1008-00008 · Lumos Analytics Inc · Engagement

engagement-letter-lumos.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

101 California Street, Suite 4500 San Francisco, California 94111 Telephone: (415) 398-7200 Facsimile: (415) 398-7201 www.calderwoodharkness.com

February 20, 2024

VIA EMAIL AND HAND DELIVERY

Margaux Fontaine, Esq. General Counsel Lumos Analytics Inc. 450 Mission Street, Suite 2200 San Francisco, California 94105

Re: Engagement of Calderwood & Harkness LLP — Representation of Lumos Analytics Inc. in Connection with the Proposed Acquisition of Prismyx Data Solutions LLC Matter No. 1008-00008

Dear Ms. Fontaine:

We are writing to confirm the terms and conditions under which Calderwood & Harkness LLP (referred to herein as "we," "us," or the "Firm") will represent Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the proposed acquisition of Prismyx Data Solutions LLC ("Prismyx" or the "Target"). We appreciate the confidence that you and the Lumos team have placed in the Firm by selecting us for this important engagement, and we look forward to a productive working relationship throughout the transaction process.

This engagement letter (this "Letter") is intended to set forth the principal terms of our engagement, including the scope of services, fee arrangements, and other matters relevant to our representation. We ask that you review this Letter carefully and contact us with any questions. Your signature below will confirm the Company's acceptance of these terms.

1. Purpose and Scope of Engagement

1.1 Engagement Overview

The Firm is pleased to confirm the terms of our engagement to represent Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, as buyer's counsel in connection with the proposed acquisition of Prismyx Data Solutions LLC, a limited liability company organized and existing under the laws of the State of Delaware. Based on our preliminary discussions with you and your colleagues, we understand that the transaction is anticipated to be structured as a forward merger pursuant to the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "DLLCA"). In furtherance of this structure, Lumos will form a wholly owned Delaware limited liability company merger subsidiary (to be organized as "Prismyx Acquisition Sub LLC" or such other name as may be mutually agreed) for purposes of effecting the merger, with the Target surviving the merger as a wholly owned subsidiary of Lumos.

We further understand that the total anticipated deal value for the proposed acquisition is approximately Fifteen Million Dollars ($15,000,000), inclusive of closing cash consideration payable at the closing and contingent earnout payments that may become payable following the closing, subject to the achievement of specified performance milestones by the Target. The specific allocation between closing consideration and contingent earnout consideration, as well as the applicable milestones, measurement periods, and payment mechanics, will be set forth in the definitive Agreement and Plan of Merger to be negotiated among the parties and their respective counsel.

1.2 Scope of Legal Services

Subject to the exclusions set forth in Section 1.3 below, the Firm's engagement in connection with the proposed transaction will include, but not be limited to, the following legal services:

(a) Transaction Structuring. Providing structuring advice regarding the proposed forward merger, including the formation and organization of the merger subsidiary (Prismyx Acquisition Sub LLC), the mechanics of the merger under DLLCA Section 18-209, the treatment of the Target's outstanding membership interests in the merger, and the allocation of consideration among the Target's members.

(b) Definitive Agreement and Ancillary Documents. Negotiation, drafting, and review of the Agreement and Plan of Merger (the "Merger Agreement") and all ancillary transaction documents, including, without limitation, the escrow agreement with the designated escrow agent, employment agreements and offer letters for certain key employees and founders of the Target who will continue with the combined business following the closing, restrictive covenant agreements (including non-competition and non-solicitation agreements), intellectual property assignment agreements, transition services arrangements (if applicable), and all other closing deliverables as may be required by the parties.

(c) Due Diligence. Coordination and supervision of comprehensive legal due diligence on the Target, encompassing corporate organization and good standing, capitalization and equity ownership, intellectual property (including patents, trademarks, copyrights, trade secrets, and software licensing), material contracts and customer agreements, employment and labor matters (including employee benefit plans and independent contractor classifications), tax compliance, pending and threatened litigation and regulatory proceedings, data privacy and cybersecurity compliance, environmental matters (if applicable), and general regulatory compliance.

(d) Indemnification, Escrow, and Earnout Provisions. Review and analysis of the indemnification and escrow structure to be incorporated into the Merger Agreement, including the determination of escrow amounts, escrow release schedules, basket and cap thresholds, and the procedures for resolving indemnification claims. The Firm will also advise on the earnout mechanics, including the definition of earnout milestones, measurement methodologies, dispute resolution procedures applicable to earnout calculations, and the protections to be afforded to the earnout-eligible members of the Target.

(e) Consents and Approvals. Advice regarding required consents and approvals in connection with the consummation of the proposed transaction, including (i) customer change-of-control consents that may be required under the Target's existing customer agreements, (ii) consents from Linden Grove National Bank, N.A., or its affiliates, as may be required under Lumos's existing credit facility, (iii) any consents required under the Target's material contracts, leases, or licenses, and (iv) an analysis of whether a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required or whether an applicable exemption is available based on the size of the parties and the transaction.

(f) Stockholders' Agreement Compliance. Advice regarding compliance with the Amended and Restated Stockholders' Agreement of Lumos Analytics Inc. (as amended from time to time), including analysis of any board of directors approval requirements applicable to acquisitions with a total transaction value exceeding Five Million Dollars ($5,000,000) and any notice or information rights held by Lumos's stockholders in connection with the proposed transaction.

(g) Closing Preparation. Preparation of comprehensive closing checklists, signature pages, officer and secretary certificates, good standing certificates from the Delaware Secretary of State and any other applicable jurisdictions, certificates of non-foreign status for purposes of compliance with Section 1445 of the Internal Revenue Code (FIRPTA compliance certificates), bring-down certificates, and all other closing deliverables customarily required in transactions of this nature.

(h) Post-Closing Filings. Preparation and filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, and any other post-closing governmental filings as may be required to effectuate the merger.

(i) Legal Opinion. Delivery of a closing legal opinion on behalf of Lumos and the merger subsidiary, addressed to the Target and its members (or their designated representative), covering such matters as are customary for transactions of this type and as may be required under the Merger Agreement, including the due organization of Lumos and the merger subsidiary, the authorization of the Merger Agreement and the transactions contemplated thereby, and the enforceability of the Merger Agreement against Lumos and the merger subsidiary.

