Amendment, the following terms shall have the meanings set forth below:
(a) "Amendment Effective Date" means December 8, 2023, the date first written above.
(b) "Renewal Term" means the period commencing on January 15, 2024 and ending on January 14, 2026, inclusive, being a period of two (2) years.
(c) "Amended Exhibit C" means Exhibit C to the Agreement (Service Level Agreement), as amended and restated by this Amendment and attached hereto as Attachment A.
(d) "Settlement Agreement" means the Settlement Agreement and Mutual Release between the Parties dated as of December 8, 2023, which is incorporated herein by reference solely for the limited purposes described in Section 5 of this Amendment.
(e) "Uptime Dashboard" has the meaning ascribed to such term in Section 4.3 of this Amendment.
(f) "Quarterly SLA Reviews" has the meaning ascribed to such term in Section 4.4 of this Amendment.
Section 2. Renewal of Term
2.1. The Parties acknowledge and agree that the Initial Term of the Agreement, as defined in Section 2.1 of the Agreement, is scheduled to expire on January 14, 2024.
2.2. Effective as of January 15, 2024, the Parties hereby renew and extend the term of the Agreement for a Renewal Term of two (2) years, commencing on January 15, 2024 and ending on January 14, 2026. During the Renewal Term, the Agreement shall continue in full force and effect on the terms and conditions set forth therein, as modified by this Amendment.
2.3. Unless further renewed or extended by mutual written agreement of the Parties executed in accordance with Section 15.6 of the Agreement, the Agreement shall automatically expire at the end of the Renewal Term on January 14, 2026, without further action by either Party. For the avoidance of doubt, any automatic renewal provisions set forth in Section 2.2 of the Agreement shall not apply to the Renewal Term, and the Agreement shall not renew beyond January 14, 2026 absent the express mutual written consent of both Parties.
2.4. All references in the Agreement to the "Term" shall be deemed to include the Renewal Term as extended by this Amendment. Any provisions of the Agreement that, by their nature, apply during the Term of the Agreement (including, without limitation, confidentiality obligations, intellectual property provisions, and indemnification obligations) shall continue in full force and effect throughout the Renewal Term.
Section 3. Amended Subscription Fees
3.1. Section 4.1 of the Agreement (Subscription Fees) is hereby amended as follows, effective as of the commencement of the Renewal Term on January 15, 2024:
(a) The annual subscription fee payable by Customer to Provider during the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000) per year, representing a reduction of Sixty Thousand Dollars ($60,000) per year (approximately 4.17%) from the annual subscription fee of One Million Four Hundred Forty Thousand Dollars ($1,440,000) applicable during the Initial Term.
(b) The annual subscription fee shall be payable in equal monthly installments of One Hundred Fifteen Thousand Dollars ($115,000) per month, due and payable in accordance with the payment terms and procedures set forth in Section 4.2 of the Agreement, which shall remain unchanged.
(c) The total aggregate contract value for the two-year Renewal Term shall be Two Million Seven Hundred Sixty Thousand Dollars ($2,760,000), calculated as follows: $1,380,000 per year × 2 years = $2,760,000.
3.2. The reduced subscription fee set forth in Section 3.1 above shall apply for the entirety of the Renewal Term and shall not be subject to further reduction or adjustment except as expressly provided in the Amended Exhibit C with respect to SLA credits earned by Customer in accordance with the credit structure set forth therein.
3.3. For the avoidance of doubt, the application of settlement service credits against Customer's Renewal Term invoices, as contemplated by and governed under the Settlement Agreement, is separate from and in addition to the fee reduction set forth in this Section 3. The fee reduction set forth in this Section 3 reflects an independently negotiated pricing adjustment for the Renewal Term and is not attributable to, or in consideration of, the matters addressed in the Settlement Agreement.
3.4. Except as expressly amended by this Section 3, all other payment-related provisions of the Agreement, including, without limitation, Section 4.2 (Payment Terms), Section 4.3 (Late Payments), and Section 4.4 (Taxes), shall remain in full force and effect and shall apply to all fees payable during the Renewal Term.
Section 4. Amendment and Restatement of Exhibit C (Service Level Agreement)
Exhibit C to the Agreement (Service Level Agreement) is hereby amended and restated as set forth in this Section 4. The Amended Exhibit C, which incorporates the amendments described below, is attached hereto as Attachment A and is incorporated into the Agreement by reference. Except as expressly modified by this Section 4, all other terms and conditions of Exhibit C to the Agreement shall remain in full force and effect.
