1008-00007 · Lumos Analytics Inc · Settlement

settlement-term-sheet.docx DOCUMENT Litigation

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SETTLEMENT TERM SHEET

Confidential — For Settlement Purposes Only

Lumos Analytics Inc. and Pinnacle Financial Holdings LLC

November 14, 2023

Circulated following mediation conducted on November 14, 2023, before Hon. Robert K. Tannenbaum (Ret.), Bay Area Dispute Resolution Center, 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.

Non-Binding Summary of Material Terms — Subject to Execution of Definitive Settlement Agreement and Mutual Release

INTRODUCTORY RECITALS

WHEREAS, this Settlement Term Sheet (this "Term Sheet") summarizes the principal terms of a proposed settlement between Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 580 Howard Street, Suite 400, San Francisco, California 94105 ("Lumos"), and Pinnacle Financial Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 200 West Adams Street, Suite 3100, Chicago, Illinois 60606 ("Pinnacle," and together with Lumos, the "Parties," and each individually, a "Party"), reached during mediation on November 14, 2023;

WHEREAS, Lumos and Pinnacle are parties to that certain Master Services Agreement dated as of January 15, 2021 (Lumos internal agreement number MSA-PFH-2021-0015) (as heretofore amended, supplemented, or otherwise modified, the "MSA"), pursuant to which Lumos provides Pinnacle with certain data analytics platform services and related professional services, and which MSA has a three-year initial term commencing on January 15, 2021 and expiring on January 14, 2024;

WHEREAS, Pinnacle has asserted claims arising from four (4) service incidents identified under Exhibit C to the MSA (the "Service Level Agreement" or "SLA") as follows: (i) Incident No. INC-4471, occurring on or about October 12–13, 2022; (ii) Incident No. INC-4602, occurring on or about November 28, 2022; (iii) Incident No. INC-4815, occurring on or about January 9–10, 2023; and (iv) Incident No. INC-5033, occurring on or about March 3–5, 2023 (each, a "Covered Incident," and collectively, the "Covered Incidents");

WHEREAS, by letter dated May 1, 2023, Pinnacle, through its counsel, submitted a formal demand to Lumos asserting aggregate claims in the amount of Two Million Eight Hundred Seventy Thousand Dollars ($2,870,000), comprising (a) One Hundred Twenty Thousand Dollars ($120,000) in SLA credits claimed under Exhibit C, Section 3.2 of the MSA; (b) One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) in alleged consequential and business-impact damages; (c) Three Hundred Forty Thousand Dollars ($340,000) in alleged internal remediation costs; and (d) Four Hundred Sixty Thousand Dollars ($460,000) in alleged reputational harm and client attrition losses (the "Demand");

WHEREAS, Pinnacle is represented in this matter by Hargrove, Tillman & Burch LLP, with offices at 71 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (lead partner: Katherine Hargrove; associate: Daniel Yun);

WHEREAS, Lumos is represented in this matter by Calderwood & Harkness LLP, with offices at 101 California Street, Suite 3200, San Francisco, California 94111 (responsible partner: Linda Osei; billing partner: Priya Anand; lead associate: Simone Laroche; working associate: Jeffrey Park; C&H matter number 1008-00007);

WHEREAS, the Parties participated in a mediation session on November 14, 2023, before the Honorable Robert K. Tannenbaum (Ret.) at the Bay Area Dispute Resolution Center, and through such mediation have reached agreement in principle on the material terms set forth herein;

WHEREAS, this Term Sheet is non-binding and is intended solely to facilitate the negotiation and drafting of a Definitive Settlement Agreement and Mutual Release (the "Definitive Agreement"), and shall not create any legally enforceable obligations on either Party except as expressly set forth in Section 8 hereof; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MSA.

NOW, THEREFORE, the Parties set forth the following summary of material terms:

SECTION 1: SERVICE CREDITS

1.1 Settlement Credits. Lumos shall provide Pinnacle with aggregate service credits in the total amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"). The Settlement Credits represent a negotiated resolution of all claims relating to the Covered Incidents and do not represent a determination or acknowledgment by either Party as to the amount of SLA credits that may or may not have been owed under the terms of Exhibit C to the MSA.

1.2 Application of Settlement Credits. The Settlement Credits shall be applied as a lump-sum credit against Pinnacle's first four (4) monthly subscription invoices under the Renewal Term (as defined in Section 2.1 below). Specifically, One Hundred Twenty-One Thousand Two Hundred Fifty Dollars ($121,250) in credit shall be applied to each of the first four monthly invoices, corresponding to the billing periods commencing on the following dates:

(a) Month 1 invoice (billing period beginning January 15, 2024): $121,250 credit applied;

(b) Month 2 invoice (billing period beginning February 15, 2024): $121,250 credit applied;

(d) Month 4 invoice (billing period beginning April 15, 2024): $121,250 credit applied.

The aggregate of such credits equals Four Hundred Eighty-Five Thousand Dollars ($485,000) (i.e., $121,250 × 4 = $485,000). The detailed application schedule, including calculation of net payment obligations and treatment of any excess credits, is set forth in Exhibit B attached hereto.

1.3 Net Payment Obligation. During each of the four months described in Section 1.2, Pinnacle's net payment obligation shall be the applicable Renewal Term monthly subscription fee (as set forth in Section 2.2 below) minus the $121,250 Settlement Credit applied to such month's invoice. To the extent that the Settlement Credit applied to a given monthly invoice exceeds the monthly subscription fee for such period, any excess credit amount shall be carried forward and applied to the immediately succeeding monthly invoice, as more particularly described in Exhibit B.

1.4 Full Satisfaction. The Settlement Credits are in full and complete satisfaction of all SLA credit claims under Exhibit C, Section 3.2 of the MSA and any and all other credit, offset, reimbursement, chargeback, or similar claims related to the Covered Incidents, whether arising under the MSA, the SLA, applicable law, or otherwise.

1.5 Non-Transferability. The Settlement Credits shall be non-transferable and shall not be redeemable for cash, applied to services procured by any entity other than Pinnacle, or assigned, pledged, or otherwise encumbered by Pinnacle.