(j) Post-Closing Integration Support. Provision of post-closing integration support as reasonably requested by the Company, including advice on earnout administration, escrow claim procedures, the resolution of any working capital adjustment disputes, and other post-closing matters arising under the Merger Agreement.

Important Note Regarding Non-Legal Advice. The Firm's representation in this engagement is limited to the legal aspects of the proposed transaction as described above. The Firm does not provide tax, accounting, financial, or business advice, and Lumos is advised to retain independent tax advisors, accountants, financial advisors, and other consultants as the Company deems appropriate in connection with the proposed transaction. Any comments or observations that the Firm may offer regarding tax, accounting, financial, or business matters are incidental to our legal representation and should not be relied upon as a substitute for the advice of qualified professionals in those disciplines.

1.3 Exclusions. For the avoidance of doubt, this engagement does not cover and the Firm is not being retained to provide the following services:

(a) Representation of Lumos or any of its affiliates in connection with any post-closing disputes, litigation, arbitration, or other adversarial proceedings that may arise out of or relate to the proposed transaction, including, without limitation, any indemnification claims, earnout disputes, or purchase price adjustment disputes. Any such representation would require the execution of a separate engagement letter between the Firm and the Company on terms to be mutually agreed at that time.

(b) Tax advice of any kind, including advice regarding the tax consequences of the proposed transaction to Lumos, its stockholders, or any other party. Lumos should rely solely on its own qualified tax advisors with respect to all tax matters.

(c) Regulatory or securities law advice beyond the scope specifically outlined in Section 1.2 above. Without limiting the generality of the foregoing, the Firm has not been engaged to provide advice regarding compliance with federal or state securities laws (including in connection with any future issuance of securities by Lumos), foreign regulatory approvals, or industry-specific regulatory requirements applicable to the Target's business, except to the extent that such matters are identified and flagged in the course of our legal due diligence on the Target.

2. Engagement Team

2.1 Responsible Partner

Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the responsible partner for this engagement and will have overall supervisory responsibility for the matter. Mr. Wexford will be involved in key strategic decisions, material negotiations, and the review of principal transaction documents. Mr. Wexford may be reached at (415) 398-7210 or hwexford@calderwoodharkness.com.

2.2 Billing Partner

Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the billing partner for this engagement. Ms. Holloway will be responsible for the review and issuance of invoices and will be available to address any billing-related questions or concerns. Ms. Holloway will also contribute substantively to the engagement as needed, including participation in due diligence oversight and document review. Ms. Holloway may be reached at (415) 398-7215 or bholloway@calderwoodharkness.com.

2.3 Lead Associate

Naomi Petersen, Associate in the Firm's Mergers & Acquisitions practice group, will serve as the lead associate and primary day-to-day contact for the engagement. Ms. Petersen will be responsible for the coordination of due diligence workstreams, the initial drafting and mark-up of transaction documents, the preparation of closing checklists and deliverables, and regular communication with the Company regarding the status of the engagement. Ms. Petersen may be reached at (415) 398-7243 or npetersen@calderwoodharkness.com.

2.4 Working Associate

Ryan Kowalski, Associate in the Firm's Mergers & Acquisitions practice group, will assist with due diligence review and analysis, document preparation and management, closing mechanics, and such other tasks as may be assigned by Mr. Wexford, Ms. Holloway, or Ms. Petersen. Mr. Kowalski may be reached at (415) 398-7251 or rkowalski@calderwoodharkness.com.

2.5 Additional Personnel

The Firm may, from time to time and as the needs of the engagement require, assign additional attorneys, paralegals, law clerks, or other support staff to assist with the efficient handling of the matter. Such additional personnel may include attorneys from the Firm's intellectual Property, Employment & Labor, or Tax practices to the extent that specialized expertise is required in connection with the due diligence or other aspects of the engagement. The Company will be informed of any material additions to the engagement team as they arise, and the billing rates of any additional timekeepers will be communicated to the Company in advance of their work on the matter.

3. Fees and Billing Arrangements

3.1 Billing Basis

Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the applicable rates set forth in Section 3.2 below. All professional time is recorded and billed in increments of one-tenth (1/10) of an hour (i.e., six-minute increments). The amount of time charged for a particular task reflects the Firm's good faith assessment of the time reasonably required to perform that task, taking into account the experience and expertise of the timekeeper performing the work.

3.2 Current Hourly Rates

In recognition of Lumos's status as an existing client of the Firm and the value that we place on our ongoing relationship with the Company, the Firm is pleased to offer a voluntary ten percent (10%) discount on partner billing rates for this engagement. The current hourly rates applicable to the members of the engagement team are set forth in the following table:

The ten percent (10%) voluntary discount is applied to partner billing rates only and does not extend to associate, paralegal, or other support staff rates. The Firm's standard billing rates are reviewed and adjusted periodically, typically on an annual basis effective January 1 of each calendar year. Any changes to the standard billing rates applicable to members of the engagement team will be communicated to the Company in advance of such changes taking effect. Notwithstanding any future adjustments to the Firm's standard rates, the ten percent (10%) partner discount described above will remain in effect for the duration of this engagement, and will be applied to the then-current standard partner rates in effect at the time services are rendered.

3.3 Estimated Fees

Based on our understanding of the anticipated scope, complexity, and timeline of the proposed transaction, and drawing upon our experience with comparable middle-market acquisition transactions, the Firm estimates that its total legal fees for the services described in Section 1.2 of this Letter will be approximately Three Hundred Eighty-Five Thousand Dollars ($385,000), exclusive of disbursements and out-of-pocket expenses described in Section 3.4 below.