4.1. Uptime Commitment
Section 1.1 of Exhibit C to the Agreement (Uptime Commitment) is hereby amended and restated in its entirety to read as follows:
"1.1 Uptime Commitment. Provider shall use commercially reasonable efforts to maintain the availability of the Services at a level of not less than ninety-nine and ninety-seven hundredths percent (99.97%) of the total minutes in each calendar month during the Term (the 'Uptime Commitment'). Uptime shall be calculated as set forth in Section 2 of this Exhibit C (Uptime Calculation Methodology), provided that the target availability shall be 99.97%. For reference purposes, the maximum allowable downtime under this Uptime Commitment for a standard thirty (30)-day calendar month (consisting of 43,200 total minutes) is approximately twelve and ninety-six hundredths (12.96) minutes per month."
The foregoing amended Uptime Commitment of 99.97% replaces the prior Uptime Commitment of 99.95% that was in effect during the Initial Term. All references in the Agreement and any Exhibits thereto to the Uptime Commitment shall be deemed to refer to the amended 99.97% standard effective as of the commencement of the Renewal Term.
4.2. SLA Credit Structure
(a) Section 3.2 of Exhibit C to the Agreement (SLA Credit Tiers) is hereby amended and restated to reflect credit tiers corresponding to the amended Uptime Commitment of 99.97%. The specific SLA credit tiers applicable during the Renewal Term shall be as set forth in the Amended Exhibit C attached hereto as Attachment A.
(b) The SLA credit cap set forth in Section 3.4 of Exhibit C to the Agreement shall continue to apply during the Renewal Term. For the avoidance of doubt, the aggregate SLA credits payable by Provider to Customer in any rolling twelve (12)-month period during the Renewal Term shall not exceed thirty percent (30%) of the annual subscription fee applicable to the Renewal Term, calculated as follows:
30% × $1,380,000 = $414,000 (the "SLA Credit Cap")
(c) All SLA credits shall be applied as credits against future invoices in accordance with the procedures set forth in the Amended Exhibit C and shall not be payable in cash except upon expiration or termination of the Agreement, in which case any accrued but unapplied SLA credits shall be refunded to Customer within forty-five (45) days following the effective date of expiration or termination.
4.3. Real-Time Uptime Dashboard Access
The following new provision is hereby added to Exhibit C to the Agreement as Section 5.1 thereof:
"5.1 Real-Time Uptime Dashboard. Provider shall provide Customer with access to a real-time uptime monitoring dashboard (the 'Uptime Dashboard') that displays current and historical availability metrics for the Services. The Uptime Dashboard shall be accessible via Customer's administrative portal at all times during the Term without additional charge and shall be available twenty-four (24) hours per day, seven (7) days per week, subject to reasonable downtime for maintenance of the dashboard functionality itself."
The Uptime Dashboard shall display, at a minimum, the following information:
(a) Real-time service availability status, including a clear indication of whether the Services are currently operational, experiencing degraded performance, or unavailable;
(b) Historical uptime percentage on a daily, weekly, and monthly basis, with the ability to view historical data for a rolling period of not less than twelve (12) months;
(c) An incident log with timestamps of any service disruptions, including the start time, end time, and duration of each incident, together with a brief description of the nature of the disruption;
(d) Response-time metrics for priority-one ("P1") incidents, including the time of initial acknowledgment and the time to resolution or implementation of a workaround; and
(e) A summary view showing the current month's uptime percentage in comparison to the Uptime Commitment of 99.97%.
Provider shall use commercially reasonable efforts to ensure that the Uptime Dashboard accurately reflects the monitoring data collected by Provider's infrastructure monitoring systems. In the event of any discrepancy between the data displayed on the Uptime Dashboard and the uptime data maintained by Provider's internal monitoring systems, the internal monitoring system data shall control for purposes of determining compliance with the Uptime Commitment and calculating any SLA credits, provided that Provider shall promptly investigate and resolve any such discrepancy upon notification by Customer.
4.4. Quarterly SLA Review Meetings
The following new provision is hereby added to Exhibit C to the Agreement as Section 5.2 thereof:
"5.2 Quarterly SLA Review Meetings. The Parties shall conduct quarterly service level review meetings ('Quarterly SLA Reviews') during the Renewal Term to review Provider's performance against the Service Level commitments set forth in this Exhibit C and to discuss any service-related matters."
The Quarterly SLA Reviews shall be conducted in accordance with the following requirements:
(a) Frequency. Quarterly SLA Reviews shall occur no less frequently than once per calendar quarter during the Renewal Term. Specific dates for each Quarterly SLA Review shall be mutually agreed upon by the Parties' designated representatives. In the absence of mutual agreement on a specific date, each Quarterly SLA Review shall be scheduled to occur within thirty (30) days following the end of each calendar quarter (i.e., within thirty days following March 31, June 30, September 30, and December 31 of each year during the Renewal Term).
(b) Attendees. Each Quarterly SLA Review shall be attended by, at a minimum, the following representatives of the Parties:
(i) From Provider: at least one (1) representative from Provider's Site Reliability Engineering ("SRE") team and one (1) representative from Provider's customer success or account management team; and
(ii) From Customer: at least one (1) representative from Customer's technology team and one (1) representative from Customer's vendor management team.
Additional attendees may be invited by either Party as reasonably necessary to address specific agenda items. Quarterly SLA Reviews may be conducted in person at a mutually agreed location or via video conference, at the Parties' discretion.
(c) Agenda. The agenda for each Quarterly SLA Review shall include, at a minimum, the following items:
(i) Review of uptime performance for the preceding calendar quarter, including a comparison of actual availability against the Uptime Commitment of 99.97%;
(ii) Review of any incidents occurring during the preceding quarter and the root cause analyses associated therewith, including a discussion of corrective actions taken or planned by Provider to prevent recurrence;
(iii) Discussion of planned maintenance windows and any significant infrastructure changes anticipated by Provider during the upcoming quarter;
(iv) Review of any pending SLA credit requests submitted by Customer, including the status and expected resolution of each request; and
(v) Any other service-level-related matters raised by either Party, including, without limitation, performance optimization opportunities, capacity planning, and anticipated changes in Customer's usage patterns.
(d) Meeting Minutes. Provider shall prepare written meeting minutes for each Quarterly SLA Review and shall distribute such minutes to Customer within five (5) business days following the date of the applicable Quarterly SLA Review. Meeting minutes shall include a summary of the matters discussed, any action items identified, and the responsible Party and target completion date for each action item. Customer shall have ten (10) business days following receipt of the meeting minutes to provide any comments or corrections, after which the minutes shall be deemed final.
4.5. Exclusions from Uptime Calculation
Section 2.3 of Exhibit C to the Agreement (Exclusions from Uptime Calculation) shall remain in full force and effect without amendment. For the avoidance of doubt, and consistent with Section 2.3 of Exhibit C, the following categories of downtime shall continue to be excluded from the calculation of uptime for purposes of determining compliance with the Uptime Commitment:
(a) Downtime attributable to Customer's own infrastructure, systems, networks, or equipment;
(b) Downtime caused by third-party services, applications, or integrations not provided or controlled by Provider;
(c) Scheduled maintenance windows that have been communicated to Customer in accordance with the notice requirements set forth in Section 2.4 of Exhibit C; and
(d) Force majeure events as defined in Section 13.1 of the Agreement.
4.6. SLA Credit Request Procedure
Section 3.5 of Exhibit C to the Agreement (SLA Credit Request Procedure) shall remain in full force and effect without amendment. Customer must submit written SLA credit requests to Provider within thirty (30) calendar days following the end of the affected calendar month. Credit requests submitted after such thirty (30)-day period shall be deemed waived. All credit requests shall be submitted to Provider's designated support contact in writing and shall include sufficient detail to permit Provider to verify the claimed downtime, including, at a minimum, the date(s) and time(s) of the alleged service unavailability.
4.7. P1 Incident Response Time
The priority-one ("P1") incident response time commitments set forth in Exhibit C to the Agreement shall remain unchanged during the Renewal Term. For reference, the P1 incident response time commitments are as follows:
(a) Initial Acknowledgment: Provider shall acknowledge receipt of a P1 incident report within fifteen (15) minutes of receipt;
(b) Resolution or Workaround: Provider shall use commercially reasonable efforts to resolve the P1 incident or implement a reasonable workaround within two (2) hours of initial acknowledgment.
These P1 response time commitments apply to incidents classified as P1 in accordance with the incident severity classification matrix set forth in Exhibit C, Section 4.1 of the Agreement.
Section 5. Settlement Credits
5.1. The Parties acknowledge that, pursuant to the Settlement Agreement, Provider has agreed to provide Customer with aggregate service credits in the amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"), which Settlement Credits shall be applied against Customer's Renewal Term invoices in the manner and on the schedule set forth in the Settlement Agreement. The terms governing the application, timing, and allocation of the Settlement Credits are set forth exclusively in the Settlement Agreement and are incorporated herein by reference solely for informational purposes.
5.2. The Settlement Credits are separate from and independent of any SLA credits to which Customer may become entitled under the Amended Exhibit C during the Renewal Term. The Settlement Credits shall not reduce, offset, or otherwise affect Customer's right to earn and receive SLA credits under the Amended Exhibit C based on Provider's actual uptime performance during the Renewal Term.
5.3. Nothing in this Amendment shall be construed as an admission of fault, liability, or wrongdoing by either Party with respect to the matters resolved in the Settlement Agreement. The Parties' respective rights, obligations, representations, and releases with respect to such matters are governed exclusively by the Settlement Agreement.
Section 6. Limitation of Liability
6.1. Section 11.2 of the Agreement (Aggregate Liability Cap) shall remain in full force and effect during the Renewal Term. For the avoidance of doubt, the aggregate liability cap applicable during the Renewal Term shall be calculated based on twelve (12) months of fees paid or payable by Customer under the Renewal Term pricing. Accordingly, the aggregate liability cap during the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000), representing the total fees paid or payable by Customer in the twelve (12)-month period immediately preceding the event giving rise to the applicable claim.
6.2. Section 11.3 of the Agreement (Exclusion of Indirect Damages) shall remain in full force and effect without amendment. For the avoidance of doubt, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, or any damages for lost profits, lost revenues, loss of data, or loss of business opportunity, arising out of or in connection with the Agreement or this Amendment, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and regardless of whether such Party has been advised of the possibility of such damages, except as otherwise expressly provided in Section 11.4 of the Agreement (Carve-Outs to Limitation of Liability).
Section 7. No Other Amendments
7.1. Except as expressly modified, amended, or supplemented by this Amendment, all terms, conditions, covenants, representations, warranties, and obligations set forth in the Agreement (including all Exhibits, Schedules, and Attachments thereto, as amended hereby) shall remain in full force and effect and are hereby ratified and confirmed in their entirety by the Parties.
7.2. In the event of any conflict or inconsistency between the terms and conditions of this Amendment and the terms and conditions of the Agreement (including any Exhibit thereto), the terms and conditions of this Amendment shall govern and control to the extent of such conflict or inconsistency.
7.3. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 8. Governing Law
8.1. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.
8.2. The foregoing governing law provision is consistent with, and supplements, Section 14.1 of the Agreement.
Section 9. Dispute Resolution
9.1. Any dispute, controversy, or claim arising out of or relating to this Amendment, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution procedures set forth in Section 14.3 of the Agreement, which are incorporated herein by reference.
9.2. Consistent with Section 14.3 of the Agreement, the Parties agree that prior to initiating any litigation, the Parties shall first attempt to resolve any such dispute through mandatory mediation conducted in San Francisco, California, administered by a mutually agreed-upon mediator. If the Parties are unable to resolve the dispute through mediation within sixty (60) days of the initiation of mediation proceedings (or such longer period as the Parties may mutually agree), either Party may pursue its remedies in a court of competent jurisdiction.
9.3. The Parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in the City and County of San Francisco, California, for any litigation arising out of or relating to this Amendment, and each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment in such courts, including any objection based on the grounds of forum non conveniens.
Section 10. Counterparts and Electronic Execution
10.1. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It shall not be necessary that each Party execute the same counterpart.
10.2. Delivery of an executed counterpart of this Amendment by electronic means, including by portable document format ("PDF") transmission, facsimile, or through the use of electronic signature platforms (including, without limitation, Brightwater Software or Ashford Health IT), shall be equally effective as delivery of a manually executed counterpart. Each Party agrees that its electronic signature shall have the same legal force and effect as a manual signature.
Section 11. Entire Agreement
11.1. This Amendment, together with the Agreement (as amended hereby), the Settlement Agreement, and all Exhibits, Schedules, and Attachments thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, warranties, understandings, and communications, whether written or oral, between the Parties with respect to the subject matter hereof.
11.2. No amendment, modification, supplement, or waiver of any provision of this Amendment shall be effective unless set forth in a writing signed by both Parties.
[Signature Page Follows]
SIGNATURE PAGE TO AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Master Services Agreement as of the Amendment Effective Date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Adriana Voss
Title: General Counsel
Date: December 8, 2023
PINNACLE FINANCIAL HOLDINGS LLC
By: ________
Name: Gerald R. Worthington
Title: Chief Executive Officer
Date: December 8, 2023
ATTACHMENT A
AMENDED AND RESTATED EXHIBIT C — SERVICE LEVEL AGREEMENT
(Summary of Key Amended Terms)
The following sets forth a summary of the key parameters of the Service Level Agreement as amended and restated by Amendment No. 1 to the Master Services Agreement, effective as of the commencement of the Renewal Term on January 15, 2024. This Attachment A is incorporated into and forms a part of the Agreement. Except as expressly modified herein, all other terms and conditions of the original Exhibit C to the Agreement shall remain in full force and effect.
SLA Credit Tiers (Amended)
The following SLA credit tiers shall apply during the Renewal Term, keyed to the amended Uptime Commitment of 99.97%:
All SLA credits are subject to the SLA Credit Cap of $414,000 in any rolling twelve (12)-month period. SLA credits shall be applied as credits against future invoices unless the Agreement has expired or been terminated, in which case accrued but unapplied credits shall be refunded within forty-five (45) days. SLA credit entitlements under this Exhibit C are separate from and independent of any Settlement Credits applied under the Settlement Agreement.
[End of Attachment A]
[End of Amendment No. 1]
SLA Parameter | Amended Term
Uptime Commitment | 99.97% availability, measured on a calendar monthly basis
Maximum Allowable Downtime | Approximately 12.96 minutes per 30-day month
P1 Incident Response — Acknowledgment | ≤ 15 minutes from receipt of incident report
P1 Incident Response — Resolution/Workaround | ≤ 2 hours from initial acknowledgment
SLA Credit Cap | 30% of annual subscription fee in any rolling 12-month period ($414,000 based on Renewal Term pricing of $1,380,000/year)
Credit Request Deadline | 30 calendar days from the end of the affected calendar month (Section 3.5, unchanged)
Exclusions from Uptime Calculation | Downtime caused by Customer infrastructure or third-party services not provided by Provider; scheduled maintenance; force majeure events (Section 2.3, unchanged)
Real-Time Uptime Dashboard | Provider to make available via Customer's administrative portal at all times during the Term; displays real-time status, historical uptime, incident log, and P1 response metrics
Quarterly SLA Review Meetings | Minimum once per calendar quarter; attendees from Provider's SRE and account management teams and Customer's technology and vendor management teams; agenda as specified in Section 4.4 of the Amendment; meeting minutes within 5 business days
Monthly Uptime Percentage | Service Credit (% of Monthly Subscription Fee)
99.97% or above | No credit
99.95% to less than 99.97% | 5%
99.90% to less than 99.95% | 10%
99.50% to less than 99.90% | 15%
99.00% to less than 99.50% | 25%
Below 99.00% | 30%

AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

LUMOS ANALYTICS INC.

PINNACLE FINANCIAL HOLDINGS LLC

AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

RECITALS

SIGNATURE PAGE TO AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT

LUMOS ANALYTICS INC.

PINNACLE FINANCIAL HOLDINGS LLC

ATTACHMENT A

Record

Parties

Dates

Amounts