SECTION 2: MSA RENEWAL

2.1 Renewal Term

Pinnacle agrees to renew the MSA for an additional term of two (2) years (the "Renewal Term"), commencing on January 15, 2024 and expiring on January 14, 2026. The Renewal Term shall constitute a continuation of the contractual relationship established under the MSA and shall be governed by the MSA as amended by Amendment No. 1 to the MSA (to be negotiated and executed concurrently with the Definitive Agreement, as described in Section 7 below). For the avoidance of doubt, the Renewal Term shall commence immediately upon expiration of the initial three-year term of the MSA, without any gap or interruption in service.

2.2 Renewal Pricing

The annual subscription fee for the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000) per year, reduced from One Million Four Hundred Forty Thousand Dollars ($1,440,000) per year under the initial term of the MSA. This reduction represents a discount of Sixty Thousand Dollars ($60,000) per year, or approximately four and seventeen hundredths percent (4.17%) off the initial-term annual subscription fee.

The monthly subscription fee under the Renewal Term shall accordingly be One Hundred Fifteen Thousand Dollars ($115,000) per month (i.e., $1,380,000 ÷ 12 = $115,000).

The total contract value for the Renewal Term shall be Two Million Seven Hundred Sixty Thousand Dollars ($2,760,000) (i.e., $1,380,000 × 2 = $2,760,000).

2.3 Renewal Term Conditions

All other terms and conditions of the MSA shall remain in full force and effect during the Renewal Term, except as expressly modified by Amendment No. 1. Without limiting the generality of the foregoing, payment terms (including payment deadlines and late payment provisions), invoicing cadence, data security and privacy obligations, intellectual property provisions, indemnification obligations, limitation of liability provisions, and all other commercial and legal terms shall continue as set forth in the MSA unless otherwise expressly amended in Amendment No. 1. The Parties acknowledge that the scope of services, platform features, and support levels provided by Lumos during the Renewal Term shall be no less than those provided during the initial term, as described in the applicable Statements of Work and service descriptions incorporated into the MSA.

SECTION 3: ENHANCED SLA TERMS

The Parties shall negotiate, finalize, and execute Amendment No. 1 to the MSA, which shall amend Exhibit C (Service Level Agreement) to incorporate the enhanced SLA terms described in this Section 3. Amendment No. 1 shall be executed concurrently with the Definitive Agreement in accordance with the timeline set forth in Section 7 below.

3.1 Increased Uptime Commitment

Effective as of the commencement of the Renewal Term (January 15, 2024), the monthly platform uptime commitment set forth in Exhibit C to the MSA shall be increased from ninety-nine and ninety-five hundredths percent (99.95%) to ninety-nine and ninety-seven hundredths percent (99.97%). The enhanced uptime commitment shall apply to all production environments and platform services covered by the SLA, measured on a calendar-month basis in accordance with the measurement methodology set forth in Exhibit C (as amended by Amendment No. 1).

The SLA credit tiers set forth in Exhibit C, Section 3.2 shall be recalibrated to reflect the increased uptime commitment. The specific credit tier structure, including applicable credit percentages and corresponding uptime thresholds, shall be set forth in detail in Amendment No. 1. The Parties shall negotiate such recalibrated tiers in good faith, with the intent that the credit tier structure reflect proportionate credit amounts relative to the increased uptime commitment.

3.2 Real-Time Uptime Dashboard

Lumos shall provide Pinnacle with access to a real-time uptime monitoring dashboard (the "Dashboard"), enabling Pinnacle to independently and continuously monitor platform availability metrics, including current uptime percentages, historical uptime data, incident alerts, and scheduled maintenance windows. The Dashboard shall be accessible via a secure web-based portal and shall provide data refreshed at intervals of no greater than five (5) minutes.

Dashboard specifications, including technical requirements, access credentials, user role configurations, and data retention policies, shall be documented in Amendment No. 1 or in a supplemental technical exhibit thereto. Lumos shall provide Pinnacle with fully operational access to the Dashboard no later than fifteen (15) business days after the commencement of the Renewal Term (i.e., no later than February 5, 2024, subject to adjustment for weekends and holidays).

3.3 Quarterly SLA Review Meetings

The Parties shall conduct quarterly SLA review meetings (each, a "Quarterly Review") to discuss platform uptime performance, incident trends, root cause analyses, ongoing and planned remediation efforts, upcoming infrastructure changes that may affect availability, and the status of any open SLA credit requests or pending incident reports.

Each Quarterly Review shall be attended by designated representatives of each Party's operations and account management teams, including:

(a) For Lumos: The Vice President of Engineering / Site Reliability Engineering and the Vice President of Customer Success, or their respective designees; and

(b) For Pinnacle: The Chief Technology Officer and the Vice President of Vendor Management, or their respective designees.

Quarterly Reviews may be conducted in person or via videoconference, as mutually agreed by the Parties. The first Quarterly Review shall occur no later than April 15, 2024. Subsequent Quarterly Reviews shall be scheduled at approximately ninety (90)-day intervals thereafter throughout the Renewal Term. Lumos shall prepare and distribute a written agenda and a performance summary report to Pinnacle no fewer than five (5) business days prior to each scheduled Quarterly Review.

SECTION 4: MUTUAL RELEASE

4.1 Mutual Release. Upon execution of the Definitive Agreement, each Party (in its capacity as a "Releasing Party") shall grant to the other Party (in its capacity as a "Released Party") a full, complete, unconditional, and irrevocable release and discharge of any and all claims, counterclaims, demands, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, liabilities, costs, expenses (including attorneys' fees and costs of litigation), and obligations of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, accrued or unaccrued, matured or unmatured, contingent or fixed, liquidated or unliquidated, arising under or related to the following Covered Incidents:

(a) Incident No. INC-4471, occurring on or about October 12–13, 2022;

(b) Incident No. INC-4602, occurring on or about November 28, 2022;

(d) Incident No. INC-5033, occurring on or about March 3–5, 2023.