This estimate is provided solely for the Company's internal budgeting and planning purposes and does not constitute a cap, ceiling, or fixed fee arrangement. Actual fees incurred may be higher or lower than the estimate depending on a number of factors, including, without limitation, (i) the ultimate scope and complexity of the work required, (ii) the extent and results of legal due diligence on the Target, (iii) the pace and nature of negotiations with the Target and its counsel, (iv) any changes in the transaction structure or deal terms, (v) the number and complexity of third-party consents required, (vi) the extent of post-closing integration support requested by the Company, and (vii) any unanticipated issues or complications that may arise during the course of the engagement.

The Firm will endeavor to keep the Company informed on a regular basis regarding the status of fees incurred, and will promptly notify the Company if it appears that actual fees are likely to materially exceed the estimate set forth above so that the Company may make informed decisions regarding the scope and direction of the engagement.

3.4 Disbursements and Expenses

In addition to professional fees, the Company will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, without limitation, the following:

• Filing fees (including fees payable to the Delaware Secretary of State in connection with the Certificate of Merger and other filings);

• Document production, reproduction, and printing costs;

• Messenger and courier services;

• Travel expenses, including airfare, ground transportation, lodging, and meals, if any travel is required in connection with the engagement (travel expenses will be incurred in accordance with the Firm's standard travel policy, and any travel requiring expenditures in excess of $2,500 in the aggregate will be approved by the Company in advance);

• Database and electronic research charges (including Westmark Data Systems, Sundial Solutions, and other research platforms);

• Outside vendor charges for services such as document hosting, virtual data room access, and similar technology platforms; and

• Other similar out-of-pocket costs reasonably incurred in connection with the performance of the Firm's services.

All disbursements and expenses will be separately itemized on the Firm's invoices and will be billed at cost, without mark-up, except for internal reproduction charges, which are billed at the Firm's standard per-page rate.

3.5 Billing and Payment Terms

The Firm will render invoices to the Company on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will include (i) a narrative description of the services rendered during the applicable billing period, organized by timekeeper, (ii) the hours expended by each timekeeper, (iii) the aggregate fees for the billing period, and (iv) an itemized summary of disbursements and expenses incurred during the billing period.

All invoices are due and payable within thirty (30) days of the date of the invoice. Payment should be made by wire transfer or check to the account designated on the invoice. The Firm reserves the right to charge interest on overdue amounts at a rate of one percent (1.0%) per month (or, if less, the maximum rate permitted by applicable law) on any balance that remains unpaid for more than sixty (60) days after the date of the invoice. The Firm's right to charge interest on overdue amounts is in addition to, and not in lieu of, any other rights or remedies available to the Firm under this Letter or at law or in equity.

If the Company has any questions or concerns regarding an invoice, we ask that such questions or concerns be raised promptly so that they may be addressed in a timely manner. The Firm is committed to transparency in its billing practices and welcomes the opportunity to discuss any billing matters with the Company.

4. Client Identity and Conflicts

4.1 Client Identity

The client in this engagement is Lumos Analytics Inc., and only Lumos Analytics Inc. The Firm's duties of loyalty, confidentiality, and diligent representation run solely to the Company as an entity. For the avoidance of doubt, the Firm does not, by virtue of this engagement, represent any of the Company's affiliates, subsidiaries (including the merger subsidiary to be formed in connection with the transaction), parent entities, stockholders, officers, directors, or employees in their individual capacities.

Without limiting the generality of the foregoing, the Firm does not represent Ridgeline Capital Partners, LP, Ridgeline Capital Management LLC, or any of their respective affiliates, partners, members, officers, directors, or employees (collectively, "Ridgeline") in connection with this engagement, notwithstanding the fact that Ridgeline may be a significant stockholder of Lumos. The Firm also does not represent any individual member of the Lumos board of directors in his or her individual capacity in connection with this engagement. To the extent that any individual associated with Lumos or Ridgeline requires independent legal advice in connection with the proposed transaction, that individual should retain his or her own independent counsel.

4.2 Conflicts Check

The Firm has conducted a reasonable conflicts check in accordance with its standard policies and procedures, based on the information currently available to us regarding the parties involved in the proposed transaction and their respective affiliates. Based on the results of that conflicts check, the Firm has determined that there are no conflicts of interest that would prevent the Firm from undertaking this representation in accordance with the California Rules of Professional Conduct.

In the event that a conflict of interest arises during the course of the engagement — whether as a result of new information becoming available, changes in the parties involved, the Firm's acceptance of new clients or matters, or otherwise — the Firm will promptly notify the Company and discuss appropriate steps to address the conflict. Depending on the nature and severity of the conflict, appropriate steps may include the implementation of an ethical wall or other screening procedures within the Firm, the obtaining of an informed written consent and waiver from the affected parties, or, if the conflict cannot be resolved, the Firm's withdrawal from the engagement in an orderly manner that minimizes disruption to the Company and the proposed transaction.

5. Confidentiality and Privilege

5.1 Attorney-Client Privilege

All communications between the Company and the Firm in connection with this engagement — whether oral, written, or electronic — are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and, where applicable, the work product doctrine. The Firm will take reasonable steps to preserve and protect such privileges, including maintaining appropriate internal controls regarding access to confidential client communications and work product.

The Company should be aware that the attorney-client privilege may be waived, intentionally or inadvertently, if privileged communications are disclosed to third parties who are not within the scope of the privilege. We encourage the Company to consult with us before sharing any privileged communications with persons or entities outside of Lumos, including, where appropriate, the Company's other advisors and consultants, to ensure that appropriate steps are taken to preserve the privilege (such as the execution of common interest agreements or joint defense agreements, as applicable).

5.2 Confidentiality Obligation

The Firm will maintain the confidentiality of all information provided to it by the Company in connection with this engagement, including all business, financial, technical, strategic, and other proprietary information, in accordance with the California Rules of Professional Conduct and the Firm's internal policies and procedures regarding client confidentiality. The Firm will not disclose confidential information received from the Company to any third party without the Company's prior written consent, except in the following limited circumstances:

(a) as required by applicable law, regulation, or court order;

(b) as necessary to perform the services contemplated by this engagement, including, without limitation, in connection with filings with the Delaware Secretary of State, communications with opposing counsel in the course of negotiations, and similar activities undertaken on the Company's behalf and with the Company's knowledge; or

(c) as permitted under the applicable rules of professional conduct (for example, to the extent necessary to establish a claim or defense in a dispute between the Firm and the Company, or to comply with a legal or ethical obligation).

The Firm's obligations of confidentiality will survive the termination or conclusion of this engagement.

6. Document Retention

The Firm maintains a document retention policy applicable to all client matters. Under this policy, following the conclusion or termination of the engagement, the Firm will retain the client files related to this matter — including correspondence, memoranda, drafts, research, notes, and other work product — for a period of seven (7) years from the date of the final invoice rendered in connection with the engagement. After the expiration of that seven-year retention period, the Firm may destroy or dispose of the files in accordance with its standard procedures, without further notice to or consent from the Company.

The Company is encouraged to request return of any original documents or files at or prior to the conclusion of the engagement. Original documents provided by the Company to the Firm during the course of the engagement will be returned to the Company promptly upon written request. The Firm may retain copies of such original documents for its own files, subject to the Firm's continuing obligations of confidentiality as described in Section 5 above.

The Company is also encouraged to maintain its own copies of all significant documents and correspondence generated during the engagement for its own records and future reference.

7. Termination of Engagement

7.1 Termination by Client

The Company may terminate this engagement at any time and for any reason by providing written notice to the Firm, directed to the attention of Harrison Wexford at the address set forth at the top of this Letter or by email at hwexford@calderwoodharkness.com. Upon receipt of such notice, the Firm will take reasonable steps to wind down its involvement in the matter in an orderly fashion, including, where practicable, completing any time-sensitive tasks then in progress and cooperating in the transition of the matter to successor counsel designated by the Company.

Notwithstanding any termination by the Company, the Company will remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 3 above.

7.2 Termination by Firm

The Firm may withdraw from the engagement upon reasonable prior written notice to the Company, subject to applicable rules of professional conduct (including California Rule of Professional Conduct 1.16) and any obligations imposed by courts, arbitral tribunals, or other bodies before which the Firm may be appearing on the Company's behalf at the time of withdrawal.

Without limiting the generality of the foregoing, the Firm may withdraw from the engagement under the following circumstances:

(a) if invoices rendered by the Firm remain unpaid for more than ninety (90) days following the applicable invoice date, after the Firm has provided written notice of such delinquency and a reasonable opportunity to cure;

(b) if a conflict of interest arises that cannot be resolved through the measures described in Section 4.2 above, including situations in which the Company declines to provide an informed written consent to a waivable conflict;

(c) if the Company fails to cooperate with the Firm in the provision of information, documents, or instructions reasonably necessary for the Firm to perform its services under this engagement; or

(d) if continuation of the representation would require the Firm to act in a manner that is inconsistent with the Firm's ethical obligations under the applicable rules of professional conduct.

In the event of any withdrawal by the Firm, the Firm will take reasonable steps to protect the Company's interests and to facilitate an orderly transition of the matter to successor counsel.

8. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by the Company to the Firm for services rendered under this engagement letter. This limitation applies to all claims, losses, damages, costs, and expenses of any kind or nature, whether direct or indirect.

In no event shall the Firm be liable to the Company for any consequential, indirect, incidental, special, exemplary, or punitive damages, including, without limitation, any lost profits, loss of business opportunity, diminution in value, or loss of data, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.

The limitations of liability set forth in this Section 8 shall survive the termination or conclusion of this engagement.

9. Governing Law and Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Letter or the Firm's engagement hereunder, including any dispute regarding the interpretation, validity, enforceability, or termination of this Letter, shall be resolved by final and binding arbitration administered in San Francisco, California, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive or other equitable relief, and the award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is warranted under the circumstances.

10. Entire Agreement; Amendments

This Letter constitutes the entire agreement between the Firm and the Company with respect to the terms and conditions of the Firm's engagement in connection with the proposed acquisition of Prismyx Data Solutions LLC, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether oral or written, between the parties with respect to the subject matter hereof.

No amendment, modification, supplement, or waiver of any provision of this Letter shall be effective unless set forth in a written instrument executed by both the Firm and the Company. No failure or delay by either party in exercising any right, power, or privilege under this Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

11. Acceptance and Counterparts

We respectfully request that the Company indicate its acceptance of the terms and conditions of this engagement by having an authorized representative sign and return a copy of this Letter to the Firm at the address set forth above or by email to hwexford@calderwoodharkness.com. Upon execution and return by the Company, this Letter will constitute a binding agreement between the Firm and the Company with respect to the matters set forth herein.

This Letter may be executed in one or more counterparts, including by means of facsimile or electronic signature (including Brightwater Software or similar platforms), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.

We look forward to working with you and the entire Lumos team on this important transaction. We believe that the acquisition of Prismyx represents a compelling strategic opportunity for Lumos, and we are committed to providing the highest quality of legal services to ensure a successful outcome. Please do not hesitate to contact me at (415) 398-7210 or hwexford@calderwoodharkness.com, or Naomi Petersen at (415) 398-7243 or npetersen@calderwoodharkness.com, if you have any questions regarding this Letter or any other aspect of the engagement.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Wexford, Partner Mergers & Acquisitions Practice Group

Telephone: (415) 398-7210

Email: hwexford@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is authorized to execute this engagement letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

LUMOS ANALYTICS INC.

By: ________

Name: Margaux Fontaine, Esq.