4.2 Scope of Release. The mutual release described in Section 4.1 shall encompass, without limitation:

(a) Pinnacle's claims for SLA credits under Exhibit C, Section 3.2 of the MSA related to the Covered Incidents;

(b) Pinnacle's claims for consequential damages, including but not limited to lost revenue, lost profits, and business-impact damages;

(c) Pinnacle's claims for internal remediation costs, including personnel costs, consultant fees, and infrastructure expenses incurred in connection with the Covered Incidents;

(d) Pinnacle's claims for reputational harm and client attrition allegedly resulting from the Covered Incidents;

(e) Lumos's claims for attorneys' fees, costs of litigation, or expenses incurred in connection with the defense or resolution of the dispute relating to the Covered Incidents; and

(f) Any and all other claims, demands, or causes of action of either Party arising from or related to the Covered Incidents, whether sounding in contract, tort, statute, or otherwise.

4.3 Extension to Affiliates and Related Parties. The mutual release shall extend to each Party's respective parents, subsidiaries, affiliates, officers, directors, members, managers, employees, agents, representatives, successors, and assigns (collectively, "Related Parties"), such that no Releasing Party or any of its Related Parties shall assert any released claim against any Released Party or any of its Related Parties.

4.4 Carve-Out for Ongoing Obligations. Notwithstanding the foregoing, the mutual release shall not affect, diminish, or impair the Parties' respective rights and obligations under the MSA (as amended by Amendment No. 1), except with respect to claims arising from or related to the Covered Incidents. For the avoidance of doubt, the Parties' respective rights and obligations arising after the date of execution of the Definitive Agreement under the MSA as amended, including obligations relating to service levels during the Renewal Term, shall not be released or otherwise affected by the mutual release.

SECTION 5: NO ADMISSION OF LIABILITY

5.1 This Term Sheet and the Definitive Agreement shall not constitute, and shall not be construed as, an admission of fault, liability, wrongdoing, or responsibility by either Party with respect to the Covered Incidents, the Demand, or any other matter. Each Party expressly denies any wrongdoing or liability in connection with the matters addressed herein, and each Party enters into this settlement solely for the purpose of resolving the dispute between them and avoiding the cost, burden, distraction, and uncertainty of continued adversarial proceedings.

5.2 Neither Party shall use this Term Sheet, the Definitive Agreement, any term or provision thereof, or the fact that the Parties engaged in settlement discussions or mediation, as evidence of liability, fault, or wrongdoing in any judicial, arbitral, administrative, or other proceeding, whether between the Parties or involving any third party. This Section 5 is intended to be consistent with and protected by applicable rules governing the inadmissibility of settlement communications, including California Evidence Code Section 1152 and Federal Rule of Evidence 408.

SECTION 6: CONFIDENTIALITY

6.1 Confidentiality Obligation. The existence and terms of this Term Sheet and the Definitive Agreement, including the amount of the Settlement Credits, the Renewal Term pricing, and all other financial and commercial terms set forth herein, shall be subject to mutual confidentiality obligations. Neither Party shall disclose the existence or terms of the settlement reflected herein or in the Definitive Agreement to any third party without the prior written consent of the other Party, except as provided in Sections 6.2 and 6.3 below.

6.2 Permitted Disclosures — General. Notwithstanding Section 6.1, either Party may disclose the existence or terms of the settlement:

(a) As required by applicable law, regulation, or governmental order;

(b) As required by legal process, including a subpoena, civil investigative demand, or court order, provided that the disclosing Party shall, to the extent permitted by law, provide the other Party with prompt written notice of such requirement prior to disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy;

(d) To such Party's respective legal counsel, accountants, auditors, insurers, and financial advisors, in each case provided that such recipients are bound by confidentiality obligations no less restrictive than those set forth in this Section 6 or are otherwise subject to professional duties of confidentiality.

6.3 Permitted Disclosures — Specific. In addition to the permitted disclosures set forth in Section 6.2:

(a) Lumos may disclose the existence and terms of the settlement to Meridian Specialty Insurance Company, in its capacity as Lumos's professional liability and errors and omissions insurer, as reasonably necessary for coverage reporting and claims management purposes; and

(b) Lumos may disclose the existence and terms of the settlement to Ridgeline Capital Partners, LP, in its capacity as Lumos's majority equity holder, as reasonably necessary for investor reporting, board reporting, and corporate governance purposes.

6.4 Public Statements. Neither Party shall issue any press release, public statement, social media post, or other public communication regarding the settlement or the Covered Incidents without the prior written consent of the other Party. In the event that either Party receives an inquiry from a third party (including media organizations, industry analysts, or clients) regarding the dispute or the settlement, such Party shall limit its response to a mutually agreed-upon statement to the effect that the Parties have amicably resolved their dispute, without disclosing the terms thereof.

SECTION 7: DEFINITIVE DOCUMENTATION

7.1 Documentation Obligations. The Parties shall use commercially reasonable efforts to negotiate, finalize, and execute the following definitive documents no later than December 8, 2023:

(a) Settlement Agreement and Mutual Release (the "Definitive Agreement"), which shall incorporate and supersede this Term Sheet and set forth in binding form the settlement terms summarized herein, together with customary representations, warranties, covenants, and other provisions; and

(b) Amendment No. 1 to the Master Services Agreement dated January 15, 2021, which shall memorialize the Renewal Term, the Renewal Term pricing, and the enhanced SLA terms described in Sections 2 and 3 of this Term Sheet, and which shall be executed concurrently with the Definitive Agreement.

7.2 Drafting Responsibility. Initial drafts of the Definitive Agreement and Amendment No. 1 shall be prepared by counsel for Lumos (Calderwood & Harkness LLP) and circulated to counsel for Pinnacle (Hargrove, Tillman & Burch LLP) for review and comment. The Parties shall work cooperatively and in good faith to finalize such documents within the timeline set forth in Section 7.1.

7.3 Governing Law. The Definitive Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles, consistent with the governing law provision set forth in Section 14.1 of the MSA.

7.4 Jurisdiction and Venue. All disputes arising under, out of, or in connection with the Definitive Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

SECTION 8: NON-BINDING NATURE; EXCLUSIVITY

8.1 Non-Binding Effect. This Term Sheet is non-binding and does not create any legally enforceable obligations on either Party, except as expressly set forth in Section 8.2 below. No Party shall have any obligation to enter into the Definitive Agreement or Amendment No. 1 by virtue of this Term Sheet, and the failure of the Parties to agree upon and execute the Definitive Agreement shall not give rise to any liability or claim by either Party against the other.

8.2 Binding Provisions. Notwithstanding Section 8.1, the confidentiality provisions set forth in Section 6 of this Term Sheet shall be binding and enforceable upon execution of this Term Sheet by both Parties and shall survive the termination of settlement discussions, whether or not the Definitive Agreement is executed.

8.3 Exclusivity and Standstill. Until the earlier of (a) the execution of the Definitive Agreement or (b) the delivery of written notice by either Party to the other Party terminating settlement discussions (which notice may be given at any time in such Party's sole discretion), neither Party shall initiate, file, or prosecute any litigation, arbitration, or other adversarial proceeding with respect to the Covered Incidents. This standstill obligation shall not affect either Party's right to take any action necessary to preserve applicable statutes of limitations, including the filing of a protective complaint or demand for arbitration, provided that such Party promptly notifies the other Party and takes all reasonable steps to stay or hold in abeyance any such proceeding pending the conclusion of settlement discussions.

SECTION 9: AUTHORIZED SIGNATORIES

This Term Sheet has been executed by the authorized representatives of the Parties identified below, solely for the purpose of acknowledging agreement to the material terms summarized herein and to render binding the confidentiality provisions of Section 6, as of the date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Adriana Voss

Title: General Counsel

Date: ________

PINNACLE FINANCIAL HOLDINGS LLC

By: ________

Name: Gerald R. Worthington

Title: Chief Executive Officer

Date: ________

ACKNOWLEDGED AND AGREED BY COUNSEL:

For Lumos Analytics Inc.:

________________________________________

Linda Osei, Partner Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111

Date: ________

For Pinnacle Financial Holdings LLC:

________________________________________

Katherine Hargrove, Partner Hargrove, Tillman & Burch LLP 71 South Wacker Drive, Suite 4500 Chicago, IL 60606

Date: ________

EXHIBIT A

Summary of Covered Incidents

The following table summarizes the four service incidents that constitute the "Covered Incidents" as referenced throughout this Term Sheet. The Parties acknowledge that their respective measurements of outage duration, root cause characterization, and monthly uptime percentages for each Covered Incident differ. Notwithstanding such differences, the Parties have agreed to resolve all disputes relating to the Covered Incidents through the Settlement Credits described in Section 1 of this Term Sheet, without determining which Party's measurements or characterizations are correct.

Note: The discrepancies in reported outage duration and uptime percentages reflect differences in each Party's monitoring methodology, measurement start/end times, and classification of partial degradation versus full outage. The Parties expressly agree that the settlement reflected in this Term Sheet resolves all disputes regarding such measurements and that neither Party's figures shall be treated as definitive or binding for any purpose other than the Parties' respective internal records.

EXHIBIT B

Settlement Credit Application Schedule

The following table sets forth the application of the Settlement Credits against Pinnacle's monthly subscription invoices during the first four months of the Renewal Term, together with the treatment of excess credits.

Treatment of Excess Credits: The aggregate excess credits of Twenty-Five Thousand Dollars ($25,000) (i.e., $6,250 × 4 months) shall be applied to the Month 5 invoice (billing period: May 15 – June 14, 2024), reducing Pinnacle's net payment obligation for Month 5 to Ninety Thousand Dollars ($90,000) (i.e., $115,000 monthly subscription fee minus $25,000 aggregate excess credit), or as otherwise agreed by the Parties in the Definitive Agreement.

Summary of Total Credits Applied:

• Settlement Credits Applied (Months 1–4): $485,000.00

• Aggregate Excess Credits Carried to Month 5: $25,000.00

• Net Subscription Fees Paid by Pinnacle (Months 1–4): $0.00

• Net Subscription Fee Due for Month 5 (after application of excess credits): $90,000.00

[Remainder of page intentionally left blank.]

Incident No.	Date(s)	Lumos Reported Duration	Pinnacle Reported Duration	Lumos Reported Uptime	Pinnacle Reported Uptime	Affected Services
INC-4471	October 12–13, 2022	4 hrs 12 min	6 hrs 38 min	99.42%	99.08%	Core Analytics Platform; Reporting API
INC-4602	November 28, 2022	2 hrs 47 min	3 hrs 55 min	99.61%	99.46%	Data Ingestion Pipeline; Dashboard Module
INC-4815	January 9–10, 2023	7 hrs 31 min	9 hrs 14 min	98.96%	98.72%	Core Analytics Platform; Batch Processing Engine; Reporting API
INC-5033	March 3–5, 2023	11 hrs 05 min	14 hrs 22 min	98.47%	98.01%	Full Platform (all modules)
Invoice Period	Billing Period	Monthly Subscription Fee	Settlement Credit Applied	Net Payment Due	Excess Credit Carried Forward
Month 1	January 15 – February 14, 2024	$115,000.00	$121,250.00	$0.00	$6,250.00
Month 2	February 15 – March 14, 2024	$115,000.00	$121,250.00	$0.00	$6,250.00
Month 3	March 15 – April 14, 2024	$115,000.00	$121,250.00	$0.00	$6,250.00
Month 4	April 15 – May 14, 2024	$115,000.00	$121,250.00	$0.00	$6,250.00
Total	$460,000.00	$485,000.00	$0.00	$25,000.00