Title: General Counsel

Date: ________

cc: Desmond Calloway, Chief Executive Officer, Lumos Analytics Inc. cc: Priya Subramaniam, Chief Financial Officer, Lumos Analytics Inc. cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP cc: Naomi Petersen, Associate, Calderwood & Harkness LLP

For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Timekeeper	Position	Standard Rate ($/hr)	Engagement Rate ($/hr)
Harrison Wexford	Partner	$1,150	$1,035
Beatrice Holloway	Partner	$1,100	$990
Naomi Petersen	Associate	$725	$725
Ryan Kowalski	Associate	$575	$575

CALDERWOOD & HARKNESS LLP Attorneys at Law
101 California Street, Suite 4500 San Francisco, California 94111 Telephone: (415) 398-7200 Facsimile: (415) 398-7201 www.calderwoodharkness.com
February 20, 2024
VIA EMAIL AND HAND DELIVERY
Margaux Fontaine, Esq. General Counsel Lumos Analytics Inc. 450 Mission Street, Suite 2200 San Francisco, California 94105
Re: Engagement of Calderwood & Harkness LLP — Representation of Lumos Analytics Inc. in Connection with the Proposed Acquisition of Prismyx Data Solutions LLC Matter No. 1008-00008
Dear Ms. Fontaine:
We are writing to confirm the terms and conditions under which Calderwood & Harkness LLP (referred to herein as "we," "us," or the "Firm") will represent Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the proposed acquisition of Prismyx Data Solutions LLC ("Prismyx" or the "Target"). We appreciate the confidence that you and the Lumos team have placed in the Firm by selecting us for this important engagement, and we look forward to a productive working relationship throughout the transaction process.
This engagement letter (this "Letter") is intended to set forth the principal terms of our engagement, including the scope of services, fee arrangements, and other matters relevant to our representation. We ask that you review this Letter carefully and contact us with any questions. Your signature below will confirm the Company's acceptance of these terms.
1. Purpose and Scope of Engagement
1.1 Engagement Overview
The Firm is pleased to confirm the terms of our engagement to represent Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, as buyer's counsel in connection with the proposed acquisition of Prismyx Data Solutions LLC, a limited liability company organized and existing under the laws of the State of Delaware. Based on our preliminary discussions with you and your colleagues, we understand that the transaction is anticipated to be structured as a forward merger pursuant to the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (the "DLLCA"). In furtherance of this structure, Lumos will form a wholly owned Delaware limited liability company merger subsidiary (to be organized as "Prismyx Acquisition Sub LLC" or such other name as may be mutually agreed) for purposes of effecting the merger, with the Target surviving the merger as a wholly owned subsidiary of Lumos.
We further understand that the total anticipated deal value for the proposed acquisition is approximately Fifteen Million Dollars ($15,000,000), inclusive of closing cash consideration payable at the closing and contingent earnout payments that may become payable following the closing, subject to the achievement of specified performance milestones by the Target. The specific allocation between closing consideration and contingent earnout consideration, as well as the applicable milestones, measurement periods, and payment mechanics, will be set forth in the definitive Agreement and Plan of Merger to be negotiated among the parties and their respective counsel.
1.2 Scope of Legal Services
Subject to the exclusions set forth in Section 1.3 below, the Firm's engagement in connection with the proposed transaction will include, but not be limited to, the following legal services:
(a) Transaction Structuring. Providing structuring advice regarding the proposed forward merger, including the formation and organization of the merger subsidiary (Prismyx Acquisition Sub LLC), the mechanics of the merger under DLLCA Section 18-209, the treatment of the Target's outstanding membership interests in the merger, and the allocation of consideration among the Target's members.
(b) Definitive Agreement and Ancillary Documents. Negotiation, drafting, and review of the Agreement and Plan of Merger (the "Merger Agreement") and all ancillary transaction documents, including, without limitation, the escrow agreement with the designated escrow agent, employment agreements and offer letters for certain key employees and founders of the Target who will continue with the combined business following the closing, restrictive covenant agreements (including non-competition and non-solicitation agreements), intellectual property assignment agreements, transition services arrangements (if applicable), and all other closing deliverables as may be required by the parties.
(c) Due Diligence. Coordination and supervision of comprehensive legal due diligence on the Target, encompassing corporate organization and good standing, capitalization and equity ownership, intellectual property (including patents, trademarks, copyrights, trade secrets, and software licensing), material contracts and customer agreements, employment and labor matters (including employee benefit plans and independent contractor classifications), tax compliance, pending and threatened litigation and regulatory proceedings, data privacy and cybersecurity compliance, environmental matters (if applicable), and general regulatory compliance.
(d) Indemnification, Escrow, and Earnout Provisions. Review and analysis of the indemnification and escrow structure to be incorporated into the Merger Agreement, including the determination of escrow amounts, escrow release schedules, basket and cap thresholds, and the procedures for resolving indemnification claims. The Firm will also advise on the earnout mechanics, including the definition of earnout milestones, measurement methodologies, dispute resolution procedures applicable to earnout calculations, and the protections to be afforded to the earnout-eligible members of the Target.
(e) Consents and Approvals. Advice regarding required consents and approvals in connection with the consummation of the proposed transaction, including (i) customer change-of-control consents that may be required under the Target's existing customer agreements, (ii) consents from Linden Grove National Bank, N.A., or its affiliates, as may be required under Lumos's existing credit facility, (iii) any consents required under the Target's material contracts, leases, or licenses, and (iv) an analysis of whether a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required or whether an applicable exemption is available based on the size of the parties and the transaction.
(f) Stockholders' Agreement Compliance. Advice regarding compliance with the Amended and Restated Stockholders' Agreement of Lumos Analytics Inc. (as amended from time to time), including analysis of any board of directors approval requirements applicable to acquisitions with a total transaction value exceeding Five Million Dollars ($5,000,000) and any notice or information rights held by Lumos's stockholders in connection with the proposed transaction.
(g) Closing Preparation. Preparation of comprehensive closing checklists, signature pages, officer and secretary certificates, good standing certificates from the Delaware Secretary of State and any other applicable jurisdictions, certificates of non-foreign status for purposes of compliance with Section 1445 of the Internal Revenue Code (FIRPTA compliance certificates), bring-down certificates, and all other closing deliverables customarily required in transactions of this nature.
(h) Post-Closing Filings. Preparation and filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, and any other post-closing governmental filings as may be required to effectuate the merger.
(i) Legal Opinion. Delivery of a closing legal opinion on behalf of Lumos and the merger subsidiary, addressed to the Target and its members (or their designated representative), covering such matters as are customary for transactions of this type and as may be required under the Merger Agreement, including the due organization of Lumos and the merger subsidiary, the authorization of the Merger Agreement and the transactions contemplated thereby, and the enforceability of the Merger Agreement against Lumos and the merger subsidiary.
(j) Post-Closing Integration Support. Provision of post-closing integration support as reasonably requested by the Company, including advice on earnout administration, escrow claim procedures, the resolution of any working capital adjustment disputes, and other post-closing matters arising under the Merger Agreement.
Important Note Regarding Non-Legal Advice. The Firm's representation in this engagement is limited to the legal aspects of the proposed transaction as described above. The Firm does not provide tax, accounting, financial, or business advice, and Lumos is advised to retain independent tax advisors, accountants, financial advisors, and other consultants as the Company deems appropriate in connection with the proposed transaction. Any comments or observations that the Firm may offer regarding tax, accounting, financial, or business matters are incidental to our legal representation and should not be relied upon as a substitute for the advice of qualified professionals in those disciplines.
1.3 Exclusions.  For the avoidance of doubt, this engagement does not cover and the Firm is not being retained to provide the following services:
(a) Representation of Lumos or any of its affiliates in connection with any post-closing disputes, litigation, arbitration, or other adversarial proceedings that may arise out of or relate to the proposed transaction, including, without limitation, any indemnification claims, earnout disputes, or purchase price adjustment disputes. Any such representation would require the execution of a separate engagement letter between the Firm and the Company on terms to be mutually agreed at that time.
(b) Tax advice of any kind, including advice regarding the tax consequences of the proposed transaction to Lumos, its stockholders, or any other party. Lumos should rely solely on its own qualified tax advisors with respect to all tax matters.
(c) Regulatory or securities law advice beyond the scope specifically outlined in Section 1.2 above. Without limiting the generality of the foregoing, the Firm has not been engaged to provide advice regarding compliance with federal or state securities laws (including in connection with any future issuance of securities by Lumos), foreign regulatory approvals, or industry-specific regulatory requirements applicable to the Target's business, except to the extent that such matters are identified and flagged in the course of our legal due diligence on the Target.
2. Engagement Team
2.1 Responsible Partner
Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the responsible partner for this engagement and will have overall supervisory responsibility for the matter. Mr. Wexford will be involved in key strategic decisions, material negotiations, and the review of principal transaction documents. Mr. Wexford may be reached at (415) 398-7210 or hwexford@calderwoodharkness.com.
2.2 Billing Partner
Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the billing partner for this engagement. Ms. Holloway will be responsible for the review and issuance of invoices and will be available to address any billing-related questions or concerns. Ms. Holloway will also contribute substantively to the engagement as needed, including participation in due diligence oversight and document review. Ms. Holloway may be reached at (415) 398-7215 or bholloway@calderwoodharkness.com.
2.3 Lead Associate
Naomi Petersen, Associate in the Firm's Mergers & Acquisitions practice group, will serve as the lead associate and primary day-to-day contact for the engagement. Ms. Petersen will be responsible for the coordination of due diligence workstreams, the initial drafting and mark-up of transaction documents, the preparation of closing checklists and deliverables, and regular communication with the Company regarding the status of the engagement. Ms. Petersen may be reached at (415) 398-7243 or npetersen@calderwoodharkness.com.
2.4 Working Associate
Ryan Kowalski, Associate in the Firm's Mergers & Acquisitions practice group, will assist with due diligence review and analysis, document preparation and management, closing mechanics, and such other tasks as may be assigned by Mr. Wexford, Ms. Holloway, or Ms. Petersen. Mr. Kowalski may be reached at (415) 398-7251 or rkowalski@calderwoodharkness.com.
2.5 Additional Personnel
The Firm may, from time to time and as the needs of the engagement require, assign additional attorneys, paralegals, law clerks, or other support staff to assist with the efficient handling of the matter. Such additional personnel may include attorneys from the Firm's intellectual Property, Employment & Labor, or Tax practices to the extent that specialized expertise is required in connection with the due diligence or other aspects of the engagement. The Company will be informed of any material additions to the engagement team as they arise, and the billing rates of any additional timekeepers will be communicated to the Company in advance of their work on the matter.
3. Fees and Billing Arrangements
3.1 Billing Basis
Services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the applicable rates set forth in Section 3.2 below. All professional time is recorded and billed in increments of one-tenth (1/10) of an hour (i.e., six-minute increments). The amount of time charged for a particular task reflects the Firm's good faith assessment of the time reasonably required to perform that task, taking into account the experience and expertise of the timekeeper performing the work.
3.2 Current Hourly Rates
In recognition of Lumos's status as an existing client of the Firm and the value that we place on our ongoing relationship with the Company, the Firm is pleased to offer a voluntary ten percent (10%) discount on partner billing rates for this engagement. The current hourly rates applicable to the members of the engagement team are set forth in the following table:
The ten percent (10%) voluntary discount is applied to partner billing rates only and does not extend to associate, paralegal, or other support staff rates. The Firm's standard billing rates are reviewed and adjusted periodically, typically on an annual basis effective January 1 of each calendar year. Any changes to the standard billing rates applicable to members of the engagement team will be communicated to the Company in advance of such changes taking effect. Notwithstanding any future adjustments to the Firm's standard rates, the ten percent (10%) partner discount described above will remain in effect for the duration of this engagement, and will be applied to the then-current standard partner rates in effect at the time services are rendered.
3.3 Estimated Fees
Based on our understanding of the anticipated scope, complexity, and timeline of the proposed transaction, and drawing upon our experience with comparable middle-market acquisition transactions, the Firm estimates that its total legal fees for the services described in Section 1.2 of this Letter will be approximately Three Hundred Eighty-Five Thousand Dollars ($385,000), exclusive of disbursements and out-of-pocket expenses described in Section 3.4 below.
This estimate is provided solely for the Company's internal budgeting and planning purposes and does not constitute a cap, ceiling, or fixed fee arrangement. Actual fees incurred may be higher or lower than the estimate depending on a number of factors, including, without limitation, (i) the ultimate scope and complexity of the work required, (ii) the extent and results of legal due diligence on the Target, (iii) the pace and nature of negotiations with the Target and its counsel, (iv) any changes in the transaction structure or deal terms, (v) the number and complexity of third-party consents required, (vi) the extent of post-closing integration support requested by the Company, and (vii) any unanticipated issues or complications that may arise during the course of the engagement.
The Firm will endeavor to keep the Company informed on a regular basis regarding the status of fees incurred, and will promptly notify the Company if it appears that actual fees are likely to materially exceed the estimate set forth above so that the Company may make informed decisions regarding the scope and direction of the engagement.
3.4 Disbursements and Expenses
In addition to professional fees, the Company will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Such disbursements and expenses may include, without limitation, the following:
•  Filing fees (including fees payable to the Delaware Secretary of State in connection with the Certificate of Merger and other filings);
•  Document production, reproduction, and printing costs;
•  Messenger and courier services;
•  Travel expenses, including airfare, ground transportation, lodging, and meals, if any travel is required in connection with the engagement (travel expenses will be incurred in accordance with the Firm's standard travel policy, and any travel requiring expenditures in excess of $2,500 in the aggregate will be approved by the Company in advance);
•  Database and electronic research charges (including Westmark Data Systems, Sundial Solutions, and other research platforms);
•  Outside vendor charges for services such as document hosting, virtual data room access, and similar technology platforms; and
•  Other similar out-of-pocket costs reasonably incurred in connection with the performance of the Firm's services.
All disbursements and expenses will be separately itemized on the Firm's invoices and will be billed at cost, without mark-up, except for internal reproduction charges, which are billed at the Firm's standard per-page rate.
3.5 Billing and Payment Terms
The Firm will render invoices to the Company on a monthly basis, typically within fifteen (15) business days following the end of each calendar month. Each invoice will include (i) a narrative description of the services rendered during the applicable billing period, organized by timekeeper, (ii) the hours expended by each timekeeper, (iii) the aggregate fees for the billing period, and (iv) an itemized summary of disbursements and expenses incurred during the billing period.
All invoices are due and payable within thirty (30) days of the date of the invoice. Payment should be made by wire transfer or check to the account designated on the invoice. The Firm reserves the right to charge interest on overdue amounts at a rate of one percent (1.0%) per month (or, if less, the maximum rate permitted by applicable law) on any balance that remains unpaid for more than sixty (60) days after the date of the invoice. The Firm's right to charge interest on overdue amounts is in addition to, and not in lieu of, any other rights or remedies available to the Firm under this Letter or at law or in equity.
If the Company has any questions or concerns regarding an invoice, we ask that such questions or concerns be raised promptly so that they may be addressed in a timely manner. The Firm is committed to transparency in its billing practices and welcomes the opportunity to discuss any billing matters with the Company.
4. Client Identity and Conflicts
4.1 Client Identity
The client in this engagement is Lumos Analytics Inc., and only Lumos Analytics Inc. The Firm's duties of loyalty, confidentiality, and diligent representation run solely to the Company as an entity. For the avoidance of doubt, the Firm does not, by virtue of this engagement, represent any of the Company's affiliates, subsidiaries (including the merger subsidiary to be formed in connection with the transaction), parent entities, stockholders, officers, directors, or employees in their individual capacities.
Without limiting the generality of the foregoing, the Firm does not represent Ridgeline Capital Partners, LP, Ridgeline Capital Management LLC, or any of their respective affiliates, partners, members, officers, directors, or employees (collectively, "Ridgeline") in connection with this engagement, notwithstanding the fact that Ridgeline may be a significant stockholder of Lumos. The Firm also does not represent any individual member of the Lumos board of directors in his or her individual capacity in connection with this engagement. To the extent that any individual associated with Lumos or Ridgeline requires independent legal advice in connection with the proposed transaction, that individual should retain his or her own independent counsel.
4.2 Conflicts Check
The Firm has conducted a reasonable conflicts check in accordance with its standard policies and procedures, based on the information currently available to us regarding the parties involved in the proposed transaction and their respective affiliates. Based on the results of that conflicts check, the Firm has determined that there are no conflicts of interest that would prevent the Firm from undertaking this representation in accordance with the California Rules of Professional Conduct.
In the event that a conflict of interest arises during the course of the engagement — whether as a result of new information becoming available, changes in the parties involved, the Firm's acceptance of new clients or matters, or otherwise — the Firm will promptly notify the Company and discuss appropriate steps to address the conflict. Depending on the nature and severity of the conflict, appropriate steps may include the implementation of an ethical wall or other screening procedures within the Firm, the obtaining of an informed written consent and waiver from the affected parties, or, if the conflict cannot be resolved, the Firm's withdrawal from the engagement in an orderly manner that minimizes disruption to the Company and the proposed transaction.
5. Confidentiality and Privilege
5.1 Attorney-Client Privilege
All communications between the Company and the Firm in connection with this engagement — whether oral, written, or electronic — are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and, where applicable, the work product doctrine. The Firm will take reasonable steps to preserve and protect such privileges, including maintaining appropriate internal controls regarding access to confidential client communications and work product.
The Company should be aware that the attorney-client privilege may be waived, intentionally or inadvertently, if privileged communications are disclosed to third parties who are not within the scope of the privilege. We encourage the Company to consult with us before sharing any privileged communications with persons or entities outside of Lumos, including, where appropriate, the Company's other advisors and consultants, to ensure that appropriate steps are taken to preserve the privilege (such as the execution of common interest agreements or joint defense agreements, as applicable).
5.2 Confidentiality Obligation
The Firm will maintain the confidentiality of all information provided to it by the Company in connection with this engagement, including all business, financial, technical, strategic, and other proprietary information, in accordance with the California Rules of Professional Conduct and the Firm's internal policies and procedures regarding client confidentiality. The Firm will not disclose confidential information received from the Company to any third party without the Company's prior written consent, except in the following limited circumstances:
(a) as required by applicable law, regulation, or court order;
(b) as necessary to perform the services contemplated by this engagement, including, without limitation, in connection with filings with the Delaware Secretary of State, communications with opposing counsel in the course of negotiations, and similar activities undertaken on the Company's behalf and with the Company's knowledge; or
(c) as permitted under the applicable rules of professional conduct (for example, to the extent necessary to establish a claim or defense in a dispute between the Firm and the Company, or to comply with a legal or ethical obligation).
The Firm's obligations of confidentiality will survive the termination or conclusion of this engagement.
6. Document Retention
The Firm maintains a document retention policy applicable to all client matters. Under this policy, following the conclusion or termination of the engagement, the Firm will retain the client files related to this matter — including correspondence, memoranda, drafts, research, notes, and other work product — for a period of seven (7) years from the date of the final invoice rendered in connection with the engagement. After the expiration of that seven-year retention period, the Firm may destroy or dispose of the files in accordance with its standard procedures, without further notice to or consent from the Company.
The Company is encouraged to request return of any original documents or files at or prior to the conclusion of the engagement. Original documents provided by the Company to the Firm during the course of the engagement will be returned to the Company promptly upon written request. The Firm may retain copies of such original documents for its own files, subject to the Firm's continuing obligations of confidentiality as described in Section 5 above.
The Company is also encouraged to maintain its own copies of all significant documents and correspondence generated during the engagement for its own records and future reference.
7. Termination of Engagement
7.1 Termination by Client
The Company may terminate this engagement at any time and for any reason by providing written notice to the Firm, directed to the attention of Harrison Wexford at the address set forth at the top of this Letter or by email at hwexford@calderwoodharkness.com. Upon receipt of such notice, the Firm will take reasonable steps to wind down its involvement in the matter in an orderly fashion, including, where practicable, completing any time-sensitive tasks then in progress and cooperating in the transition of the matter to successor counsel designated by the Company.
Notwithstanding any termination by the Company, the Company will remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 3 above.
7.2 Termination by Firm
The Firm may withdraw from the engagement upon reasonable prior written notice to the Company, subject to applicable rules of professional conduct (including California Rule of Professional Conduct 1.16) and any obligations imposed by courts, arbitral tribunals, or other bodies before which the Firm may be appearing on the Company's behalf at the time of withdrawal.
Without limiting the generality of the foregoing, the Firm may withdraw from the engagement under the following circumstances:
(a) if invoices rendered by the Firm remain unpaid for more than ninety (90) days following the applicable invoice date, after the Firm has provided written notice of such delinquency and a reasonable opportunity to cure;
(b) if a conflict of interest arises that cannot be resolved through the measures described in Section 4.2 above, including situations in which the Company declines to provide an informed written consent to a waivable conflict;
(c) if the Company fails to cooperate with the Firm in the provision of information, documents, or instructions reasonably necessary for the Firm to perform its services under this engagement; or
(d) if continuation of the representation would require the Firm to act in a manner that is inconsistent with the Firm's ethical obligations under the applicable rules of professional conduct.
In the event of any withdrawal by the Firm, the Firm will take reasonable steps to protect the Company's interests and to facilitate an orderly transition of the matter to successor counsel.
8. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amount of fees actually paid by the Company to the Firm for services rendered under this engagement letter. This limitation applies to all claims, losses, damages, costs, and expenses of any kind or nature, whether direct or indirect.
In no event shall the Firm be liable to the Company for any consequential, indirect, incidental, special, exemplary, or punitive damages, including, without limitation, any lost profits, loss of business opportunity, diminution in value, or loss of data, arising out of or relating to this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.
The limitations of liability set forth in this Section 8 shall survive the termination or conclusion of this engagement.
9. Governing Law and Dispute Resolution
This Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Letter or the Firm's engagement hereunder, including any dispute regarding the interpretation, validity, enforceability, or termination of this Letter, shall be resolved by final and binding arbitration administered in San Francisco, California, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive or other equitable relief, and the award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is warranted under the circumstances.
10. Entire Agreement; Amendments
This Letter constitutes the entire agreement between the Firm and the Company with respect to the terms and conditions of the Firm's engagement in connection with the proposed acquisition of Prismyx Data Solutions LLC, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether oral or written, between the parties with respect to the subject matter hereof.
No amendment, modification, supplement, or waiver of any provision of this Letter shall be effective unless set forth in a written instrument executed by both the Firm and the Company. No failure or delay by either party in exercising any right, power, or privilege under this Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
11. Acceptance and Counterparts
We respectfully request that the Company indicate its acceptance of the terms and conditions of this engagement by having an authorized representative sign and return a copy of this Letter to the Firm at the address set forth above or by email to hwexford@calderwoodharkness.com. Upon execution and return by the Company, this Letter will constitute a binding agreement between the Firm and the Company with respect to the matters set forth herein.
This Letter may be executed in one or more counterparts, including by means of facsimile or electronic signature (including Brightwater Software or similar platforms), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.
We look forward to working with you and the entire Lumos team on this important transaction. We believe that the acquisition of Prismyx represents a compelling strategic opportunity for Lumos, and we are committed to providing the highest quality of legal services to ensure a successful outcome. Please do not hesitate to contact me at (415) 398-7210 or hwexford@calderwoodharkness.com, or Naomi Petersen at (415) 398-7243 or npetersen@calderwoodharkness.com, if you have any questions regarding this Letter or any other aspect of the engagement.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Wexford, Partner Mergers & Acquisitions Practice Group
Telephone: (415) 398-7210
Email: hwexford@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is authorized to execute this engagement letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
LUMOS ANALYTICS INC.
By: ________
Name: Margaux Fontaine, Esq.
Title: General Counsel
Date: ________
cc: Desmond Calloway, Chief Executive Officer, Lumos Analytics Inc. cc: Priya Subramaniam, Chief Financial Officer, Lumos Analytics Inc. cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP cc: Naomi Petersen, Associate, Calderwood & Harkness LLP
For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Timekeeper | Position | Standard Rate ($/hr) | Engagement Rate ($/hr)
Harrison Wexford | Partner | $1,150 | $1,035
Beatrice Holloway | Partner | $1,100 | $990
Naomi Petersen | Associate | $725 | $725
Ryan Kowalski | Associate | $575 | $575

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

LUMOS ANALYTICS INC.

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