SETTLEMENT TERM SHEET
Confidential — For Settlement Purposes Only
Lumos Analytics Inc. and Pinnacle Financial Holdings LLC
November 14, 2023
Circulated following mediation conducted on November 14, 2023, before Hon. Robert K. Tannenbaum (Ret.), Bay Area Dispute Resolution Center, 44 Montgomery Street, Suite 2800, San Francisco, CA 94104.
Non-Binding Summary of Material Terms — Subject to Execution of Definitive Settlement Agreement and Mutual Release
INTRODUCTORY RECITALS
WHEREAS, this Settlement Term Sheet (this "Term Sheet") summarizes the principal terms of a proposed settlement between Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 580 Howard Street, Suite 400, San Francisco, California 94105 ("Lumos"), and Pinnacle Financial Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal offices located at 200 West Adams Street, Suite 3100, Chicago, Illinois 60606 ("Pinnacle," and together with Lumos, the "Parties," and each individually, a "Party"), reached during mediation on November 14, 2023;
WHEREAS, Lumos and Pinnacle are parties to that certain Master Services Agreement dated as of January 15, 2021 (Lumos internal agreement number MSA-PFH-2021-0015) (as heretofore amended, supplemented, or otherwise modified, the "MSA"), pursuant to which Lumos provides Pinnacle with certain data analytics platform services and related professional services, and which MSA has a three-year initial term commencing on January 15, 2021 and expiring on January 14, 2024;
WHEREAS, Pinnacle has asserted claims arising from four (4) service incidents identified under Exhibit C to the MSA (the "Service Level Agreement" or "SLA") as follows: (i) Incident No. INC-4471, occurring on or about October 12–13, 2022; (ii) Incident No. INC-4602, occurring on or about November 28, 2022; (iii) Incident No. INC-4815, occurring on or about January 9–10, 2023; and (iv) Incident No. INC-5033, occurring on or about March 3–5, 2023 (each, a "Covered Incident," and collectively, the "Covered Incidents");
WHEREAS, by letter dated May 1, 2023, Pinnacle, through its counsel, submitted a formal demand to Lumos asserting aggregate claims in the amount of Two Million Eight Hundred Seventy Thousand Dollars ($2,870,000), comprising (a) One Hundred Twenty Thousand Dollars ($120,000) in SLA credits claimed under Exhibit C, Section 3.2 of the MSA; (b) One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) in alleged consequential and business-impact damages; (c) Three Hundred Forty Thousand Dollars ($340,000) in alleged internal remediation costs; and (d) Four Hundred Sixty Thousand Dollars ($460,000) in alleged reputational harm and client attrition losses (the "Demand");
WHEREAS, Pinnacle is represented in this matter by Hargrove, Tillman & Burch LLP, with offices at 71 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (lead partner: Katherine Hargrove; associate: Daniel Yun);
WHEREAS, Lumos is represented in this matter by Calderwood & Harkness LLP, with offices at 101 California Street, Suite 3200, San Francisco, California 94111 (responsible partner: Linda Osei; billing partner: Priya Anand; lead associate: Simone Laroche; working associate: Jeffrey Park; C&H matter number 1008-00007);
WHEREAS, the Parties participated in a mediation session on November 14, 2023, before the Honorable Robert K. Tannenbaum (Ret.) at the Bay Area Dispute Resolution Center, and through such mediation have reached agreement in principle on the material terms set forth herein;
WHEREAS, this Term Sheet is non-binding and is intended solely to facilitate the negotiation and drafting of a Definitive Settlement Agreement and Mutual Release (the "Definitive Agreement"), and shall not create any legally enforceable obligations on either Party except as expressly set forth in Section 8 hereof; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MSA.
NOW, THEREFORE, the Parties set forth the following summary of material terms:
SECTION 1: SERVICE CREDITS
1.1 Settlement Credits. Lumos shall provide Pinnacle with aggregate service credits in the total amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"). The Settlement Credits represent a negotiated resolution of all claims relating to the Covered Incidents and do not represent a determination or acknowledgment by either Party as to the amount of SLA credits that may or may not have been owed under the terms of Exhibit C to the MSA.
1.2 Application of Settlement Credits. The Settlement Credits shall be applied as a lump-sum credit against Pinnacle's first four (4) monthly subscription invoices under the Renewal Term (as defined in Section 2.1 below). Specifically, One Hundred Twenty-One Thousand Two Hundred Fifty Dollars ($121,250) in credit shall be applied to each of the first four monthly invoices, corresponding to the billing periods commencing on the following dates:
(a) Month 1 invoice (billing period beginning January 15, 2024): $121,250 credit applied;
(b) Month 2 invoice (billing period beginning February 15, 2024): $121,250 credit applied;
(c) Month 3 invoice (billing period beginning March 15, 2024): $121,250 credit applied; and
(d) Month 4 invoice (billing period beginning April 15, 2024): $121,250 credit applied.
The aggregate of such credits equals Four Hundred Eighty-Five Thousand Dollars ($485,000) (i.e., $121,250 × 4 = $485,000). The detailed application schedule, including calculation of net payment obligations and treatment of any excess credits, is set forth in Exhibit B attached hereto.
1.3 Net Payment Obligation. During each of the four months described in Section 1.2, Pinnacle's net payment obligation shall be the applicable Renewal Term monthly subscription fee (as set forth in Section 2.2 below) minus the $121,250 Settlement Credit applied to such month's invoice. To the extent that the Settlement Credit applied to a given monthly invoice exceeds the monthly subscription fee for such period, any excess credit amount shall be carried forward and applied to the immediately succeeding monthly invoice, as more particularly described in Exhibit B.
1.4 Full Satisfaction. The Settlement Credits are in full and complete satisfaction of all SLA credit claims under Exhibit C, Section 3.2 of the MSA and any and all other credit, offset, reimbursement, chargeback, or similar claims related to the Covered Incidents, whether arising under the MSA, the SLA, applicable law, or otherwise.
1.5 Non-Transferability. The Settlement Credits shall be non-transferable and shall not be redeemable for cash, applied to services procured by any entity other than Pinnacle, or assigned, pledged, or otherwise encumbered by Pinnacle.
SECTION 2: MSA RENEWAL
2.1 Renewal Term
Pinnacle agrees to renew the MSA for an additional term of two (2) years (the "Renewal Term"), commencing on January 15, 2024 and expiring on January 14, 2026. The Renewal Term shall constitute a continuation of the contractual relationship established under the MSA and shall be governed by the MSA as amended by Amendment No. 1 to the MSA (to be negotiated and executed concurrently with the Definitive Agreement, as described in Section 7 below). For the avoidance of doubt, the Renewal Term shall commence immediately upon expiration of the initial three-year term of the MSA, without any gap or interruption in service.
2.2 Renewal Pricing
The annual subscription fee for the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000) per year, reduced from One Million Four Hundred Forty Thousand Dollars ($1,440,000) per year under the initial term of the MSA. This reduction represents a discount of Sixty Thousand Dollars ($60,000) per year, or approximately four and seventeen hundredths percent (4.17%) off the initial-term annual subscription fee.
The monthly subscription fee under the Renewal Term shall accordingly be One Hundred Fifteen Thousand Dollars ($115,000) per month (i.e., $1,380,000 ÷ 12 = $115,000).
The total contract value for the Renewal Term shall be Two Million Seven Hundred Sixty Thousand Dollars ($2,760,000) (i.e., $1,380,000 × 2 = $2,760,000).
2.3 Renewal Term Conditions
All other terms and conditions of the MSA shall remain in full force and effect during the Renewal Term, except as expressly modified by Amendment No. 1. Without limiting the generality of the foregoing, payment terms (including payment deadlines and late payment provisions), invoicing cadence, data security and privacy obligations, intellectual property provisions, indemnification obligations, limitation of liability provisions, and all other commercial and legal terms shall continue as set forth in the MSA unless otherwise expressly amended in Amendment No. 1. The Parties acknowledge that the scope of services, platform features, and support levels provided by Lumos during the Renewal Term shall be no less than those provided during the initial term, as described in the applicable Statements of Work and service descriptions incorporated into the MSA.
SECTION 3: ENHANCED SLA TERMS
The Parties shall negotiate, finalize, and execute Amendment No. 1 to the MSA, which shall amend Exhibit C (Service Level Agreement) to incorporate the enhanced SLA terms described in this Section 3. Amendment No. 1 shall be executed concurrently with the Definitive Agreement in accordance with the timeline set forth in Section 7 below.
3.1 Increased Uptime Commitment
Effective as of the commencement of the Renewal Term (January 15, 2024), the monthly platform uptime commitment set forth in Exhibit C to the MSA shall be increased from ninety-nine and ninety-five hundredths percent (99.95%) to ninety-nine and ninety-seven hundredths percent (99.97%). The enhanced uptime commitment shall apply to all production environments and platform services covered by the SLA, measured on a calendar-month basis in accordance with the measurement methodology set forth in Exhibit C (as amended by Amendment No. 1).
The SLA credit tiers set forth in Exhibit C, Section 3.2 shall be recalibrated to reflect the increased uptime commitment. The specific credit tier structure, including applicable credit percentages and corresponding uptime thresholds, shall be set forth in detail in Amendment No. 1. The Parties shall negotiate such recalibrated tiers in good faith, with the intent that the credit tier structure reflect proportionate credit amounts relative to the increased uptime commitment.
3.2 Real-Time Uptime Dashboard
Lumos shall provide Pinnacle with access to a real-time uptime monitoring dashboard (the "Dashboard"), enabling Pinnacle to independently and continuously monitor platform availability metrics, including current uptime percentages, historical uptime data, incident alerts, and scheduled maintenance windows. The Dashboard shall be accessible via a secure web-based portal and shall provide data refreshed at intervals of no greater than five (5) minutes.
Dashboard specifications, including technical requirements, access credentials, user role configurations, and data retention policies, shall be documented in Amendment No. 1 or in a supplemental technical exhibit thereto. Lumos shall provide Pinnacle with fully operational access to the Dashboard no later than fifteen (15) business days after the commencement of the Renewal Term (i.e., no later than February 5, 2024, subject to adjustment for weekends and holidays).
3.3 Quarterly SLA Review Meetings
The Parties shall conduct quarterly SLA review meetings (each, a "Quarterly Review") to discuss platform uptime performance, incident trends, root cause analyses, ongoing and planned remediation efforts, upcoming infrastructure changes that may affect availability, and the status of any open SLA credit requests or pending incident reports.
Each Quarterly Review shall be attended by designated representatives of each Party's operations and account management teams, including:
(a) For Lumos: The Vice President of Engineering / Site Reliability Engineering and the Vice President of Customer Success, or their respective designees; and
(b) For Pinnacle: The Chief Technology Officer and the Vice President of Vendor Management, or their respective designees.
Quarterly Reviews may be conducted in person or via videoconference, as mutually agreed by the Parties. The first Quarterly Review shall occur no later than April 15, 2024. Subsequent Quarterly Reviews shall be scheduled at approximately ninety (90)-day intervals thereafter throughout the Renewal Term. Lumos shall prepare and distribute a written agenda and a performance summary report to Pinnacle no fewer than five (5) business days prior to each scheduled Quarterly Review.
SECTION 4: MUTUAL RELEASE
4.1 Mutual Release. Upon execution of the Definitive Agreement, each Party (in its capacity as a "Releasing Party") shall grant to the other Party (in its capacity as a "Released Party") a full, complete, unconditional, and irrevocable release and discharge of any and all claims, counterclaims, demands, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, liabilities, costs, expenses (including attorneys' fees and costs of litigation), and obligations of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, accrued or unaccrued, matured or unmatured, contingent or fixed, liquidated or unliquidated, arising under or related to the following Covered Incidents:
(a) Incident No. INC-4471, occurring on or about October 12–13, 2022;
(b) Incident No. INC-4602, occurring on or about November 28, 2022;
(c) Incident No. INC-4815, occurring on or about January 9–10, 2023; and
(d) Incident No. INC-5033, occurring on or about March 3–5, 2023.
4.2 Scope of Release. The mutual release described in Section 4.1 shall encompass, without limitation:
(a) Pinnacle's claims for SLA credits under Exhibit C, Section 3.2 of the MSA related to the Covered Incidents;
(b) Pinnacle's claims for consequential damages, including but not limited to lost revenue, lost profits, and business-impact damages;
(c) Pinnacle's claims for internal remediation costs, including personnel costs, consultant fees, and infrastructure expenses incurred in connection with the Covered Incidents;
(d) Pinnacle's claims for reputational harm and client attrition allegedly resulting from the Covered Incidents;
(e) Lumos's claims for attorneys' fees, costs of litigation, or expenses incurred in connection with the defense or resolution of the dispute relating to the Covered Incidents; and
(f) Any and all other claims, demands, or causes of action of either Party arising from or related to the Covered Incidents, whether sounding in contract, tort, statute, or otherwise.
4.3 Extension to Affiliates and Related Parties. The mutual release shall extend to each Party's respective parents, subsidiaries, affiliates, officers, directors, members, managers, employees, agents, representatives, successors, and assigns (collectively, "Related Parties"), such that no Releasing Party or any of its Related Parties shall assert any released claim against any Released Party or any of its Related Parties.
4.4 Carve-Out for Ongoing Obligations. Notwithstanding the foregoing, the mutual release shall not affect, diminish, or impair the Parties' respective rights and obligations under the MSA (as amended by Amendment No. 1), except with respect to claims arising from or related to the Covered Incidents. For the avoidance of doubt, the Parties' respective rights and obligations arising after the date of execution of the Definitive Agreement under the MSA as amended, including obligations relating to service levels during the Renewal Term, shall not be released or otherwise affected by the mutual release.
SECTION 5: NO ADMISSION OF LIABILITY
5.1 This Term Sheet and the Definitive Agreement shall not constitute, and shall not be construed as, an admission of fault, liability, wrongdoing, or responsibility by either Party with respect to the Covered Incidents, the Demand, or any other matter. Each Party expressly denies any wrongdoing or liability in connection with the matters addressed herein, and each Party enters into this settlement solely for the purpose of resolving the dispute between them and avoiding the cost, burden, distraction, and uncertainty of continued adversarial proceedings.
5.2 Neither Party shall use this Term Sheet, the Definitive Agreement, any term or provision thereof, or the fact that the Parties engaged in settlement discussions or mediation, as evidence of liability, fault, or wrongdoing in any judicial, arbitral, administrative, or other proceeding, whether between the Parties or involving any third party. This Section 5 is intended to be consistent with and protected by applicable rules governing the inadmissibility of settlement communications, including California Evidence Code Section 1152 and Federal Rule of Evidence 408.
SECTION 6: CONFIDENTIALITY
6.1 Confidentiality Obligation. The existence and terms of this Term Sheet and the Definitive Agreement, including the amount of the Settlement Credits, the Renewal Term pricing, and all other financial and commercial terms set forth herein, shall be subject to mutual confidentiality obligations. Neither Party shall disclose the existence or terms of the settlement reflected herein or in the Definitive Agreement to any third party without the prior written consent of the other Party, except as provided in Sections 6.2 and 6.3 below.
6.2 Permitted Disclosures — General. Notwithstanding Section 6.1, either Party may disclose the existence or terms of the settlement:
(a) As required by applicable law, regulation, or governmental order;
(b) As required by legal process, including a subpoena, civil investigative demand, or court order, provided that the disclosing Party shall, to the extent permitted by law, provide the other Party with prompt written notice of such requirement prior to disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy;
(c) As reasonably necessary to enforce the terms of the Definitive Agreement in any judicial or arbitral proceeding; or
(d) To such Party's respective legal counsel, accountants, auditors, insurers, and financial advisors, in each case provided that such recipients are bound by confidentiality obligations no less restrictive than those set forth in this Section 6 or are otherwise subject to professional duties of confidentiality.
6.3 Permitted Disclosures — Specific. In addition to the permitted disclosures set forth in Section 6.2:
(a) Lumos may disclose the existence and terms of the settlement to Meridian Specialty Insurance Company, in its capacity as Lumos's professional liability and errors and omissions insurer, as reasonably necessary for coverage reporting and claims management purposes; and
(b) Lumos may disclose the existence and terms of the settlement to Ridgeline Capital Partners, LP, in its capacity as Lumos's majority equity holder, as reasonably necessary for investor reporting, board reporting, and corporate governance purposes.
6.4 Public Statements. Neither Party shall issue any press release, public statement, social media post, or other public communication regarding the settlement or the Covered Incidents without the prior written consent of the other Party. In the event that either Party receives an inquiry from a third party (including media organizations, industry analysts, or clients) regarding the dispute or the settlement, such Party shall limit its response to a mutually agreed-upon statement to the effect that the Parties have amicably resolved their dispute, without disclosing the terms thereof.
SECTION 7: DEFINITIVE DOCUMENTATION
7.1 Documentation Obligations. The Parties shall use commercially reasonable efforts to negotiate, finalize, and execute the following definitive documents no later than December 8, 2023:
(a) Settlement Agreement and Mutual Release (the "Definitive Agreement"), which shall incorporate and supersede this Term Sheet and set forth in binding form the settlement terms summarized herein, together with customary representations, warranties, covenants, and other provisions; and
(b) Amendment No. 1 to the Master Services Agreement dated January 15, 2021, which shall memorialize the Renewal Term, the Renewal Term pricing, and the enhanced SLA terms described in Sections 2 and 3 of this Term Sheet, and which shall be executed concurrently with the Definitive Agreement.
7.2 Drafting Responsibility. Initial drafts of the Definitive Agreement and Amendment No. 1 shall be prepared by counsel for Lumos (Calderwood & Harkness LLP) and circulated to counsel for Pinnacle (Hargrove, Tillman & Burch LLP) for review and comment. The Parties shall work cooperatively and in good faith to finalize such documents within the timeline set forth in Section 7.1.
7.3 Governing Law. The Definitive Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles, consistent with the governing law provision set forth in Section 14.1 of the MSA.
7.4 Jurisdiction and Venue. All disputes arising under, out of, or in connection with the Definitive Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California, and each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
SECTION 8: NON-BINDING NATURE; EXCLUSIVITY
8.1 Non-Binding Effect. This Term Sheet is non-binding and does not create any legally enforceable obligations on either Party, except as expressly set forth in Section 8.2 below. No Party shall have any obligation to enter into the Definitive Agreement or Amendment No. 1 by virtue of this Term Sheet, and the failure of the Parties to agree upon and execute the Definitive Agreement shall not give rise to any liability or claim by either Party against the other.
8.2 Binding Provisions. Notwithstanding Section 8.1, the confidentiality provisions set forth in Section 6 of this Term Sheet shall be binding and enforceable upon execution of this Term Sheet by both Parties and shall survive the termination of settlement discussions, whether or not the Definitive Agreement is executed.
8.3 Exclusivity and Standstill. Until the earlier of (a) the execution of the Definitive Agreement or (b) the delivery of written notice by either Party to the other Party terminating settlement discussions (which notice may be given at any time in such Party's sole discretion), neither Party shall initiate, file, or prosecute any litigation, arbitration, or other adversarial proceeding with respect to the Covered Incidents. This standstill obligation shall not affect either Party's right to take any action necessary to preserve applicable statutes of limitations, including the filing of a protective complaint or demand for arbitration, provided that such Party promptly notifies the other Party and takes all reasonable steps to stay or hold in abeyance any such proceeding pending the conclusion of settlement discussions.
SECTION 9: AUTHORIZED SIGNATORIES
This Term Sheet has been executed by the authorized representatives of the Parties identified below, solely for the purpose of acknowledging agreement to the material terms summarized herein and to render binding the confidentiality provisions of Section 6, as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Adriana Voss
Title: General Counsel
Date: ________
PINNACLE FINANCIAL HOLDINGS LLC
By: ________
Name: Gerald R. Worthington
Title: Chief Executive Officer
Date: ________
ACKNOWLEDGED AND AGREED BY COUNSEL:
For Lumos Analytics Inc.:
________________________________________
Linda Osei, Partner Calderwood & Harkness LLP 101 California Street, Suite 3200 San Francisco, CA 94111
Date: ________
For Pinnacle Financial Holdings LLC:
________________________________________
Katherine Hargrove, Partner Hargrove, Tillman & Burch LLP 71 South Wacker Drive, Suite 4500 Chicago, IL 60606
Date: ________
EXHIBIT A
Summary of Covered Incidents
The following table summarizes the four service incidents that constitute the "Covered Incidents" as referenced throughout this Term Sheet. The Parties acknowledge that their respective measurements of outage duration, root cause characterization, and monthly uptime percentages for each Covered Incident differ. Notwithstanding such differences, the Parties have agreed to resolve all disputes relating to the Covered Incidents through the Settlement Credits described in Section 1 of this Term Sheet, without determining which Party's measurements or characterizations are correct.
Note: The discrepancies in reported outage duration and uptime percentages reflect differences in each Party's monitoring methodology, measurement start/end times, and classification of partial degradation versus full outage. The Parties expressly agree that the settlement reflected in this Term Sheet resolves all disputes regarding such measurements and that neither Party's figures shall be treated as definitive or binding for any purpose other than the Parties' respective internal records.
EXHIBIT B
Settlement Credit Application Schedule
The following table sets forth the application of the Settlement Credits against Pinnacle's monthly subscription invoices during the first four months of the Renewal Term, together with the treatment of excess credits.
Treatment of Excess Credits: The aggregate excess credits of Twenty-Five Thousand Dollars ($25,000) (i.e., $6,250 × 4 months) shall be applied to the Month 5 invoice (billing period: May 15 – June 14, 2024), reducing Pinnacle's net payment obligation for Month 5 to Ninety Thousand Dollars ($90,000) (i.e., $115,000 monthly subscription fee minus $25,000 aggregate excess credit), or as otherwise agreed by the Parties in the Definitive Agreement.
Summary of Total Credits Applied:
•  Settlement Credits Applied (Months 1–4): $485,000.00
•  Aggregate Excess Credits Carried to Month 5: $25,000.00
•  Net Subscription Fees Paid by Pinnacle (Months 1–4): $0.00
•  Net Subscription Fee Due for Month 5 (after application of excess credits): $90,000.00
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Incident No. | Date(s) | Lumos Reported Duration | Pinnacle Reported Duration | Lumos Reported Uptime | Pinnacle Reported Uptime | Affected Services
INC-4471 | October 12–13, 2022 | 4 hrs 12 min | 6 hrs 38 min | 99.42% | 99.08% | Core Analytics Platform; Reporting API
INC-4602 | November 28, 2022 | 2 hrs 47 min | 3 hrs 55 min | 99.61% | 99.46% | Data Ingestion Pipeline; Dashboard Module
INC-4815 | January 9–10, 2023 | 7 hrs 31 min | 9 hrs 14 min | 98.96% | 98.72% | Core Analytics Platform; Batch Processing Engine; Reporting API
INC-5033 | March 3–5, 2023 | 11 hrs 05 min | 14 hrs 22 min | 98.47% | 98.01% | Full Platform (all modules)
Invoice Period | Billing Period | Monthly Subscription Fee | Settlement Credit Applied | Net Payment Due | Excess Credit Carried Forward
Month 1 | January 15 – February 14, 2024 | $115,000.00 | $121,250.00 | $0.00 | $6,250.00
Month 2 | February 15 – March 14, 2024 | $115,000.00 | $121,250.00 | $0.00 | $6,250.00
Month 3 | March 15 – April 14, 2024 | $115,000.00 | $121,250.00 | $0.00 | $6,250.00
Month 4 | April 15 – May 14, 2024 | $115,000.00 | $121,250.00 | $0.00 | $6,250.00
Total | $460,000.00 | $485,000.00 | $0.00 | $25,000.00

SETTLEMENT TERM SHEET

INTRODUCTORY RECITALS

SECTION 1: SERVICE CREDITS

SECTION 2: MSA RENEWAL

SECTION 3: ENHANCED SLA TERMS

SECTION 4: MUTUAL RELEASE

SECTION 5: NO ADMISSION OF LIABILITY

SECTION 6: CONFIDENTIALITY

SECTION 7: DEFINITIVE DOCUMENTATION

SECTION 9: AUTHORIZED SIGNATORIES

LUMOS ANALYTICS INC.

PINNACLE FINANCIAL HOLDINGS LLC

ACKNOWLEDGED AND AGREED BY COUNSEL:

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts