1008-00010 · Lumos Analytics Inc · Engagement

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MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Howard Bellamy, Partner, Antitrust & Competition

FROM: Robert Jansen, Associate, Tax

DATE: January 30, 2024

RE: Conflicts Check — New Matter 1008-00010: Lumos Analytics Inc. / Meridian Data Solutions GmbH — EMEA Channel Reseller Program Agreement

MATTER NO.: 1008-00010

1. Purpose

This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Lumos Analytics Inc. ("Lumos" or the "Client") to negotiate and draft a Channel Reseller Program Agreement (the "Agreement") and related ancillary documents for the distribution of the Lumos Prism™ AI-driven financial analytics platform across the Europe, Middle East, and Africa ("EMEA") region, with Meridian Data Solutions GmbH ("Meridian" or "MDS") as the designated channel partner. The scope of the engagement encompasses the drafting, negotiation, and finalization of the principal Agreement, together with all schedules, exhibits, and ancillary side letters, including but not limited to territory allocation schedules, service-level commitment annexes, data processing addenda, escrow arrangements for indemnification holdbacks, and any sub-distribution authorization instruments required to effectuate the channel reseller program across the designated EMEA sub-territories.

The conflicts check was initiated on January 30, 2024, concurrent with the execution of the engagement letter between Calderwood & Harkness LLP and Lumos Analytics Inc. This memorandum has been prepared in accordance with the Firm's internal Conflicts Clearance Policy (Policy No. GC-2019-003, as amended effective September 1, 2023) and the applicable provisions of the California Rules of Professional Conduct, Rules 1.7 and 1.9, as well as the American Bar Association Model Rules of Professional Conduct, Rules 1.7 through 1.10, to the extent relevant. All searches, analyses, and conclusions set forth herein are subject to the attorney-client privilege and work product doctrine.

2. Engagement Overview

The following summarizes the key parameters of the proposed engagement that informed the scope and design of the conflicts search:

Client: Lumos Analytics Inc., a Delaware C-Corporation headquartered at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. Employer Identification Number (EIN): 84-3291056.

Registered Agent (Delaware): Pacific Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.

Nature of Engagement: Negotiation and drafting of a Channel Reseller Program Agreement (technology transactions) and related ancillary documents for the EMEA-wide distribution of Lumos Prism™ software-as-a-service ("SaaS") subscriptions through Meridian Data Solutions GmbH and its designated sub-distributors. The engagement is classified as a transactional technology matter with cross-border regulatory and data-protection dimensions.

Aggregate Deal Value: Thirty Million United States Dollars ($30,000,000) over a five (5)-year initial term, based on projected minimum commitment volumes and tiered volume-based pricing as set forth in the draft term sheet dated January 22, 2024.

Governing Law: State of California, United States of America.

Responsible Partner: Howard Bellamy, Partner, Antitrust & Competition Practice Group.

Billing Partner: Douglas Fairchild, Partner, Real Estate Practice Group.

Lead Associate: Leila Nazari, Associate, Tax Practice Group.

Working Associate: Robert Jansen, Associate, Tax Practice Group.

The engagement team may be supplemented with additional attorneys from the Firm's Technology Transactions, intellectual Property, and Data Privacy practice groups as the transaction progresses. Should any additional attorneys be added to the engagement team, supplemental conflicts checks will be performed at that time in accordance with Firm policy.

3. Parties and Related Entities Searched

The conflicts search encompassed the following parties, related entities, affiliates, principals, key officers, directors, and outside advisors. Each entity and individual listed below was searched against the Firm's conflicts database using the methodology described in Section 4 of this memorandum.

3.1 Client and Client Affiliates

Lumos Analytics Inc. (also searched under the short names "Lumos" and "Lumos AI") — Delaware C-Corporation; industry classification: SaaS / Fintech — AI-driven financial analytics and risk-modeling platform. Lumos develops and markets the Lumos Prism™ platform, a cloud-based, AI-driven financial analytics and risk-modeling solution marketed primarily to institutional asset managers, commercial banks, and insurance companies. Fiscal Year 2023 Annual Recurring Revenue ("ARR"): $187.4 million.

Crestline Capital Partners, LP — Delaware limited partnership; principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Crestline is the private equity sponsor of Lumos, holding approximately 62.3% of the outstanding equity interests in Lumos. Crestline led the Series C financing round in 2021 and subsequently acquired additional secondary shares from earlier investors. Crestline's Managing Partner is Jonathan Whitfield, and the Portfolio Operations Partner overseeing the Crestline investment in Lumos is Rebecca Solari. Crestline was included in the search as a material affiliate of the Client given its majority ownership position and its representation on the Lumos board of directors.

Key Individuals at Lumos Analytics Inc.:

• Priya Raghavan — Chief Executive Officer

• Marcus Ellenberg — Chief Financial Officer

• Tomoko Ishikawa — Senior Vice President, Global Partnerships

• Daniel Ostroff — Vice President, Legal & Compliance (designated as the Firm's primary legal contact at the Client)

• Henrik Dalmqvist — Vice President, EMEA Sales

Each of the foregoing individuals was searched individually by full name and, where applicable, by known variants or alternative spellings.

3.2 Counterparty and Counterparty Affiliates

Meridian Data Solutions GmbH (also searched under the short names "Meridian" and "MDS") — Gesellschaft mit beschränkter Haftung (GmbH) organized and registered under the laws of the Federal Republic of Germany. Registered office: Leopoldstraße 78, 80802 München, Germany. Commercial register: Amtsgericht München, HRB 274581. German Tax Identification Number (Steuernummer): 143/117/60253. Value Added Tax Identification Number (USt-IdNr.): DE319274105. Fiscal Year 2023 Revenue: approximately €312 million. Meridian is a pan-European technology distribution and value-added reseller ("VAR") specializing in enterprise software, cloud infrastructure, and data analytics solutions.

Key Individuals at Meridian Data Solutions GmbH:

• Florian Eckstein — Managing Director (Geschäftsführer)

• Katarina Voss — Chief Commercial Officer

• Jean-Philippe Moreau — Head of Vendor Partnerships

• Dr. Anneliese Brandt — General Counsel

Meridian Data Solutions UK Ltd (also searched under the short name "Meridian UK") — Private limited company incorporated under the laws of England and Wales. Registered office: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom. Companies House Registration Number: 12847391. Director: Katarina Voss. Meridian UK is the designated sub-distributor for the United Kingdom and Ireland sub-territory under the proposed Agreement.

Meridian Data Solutions SARL (also searched under the short name "Meridian France") — Société à responsabilité limitée (SARL) organized under the laws of the French Republic. Registered office: 27 Rue de la Boétie, 75008 Paris, France. SIREN Number: 912 483 057. Gérant: Jean-Philippe Moreau. Meridian France is the designated sub-distributor for the France, Belgium, Luxembourg, and French-speaking Switzerland sub-territory under the proposed Agreement.

3.3 Counterparty's Outside Counsel

Kessler Hartmann Rechtsanwälte PartG mbB (also searched under the short name "Kessler Hartmann") — Partnerschaftsgesellschaft mit beschränkter Berufshaftung, a German partnership of attorneys with limited professional liability. Offices at Maximilianstraße 35, 80539 München, Germany. Kessler Hartmann has been identified by Meridian as its outside counsel for the negotiation of the Agreement.

Key Individuals at Kessler Hartmann:

• Dr. Stefan Kessler — Lead Partner

• Laura Pfeiffer — Associate

3.4 Other Transaction Parties and Advisors Searched

The following third-party advisors, service providers, financial institutions, and insurance carriers associated with one or both transaction parties were included in the conflicts search to ensure comprehensive coverage:

Thornbridge Whitaker LLP — Solicitors and European Counsel. Offices at 22 Bishopsgate, London EC2N 4BQ, United Kingdom. Thornbridge Whitaker has been retained by Lumos as UK and EU regulatory and data-protection counsel in connection with the EMEA distribution program, with a particular focus on General Data Protection Regulation ("GDPR") compliance, the UK Data Protection Act 2018, and sector-specific regulatory approvals. Lead Partner: Alistair Drummond.

Caldwell & Pryce Advisory LLC — Transfer pricing and international tax advisory firm. Offices at 120 Montgomery Street, Suite 1800, San Francisco, California 94104. Caldwell & Pryce has been engaged by Lumos to advise on transfer pricing structuring, intercompany pricing benchmarking, and international tax planning related to the EMEA channel distribution model. Managing Director: Ingrid Svensson.

Whitmore Paige & Co. LLP — Certified public accountants and independent auditors. Offices at 350 Park Avenue, New York, New York 10022. Whitmore Paige serves as the independent auditors to Lumos Analytics Inc. and performs the annual audit of Lumos's consolidated financial statements. Audit Partner: Gregory Chen.

Evergreen Trust Company, N.A. — National trust company. Offices at 400 South Hope Street, Suite 1100, Los Angeles, California 90071. Evergreen Trust has been proposed as the escrow agent for the indemnification holdback component of the Agreement, pursuant to which five percent (5%) of quarterly reseller fee payments will be deposited into an escrow account to secure Meridian's indemnification obligations. Escrow Officer: Maria Gutierrez.

Pinnacle National Bank, N.A. — National banking association. Offices at 555 California Street, San Francisco, California 94104. Pinnacle National Bank is Lumos's primary operating bank and the depository institution for Lumos's principal U.S. operating accounts. Relationship Manager: David Okonkwo.

Zarvenische Handelsbank AG — German banking institution (Aktiengesellschaft). Offices at Promenadeplatz 12, 80333 München, Germany. Bayerische Handelsbank is Meridian's primary operating bank and the institution through which Meridian maintains its principal European operating accounts. Relationship Manager: Thomas Weidner.

Ridgepoint Insurance Brokers Inc. — Insurance brokerage. Offices at 200 Vesey Street, Suite 2400, New York, New York 10281. Ridgepoint serves as the insurance broker to Lumos, managing the placement of Lumos's technology errors and omissions ("E&O"), cyber liability, and general commercial liability insurance programs. Account Executive: Sandra Nwosu.

Atlas Mutual Insurance Company — Insurance carrier. Home office at One Liberty Plaza, Hartford, Connecticut 06103. Atlas Mutual is the primary E&O and cyber liability insurance carrier for Lumos. Current Policy Number: AML-TECH-2024-07829.

Rheinland Versicherung AG — German insurance carrier (Aktiengesellschaft). Rheinland Versicherung provides commercial liability and professional indemnity insurance coverage to Meridian Data Solutions GmbH. Current Policy Number: RV-2024-1148703.

Stratos Cloud Services AG — Swiss cloud infrastructure provider (Aktiengesellschaft). Offices at Bahnhofstrasse 42, 8001 Zürich, Switzerland. Stratos operates the EMEA data center located in Frankfurt am Main, Germany, through which the Lumos Prism™ platform will be hosted and delivered to EMEA end-users under the distribution arrangement. Stratos was included in the search as a material infrastructure provider whose role is integral to the performance of the Agreement.

4. Search Methodology

The conflicts search was conducted on January 30, 2024, utilizing the following methodology, which is consistent with the Firm's Conflicts Clearance Policy (Policy No. GC-2019-003):

4.1 Database System. All searches were performed using the Firm's proprietary conflicts database system (IntegriCheck™ v.8.2), which is maintained by the Firm's General Counsel's office and the Conflicts & New Business Department. The IntegriCheck™ system contains records of all current and former client representations, adverse party designations, co-counsel relationships, and matter records maintained by Calderwood & Harkness LLP, dating back to the Firm's founding in 1987.

4.2 Scope of Records Searched. The search encompassed: (a) all current client records; (b) all former client records (including closed matters); (c) all adverse party records, including parties adverse to the Firm's clients in litigation, arbitration, regulatory proceedings, and transactional matters; (d) all matter records, including matter descriptions, party identifications, and associated entity and individual records; and (e) the Firm's list of current and former co-counsel relationships.

4.3 Search Terms. For each entity identified in Section 3 above, the following search terms were entered into the IntegriCheck™ system: (a) the full legal name of the entity (e.g., "Lumos Analytics Inc."); (b) all known short names, trade names, and aliases (e.g., "Lumos," "Lumos AI"); (c) phonetic and stem-based variants to capture potential misspellings or alternative transliterations; and (d) partial string matches (e.g., "Lumos Analyt," "Meridian Data"). For each individual identified in Section 3, the search terms included: (a) the individual's full name (e.g., "Priya Raghavan"); (b) known variants or alternative name orderings (e.g., "Raghavan, Priya"); and (c) partial matches against first name and last name independently.

4.4 Cross-Referencing. Search results were cross-referenced against: (a) the Firm's master list of current clients; (b) the Firm's master list of former clients with active duty-of-loyalty or confidentiality obligations; (c) the Firm's list of designated adverse parties; and (d) publicly available information, including corporate registry filings and news reports, to confirm entity relationships and identify any additional affiliates not initially included in the search scope.

4.5 Engagement Records Review. In addition to the automated database search, the undersigned reviewed engagement records for any prior or existing matters involving any of the identified parties or their known affiliates, with particular attention to matters handled by the Antitrust & Competition, Technology Transactions, Tax, and Corporate practice groups.

4.6 Lateral Hire and Incoming Attorney Review. The search also included a review of the Firm's lateral hire conflicts records to determine whether any attorney currently employed by Calderwood & Harkness LLP previously represented any of the identified parties at a prior firm. No such representations were identified.

5. Search Results

The results of the conflicts search are set forth below, organized by party category. Each subsection reports whether any prior or current representations, adverse matters, or other potential conflicts were identified.

5.1 Lumos Analytics Inc.

No prior or current representations of Lumos Analytics Inc., or any known affiliate of Lumos (other than Crestline Capital Partners, LP, which is addressed separately in Section 5.2 below), were identified in the Firm's conflicts database. The IntegriCheck™ system returned no matches for "Lumos Analytics Inc.," "Lumos," "Lumos AI," or any variant thereof. No prior engagement letters, billing records, or matter files associated with Lumos were located.

This is a new client relationship for the Firm. Accordingly, the standard new client intake procedures described in Section 6.2 of this memorandum are being conducted concurrently.

5.2 Crestline Capital Partners, LP

No prior or current representations of Crestline Capital Partners, LP, or any known Crestline affiliate, were identified in the Firm's conflicts database. The search returned no matches for "Crestline Capital Partners," "Crestline Capital," "Crestline," or any variant thereof. No matches were returned for Jonathan Whitfield (Managing Partner) or Rebecca Solari (Portfolio Operations Partner).

No adverse matters were identified involving Crestline Capital Partners, LP, or any known Crestline portfolio company. The Firm has not, to its knowledge, represented any party in a matter adverse to Crestline or any entity controlled by or affiliated with Crestline.

5.3 Meridian Data Solutions GmbH and Affiliates

No prior or current representations of Meridian Data Solutions GmbH, Meridian Data Solutions UK Ltd, or Meridian Data Solutions SARL were identified in the Firm's conflicts database. The search returned no matches for "Meridian Data Solutions," "Meridian," "MDS," "Meridian UK," "Meridian France," or any variant thereof.

No prior or current representations were identified for any of the following individuals associated with the Meridian entities: Florian Eckstein (Managing Director), Katarina Voss (Chief Commercial Officer), Jean-Philippe Moreau (Head of Vendor Partnerships), and Dr. Anneliese Brandt (General Counsel).

No adverse matters were identified involving any Meridian entity. The Firm has not, to its knowledge, represented any party in a matter adverse to Meridian Data Solutions GmbH or any of its subsidiaries or affiliates.

5.4 Kessler Hartmann Rechtsanwälte PartG mbB

No prior or current co-counsel or adverse relationships were identified with Kessler Hartmann Rechtsanwälte PartG mbB, Dr. Stefan Kessler, or Laura Pfeiffer. The Firm has not served as co-counsel with Kessler Hartmann on any prior matter, nor has the Firm represented any party in opposition to Kessler Hartmann or its attorneys in any proceeding or transaction.

Accordingly, no conflicts arise from the counterparty's selection of Kessler Hartmann as its outside counsel for this transaction.

5.5 Other Transaction Parties

The search returned no conflicts with respect to the following entities:

• Thornbridge Whitaker LLP — No prior or current representations or adverse matters identified.

• Caldwell & Pryce Advisory LLC — No prior or current representations or adverse matters identified.

• Whitmore Paige & Co. LLP — No prior or current representations or adverse matters identified.

• Pinnacle National Bank, N.A. — No prior or current representations or adverse matters identified.

• Zarvenische Handelsbank AG — No prior or current representations or adverse matters identified.

• Ridgepoint Insurance Brokers Inc. — No prior or current representations or adverse matters identified.

• Atlas Mutual Insurance Company — No prior or current representations or adverse matters identified.

• Rheinland Versicherung AG — No prior or current representations or adverse matters identified.

• Stratos Cloud Services AG — No prior or current representations or adverse matters identified.

Evergreen Trust Company, N.A. — The conflicts search returned one match for Evergreen Trust Company, N.A. Specifically, Calderwood & Harkness LLP previously represented Evergreen Trust Company, N.A. in an unrelated real estate escrow matter, designated as Matter No. 1008-00010 (the "Evergreen Matter"). The Evergreen Matter involved the provision of legal advice to Evergreen Trust in connection with a commercial real estate escrow closing in Los Angeles County, California. The Evergreen Matter was opened on March 15, 2022, and was closed on October 6, 2023, upon completion of all work and final billing. The responsible partner on the Evergreen Matter was Douglas Fairchild, Partner, Real Estate. The Evergreen Matter is entirely unrelated to the subject matter of the current engagement, and Evergreen Trust's role in the current transaction is limited to serving as escrow agent for the indemnification holdback — a neutral, ministerial function. The analysis of this prior representation and its implications for the current engagement is set forth in Section 6.1 below.

5.6 Individual Name Searches

Individual name searches were conducted for all named individuals identified in Section 3 of this memorandum. The full list of individuals searched is set forth in the Appendix to this memorandum. No conflicts were identified for any of the named individuals at any party or advisor entity. No individual identified in the search is currently or was formerly a client of Calderwood & Harkness LLP, and no individual identified in the search has been designated as an adverse party in any matter maintained in the Firm's conflicts database.

6. Analysis of Potential Issues

Although the conflicts search returned substantially clear results, two matters warranting analysis were identified. Each is addressed below.

6.1 Prior Evergreen Trust Representation

As noted in Section 5.5 above, Calderwood & Harkness LLP previously represented Evergreen Trust Company, N.A. in a closed real estate escrow matter (Matter No. 1008-00010). That engagement involved the provision of legal counsel to Evergreen Trust in connection with a discrete commercial real estate escrow closing and was completed and closed on October 6, 2023. The representation was limited in scope and duration and did not involve financial technology transactions, channel distribution agreements, SaaS licensing, or any other subject matter related to the current engagement.

In the current transaction, Evergreen Trust Company, N.A. has been proposed as the escrow agent for the indemnification holdback component of the Channel Reseller Program Agreement. Under the proposed terms of the Agreement, five percent (5%) of each quarterly reseller fee payment made by Meridian to Lumos will be deposited into an escrow account maintained by Evergreen Trust. The escrow funds will be held for a period of twelve (12) months following the end of each contract year and will be available to satisfy indemnification claims, if any, arising under the Agreement. Evergreen Trust's role in this arrangement is that of a neutral, ministerial third-party service provider. Calderwood & Harkness LLP is not representing Evergreen Trust in connection with this matter, and Evergreen Trust is not a party to the Channel Reseller Program Agreement itself.

Under Rule 1.9 of the California Rules of Professional Conduct and ABA Model Rule 1.9, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed written consent. Here, the current engagement is not the same as or substantially related to the former Evergreen Trust engagement. The subject matter, legal issues, factual circumstances, and parties involved are entirely distinct. Furthermore, the Firm is not representing any party in a position adverse to Evergreen Trust in this transaction — Evergreen Trust occupies a neutral escrow agent role and is not an adversary of any party.

Additionally, no confidential information obtained during the course of the prior Evergreen Trust representation is relevant to or would be used in connection with the current engagement. The prior representation concerned commercial real estate escrow procedures in Los Angeles County, which bears no substantive or factual relationship to the technology distribution transaction at issue here.

Conclusion: The prior representation of Evergreen Trust Company, N.A. does not give rise to a conflict of interest under the applicable rules of professional conduct. No waiver, consent, or ethical screen is required with respect to this matter.

6.2 New Client Intake — Lumos Analytics Inc.

Lumos Analytics Inc. is a new client for Calderwood & Harkness LLP. In accordance with the Firm's New Client Intake Policy (Policy No. GC-2020-007), the following standard procedures are being conducted concurrently with the conflicts check and are expected to be completed within five (5) business days:

• Know Your Client ("KYC") Verification: Verification of the Client's legal existence, good standing, and authorized signatories through review of the Delaware Certificate of Incorporation, Certificate of Good Standing, and corporate resolutions authorizing the engagement.

• Anti-Money Laundering ("AML") Screening: Screening of the Client, its principal officers, and its majority equity holder (Crestline Capital Partners, LP) against the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the Consolidated Screening List, and other applicable sanctions and anti-money laundering databases.

• Credit Check: Assessment of the Client's ability to satisfy its payment obligations to the Firm, including review of publicly available financial information and confirmation of the Client's billing arrangements.

The engagement letter was executed on January 30, 2024, by Daniel Ostroff, Vice President, Legal & Compliance, on behalf of Lumos Analytics Inc. Mr. Ostroff has been designated as the primary legal contact for the engagement. Based on preliminary information available, the new client intake procedures are expected to clear without issue, and no impediments to the commencement of substantive work have been identified.

7. Conclusion

Based on the comprehensive conflicts search conducted on January 30, 2024, using the methodology described in Section 4 of this memorandum, and the analysis of potential issues set forth in Section 6, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. in connection with the negotiation and drafting of the Channel Reseller Program Agreement and related ancillary documents with Meridian Data Solutions GmbH (Matter No. 1008-00010).

The prior closed representation of Evergreen Trust Company, N.A. (Matter No. 1008-00010) does not give rise to a conflict of interest for the reasons stated in Section 6.1 of this memorandum. The subject matter, parties, and legal issues involved in the prior Evergreen Trust engagement are entirely unrelated to the current transaction, and Evergreen Trust's role as a neutral escrow agent in the current transaction does not create an adversarial relationship between the Firm's current client and a former client.

This memorandum is based on information available as of January 30, 2024. The search was conducted using the party and entity information provided in the draft term sheet dated January 22, 2024, the engagement letter dated January 30, 2024, and the preliminary due diligence materials furnished by the Client's in-house legal team. If additional parties, affiliates, or adverse entities are identified during the course of the engagement — including but not limited to additional sub-distributors, technology integration partners, regulatory bodies, or potential litigants — supplemental conflicts checks will be conducted promptly, and supplemental clearance memoranda will be prepared as necessary.

The undersigned recommends that the engagement proceed without restriction.

8. Clearance

Prepared by:

________________________________________

Robert Jansen Associate, Tax Practice Group Calderwood & Harkness LLP

Date: January 30, 2024

Reviewed and Cleared by:

________________________________________

Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP

Date: January 30, 2024

STATUS: CLEARED

No conflicts identified. Engagement may proceed.

Appendix: List of Entities and Individuals Searched

The following table sets forth all entity names, individual names, and search variants entered into the Firm's IntegriCheck™ conflicts database system in connection with the conflicts check for Matter No. 1008-00010. All searches were conducted on January 30, 2024.

A. Client and Client Affiliates

B. Counterparty and Counterparty Affiliates

C. Counterparty Counsel

D. Other Transaction Parties and Advisors

E. Individuals.

This memorandum is privileged and confidential and constitutes attorney work product. It has been prepared solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation of potential conflicts of interest relating to Matter No. 1008-00010. This memorandum should not be disclosed to any person outside the Firm without the prior written approval of the Firm's General Counsel.

Full Legal Name	Short Name / Alias	Search Variants Used	Type
Lumos Analytics Inc.	Lumos; Lumos AI	"Lumos Analytics"; "Lumos Analytic*"; "Lumos AI"; "Lumos Inc."	Delaware C-Corporation
Crestline Capital Partners, LP	Crestline; Crestline Capital	"Crestline Capital Partners"; "Crestline Capital*"; "Crestline LP"; "Crestline Partners"	Delaware Limited Partnership
Full Legal Name	Short Name / Alias	Search Variants Used	Type
Meridian Data Solutions GmbH	Meridian; MDS	"Meridian Data Solutions"; "Meridian Data*"; "MDS GmbH"; "Meridian GmbH"	German GmbH
Meridian Data Solutions UK Ltd	Meridian UK	"Meridian Data Solutions UK"; "Meridian UK Ltd"; "MDS UK"	England & Wales Private Limited
Meridian Data Solutions SARL	Meridian France	"Meridian Data Solutions SARL"; "Meridian France"; "MDS SARL"; "MDS France"	French SARL
Full Legal Name	Short Name / Alias	Search Variants Used	Type
Kessler Hartmann Rechtsanwälte PartG mbB	Kessler Hartmann	"Kessler Hartmann"; "Kessler Hartmann Rechtsanwälte"; "Kessler Hartmann PartG"	German Law Firm
Full Legal Name	Short Name / Alias	Search Variants Used	Type
Thornbridge Whitaker LLP	Thornbridge Whitaker	"Thornbridge Whitaker"; "Thornbridge Whitaker LLP"	UK Law Firm
Caldwell & Pryce Advisory LLC	Caldwell & Pryce	"Caldwell & Pryce"; "Caldwell Pryce"; "Caldwell & Pryce Advisory"	Tax Advisory
Whitmore Paige & Co. LLP	Whitmore Paige	"Whitmore Paige"; "Whitmore Paige & Co."; "Whitmore Paige LLP"	Accounting Firm
Evergreen Trust Company, N.A.	Evergreen Trust	"Evergreen Trust Company"; "Evergreen Trust"; "Evergreen Trust Co."	National Trust Company
Pinnacle National Bank, N.A.	Pinnacle National Bank	"Pinnacle National Bank"; "Pinnacle Bank"; "Pinnacle National"	National Bank
Zarvenische Handelsbank AG	Bayerische Handelsbank	"Bayerische Handelsbank"; "Zarvenische Handelsbank AG"	German Bank
Ridgepoint Insurance Brokers Inc.	Ridgepoint	"Ridgepoint Insurance"; "Ridgepoint Brokers"; "Ridgepoint Insurance Brokers"	Insurance Broker
Atlas Mutual Insurance Company	Atlas Mutual	"Atlas Mutual Insurance"; "Atlas Mutual"; "Atlas Insurance"	Insurance Carrier
Rheinland Versicherung AG	Rheinland Versicherung	"Rheinland Versicherung"; "Rheinland Versicherung AG"	Insurance Carrier
Stratos Cloud Services AG	Stratos Cloud	"Stratos Cloud Services"; "Stratos Cloud"; "Stratos AG"	Cloud Infrastructure
Name	Affiliation	Title	Search Variants Used
Priya Raghavan	Lumos Analytics Inc.	CEO	"Priya Raghavan"; "Raghavan, Priya"; "P. Raghavan"
Marcus Ellenberg	Lumos Analytics Inc.	CFO	"Marcus Ellenberg"; "Ellenberg, Marcus"; "M. Ellenberg"
Tomoko Ishikawa	Lumos Analytics Inc.	SVP, Global Partnerships	"Tomoko Ishikawa"; "Ishikawa, Tomoko"; "T. Ishikawa"
Daniel Ostroff	Lumos Analytics Inc.	VP, Legal & Compliance	"Daniel Ostroff"; "Ostroff, Daniel"; "D. Ostroff"; "Dan Ostroff"

Henrik Dalmqvist	Lumos Analytics Inc.	VP, EMEA Sales	"Henrik Dalmqvist"; "Dalmqvist, Henrik"; "H. Dalmqvist"
Jonathan Whitfield	Crestline Capital Partners, LP	Managing Partner	"Jonathan Whitfield"; "Whitfield, Jonathan"; "J. Whitfield"; "Jon Whitfield"
Rebecca Solari	Crestline Capital Partners, LP	Portfolio Operations Partner	"Rebecca Solari"; "Solari, Rebecca"; "R. Solari"
Florian Eckstein	Meridian Data Solutions GmbH	Managing Director	"Florian Eckstein"; "Eckstein, Florian"; "F. Eckstein"
Katarina Voss	Meridian Data Solutions GmbH; Meridian Data Solutions UK Ltd	CCO; Director	"Katarina Voss"; "Voss, Katarina"; "K. Voss"
Jean-Philippe Moreau	Meridian Data Solutions GmbH; Meridian Data Solutions SARL	Head of Vendor Partnerships; Gérant	"Jean-Philippe Moreau"; "Moreau, Jean-Philippe"; "J.-P. Moreau"; "JP Moreau"
Dr. Anneliese Brandt	Meridian Data Solutions GmbH	General Counsel	"Anneliese Brandt"; "Dr. Anneliese Brandt"; "Brandt, Anneliese"; "A. Brandt"
Dr. Stefan Kessler	Kessler Hartmann Rechtsanwälte PartG mbB	Lead Partner	"Stefan Kessler"; "Dr. Stefan Kessler"; "Kessler, Stefan"; "S. Kessler"
Laura Pfeiffer	Kessler Hartmann Rechtsanwälte PartG mbB	Associate	"Laura Pfeiffer"; "Pfeiffer, Laura"; "L. Pfeiffer"
Alistair Drummond	Thornbridge Whitaker LLP	Lead Partner	"Alistair Drummond"; "Drummond, Alistair"; "A. Drummond"
Ingrid Svensson	Caldwell & Pryce Advisory LLC	Managing Director	"Ingrid Svensson"; "Svensson, Ingrid"; "I. Svensson"
Gregory Chen	Whitmore Paige & Co. LLP	Audit Partner	"Gregory Chen"; "Chen, Gregory"; "G. Chen"; "Greg Chen"
Maria Gutierrez	Evergreen Trust Company, N.A.	Escrow Officer	"Maria Gutierrez"; "Gutierrez, Maria"; "M. Gutierrez"
David Okonkwo	Pinnacle National Bank, N.A.	Relationship Manager	"David Okonkwo"; "Okonkwo, David"; "D. Okonkwo"
Thomas Weidner	Zarvenische Handelsbank AG	Relationship Manager	"Thomas Weidner"; "Weidner, Thomas"; "T. Weidner"
Sandra Nwosu	Ridgepoint Insurance Brokers Inc.	Account Executive	"Sandra Nwosu"; "Nwosu, Sandra"; "S. Nwosu"

MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Howard Bellamy, Partner, Antitrust & Competition
FROM: Robert Jansen, Associate, Tax
DATE: January 30, 2024
RE: Conflicts Check — New Matter 1008-00010: Lumos Analytics Inc. / Meridian Data Solutions GmbH — EMEA Channel Reseller Program Agreement
MATTER NO.: 1008-00010
1. Purpose
This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Lumos Analytics Inc. ("Lumos" or the "Client") to negotiate and draft a Channel Reseller Program Agreement (the "Agreement") and related ancillary documents for the distribution of the Lumos Prism™ AI-driven financial analytics platform across the Europe, Middle East, and Africa ("EMEA") region, with Meridian Data Solutions GmbH ("Meridian" or "MDS") as the designated channel partner. The scope of the engagement encompasses the drafting, negotiation, and finalization of the principal Agreement, together with all schedules, exhibits, and ancillary side letters, including but not limited to territory allocation schedules, service-level commitment annexes, data processing addenda, escrow arrangements for indemnification holdbacks, and any sub-distribution authorization instruments required to effectuate the channel reseller program across the designated EMEA sub-territories.
The conflicts check was initiated on January 30, 2024, concurrent with the execution of the engagement letter between Calderwood & Harkness LLP and Lumos Analytics Inc. This memorandum has been prepared in accordance with the Firm's internal Conflicts Clearance Policy (Policy No. GC-2019-003, as amended effective September 1, 2023) and the applicable provisions of the California Rules of Professional Conduct, Rules 1.7 and 1.9, as well as the American Bar Association Model Rules of Professional Conduct, Rules 1.7 through 1.10, to the extent relevant. All searches, analyses, and conclusions set forth herein are subject to the attorney-client privilege and work product doctrine.
2. Engagement Overview
The following summarizes the key parameters of the proposed engagement that informed the scope and design of the conflicts search:
Client: Lumos Analytics Inc., a Delaware C-Corporation headquartered at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. Employer Identification Number (EIN): 84-3291056.
Registered Agent (Delaware): Pacific Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.
Nature of Engagement: Negotiation and drafting of a Channel Reseller Program Agreement (technology transactions) and related ancillary documents for the EMEA-wide distribution of Lumos Prism™ software-as-a-service ("SaaS") subscriptions through Meridian Data Solutions GmbH and its designated sub-distributors. The engagement is classified as a transactional technology matter with cross-border regulatory and data-protection dimensions.
Aggregate Deal Value: Thirty Million United States Dollars ($30,000,000) over a five (5)-year initial term, based on projected minimum commitment volumes and tiered volume-based pricing as set forth in the draft term sheet dated January 22, 2024.
Governing Law: State of California, United States of America.
Responsible Partner: Howard Bellamy, Partner, Antitrust & Competition Practice Group.
Billing Partner: Douglas Fairchild, Partner, Real Estate Practice Group.
Lead Associate: Leila Nazari, Associate, Tax Practice Group.
Working Associate: Robert Jansen, Associate, Tax Practice Group.
The engagement team may be supplemented with additional attorneys from the Firm's Technology Transactions, intellectual Property, and Data Privacy practice groups as the transaction progresses. Should any additional attorneys be added to the engagement team, supplemental conflicts checks will be performed at that time in accordance with Firm policy.
3. Parties and Related Entities Searched
The conflicts search encompassed the following parties, related entities, affiliates, principals, key officers, directors, and outside advisors. Each entity and individual listed below was searched against the Firm's conflicts database using the methodology described in Section 4 of this memorandum.
3.1 Client and Client Affiliates
Lumos Analytics Inc. (also searched under the short names "Lumos" and "Lumos AI") — Delaware C-Corporation; industry classification: SaaS / Fintech — AI-driven financial analytics and risk-modeling platform. Lumos develops and markets the Lumos Prism™ platform, a cloud-based, AI-driven financial analytics and risk-modeling solution marketed primarily to institutional asset managers, commercial banks, and insurance companies. Fiscal Year 2023 Annual Recurring Revenue ("ARR"): $187.4 million.
Crestline Capital Partners, LP — Delaware limited partnership; principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Crestline is the private equity sponsor of Lumos, holding approximately 62.3% of the outstanding equity interests in Lumos. Crestline led the Series C financing round in 2021 and subsequently acquired additional secondary shares from earlier investors. Crestline's Managing Partner is Jonathan Whitfield, and the Portfolio Operations Partner overseeing the Crestline investment in Lumos is Rebecca Solari. Crestline was included in the search as a material affiliate of the Client given its majority ownership position and its representation on the Lumos board of directors.
Key Individuals at Lumos Analytics Inc.:
•  Priya Raghavan — Chief Executive Officer
•  Marcus Ellenberg — Chief Financial Officer
•  Tomoko Ishikawa — Senior Vice President, Global Partnerships
•  Daniel Ostroff — Vice President, Legal & Compliance (designated as the Firm's primary legal contact at the Client)
•  Henrik Dalmqvist — Vice President, EMEA Sales
Each of the foregoing individuals was searched individually by full name and, where applicable, by known variants or alternative spellings.
3.2 Counterparty and Counterparty Affiliates
Meridian Data Solutions GmbH (also searched under the short names "Meridian" and "MDS") — Gesellschaft mit beschränkter Haftung (GmbH) organized and registered under the laws of the Federal Republic of Germany. Registered office: Leopoldstraße 78, 80802 München, Germany. Commercial register: Amtsgericht München, HRB 274581. German Tax Identification Number (Steuernummer): 143/117/60253. Value Added Tax Identification Number (USt-IdNr.): DE319274105. Fiscal Year 2023 Revenue: approximately €312 million. Meridian is a pan-European technology distribution and value-added reseller ("VAR") specializing in enterprise software, cloud infrastructure, and data analytics solutions.
Key Individuals at Meridian Data Solutions GmbH:
•  Florian Eckstein — Managing Director (Geschäftsführer)
•  Katarina Voss — Chief Commercial Officer
•  Jean-Philippe Moreau — Head of Vendor Partnerships
•  Dr. Anneliese Brandt — General Counsel
Meridian Data Solutions UK Ltd (also searched under the short name "Meridian UK") — Private limited company incorporated under the laws of England and Wales. Registered office: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom. Companies House Registration Number: 12847391. Director: Katarina Voss. Meridian UK is the designated sub-distributor for the United Kingdom and Ireland sub-territory under the proposed Agreement.
Meridian Data Solutions SARL (also searched under the short name "Meridian France") — Société à responsabilité limitée (SARL) organized under the laws of the French Republic. Registered office: 27 Rue de la Boétie, 75008 Paris, France. SIREN Number: 912 483 057. Gérant: Jean-Philippe Moreau. Meridian France is the designated sub-distributor for the France, Belgium, Luxembourg, and French-speaking Switzerland sub-territory under the proposed Agreement.
3.3 Counterparty's Outside Counsel
Kessler Hartmann Rechtsanwälte PartG mbB (also searched under the short name "Kessler Hartmann") — Partnerschaftsgesellschaft mit beschränkter Berufshaftung, a German partnership of attorneys with limited professional liability. Offices at Maximilianstraße 35, 80539 München, Germany. Kessler Hartmann has been identified by Meridian as its outside counsel for the negotiation of the Agreement.
Key Individuals at Kessler Hartmann:
•  Dr. Stefan Kessler — Lead Partner
•  Laura Pfeiffer — Associate
3.4 Other Transaction Parties and Advisors Searched
The following third-party advisors, service providers, financial institutions, and insurance carriers associated with one or both transaction parties were included in the conflicts search to ensure comprehensive coverage:
Thornbridge Whitaker LLP — Solicitors and European Counsel. Offices at 22 Bishopsgate, London EC2N 4BQ, United Kingdom. Thornbridge Whitaker has been retained by Lumos as UK and EU regulatory and data-protection counsel in connection with the EMEA distribution program, with a particular focus on General Data Protection Regulation ("GDPR") compliance, the UK Data Protection Act 2018, and sector-specific regulatory approvals. Lead Partner: Alistair Drummond.
Caldwell & Pryce Advisory LLC — Transfer pricing and international tax advisory firm. Offices at 120 Montgomery Street, Suite 1800, San Francisco, California 94104. Caldwell & Pryce has been engaged by Lumos to advise on transfer pricing structuring, intercompany pricing benchmarking, and international tax planning related to the EMEA channel distribution model. Managing Director: Ingrid Svensson.
Whitmore Paige & Co. LLP — Certified public accountants and independent auditors. Offices at 350 Park Avenue, New York, New York 10022. Whitmore Paige serves as the independent auditors to Lumos Analytics Inc. and performs the annual audit of Lumos's consolidated financial statements. Audit Partner: Gregory Chen.
Evergreen Trust Company, N.A. — National trust company. Offices at 400 South Hope Street, Suite 1100, Los Angeles, California 90071. Evergreen Trust has been proposed as the escrow agent for the indemnification holdback component of the Agreement, pursuant to which five percent (5%) of quarterly reseller fee payments will be deposited into an escrow account to secure Meridian's indemnification obligations. Escrow Officer: Maria Gutierrez.
Pinnacle National Bank, N.A. — National banking association. Offices at 555 California Street, San Francisco, California 94104. Pinnacle National Bank is Lumos's primary operating bank and the depository institution for Lumos's principal U.S. operating accounts. Relationship Manager: David Okonkwo.
Zarvenische Handelsbank AG — German banking institution (Aktiengesellschaft). Offices at Promenadeplatz 12, 80333 München, Germany. Bayerische Handelsbank is Meridian's primary operating bank and the institution through which Meridian maintains its principal European operating accounts. Relationship Manager: Thomas Weidner.
Ridgepoint Insurance Brokers Inc. — Insurance brokerage. Offices at 200 Vesey Street, Suite 2400, New York, New York 10281. Ridgepoint serves as the insurance broker to Lumos, managing the placement of Lumos's technology errors and omissions ("E&O"), cyber liability, and general commercial liability insurance programs. Account Executive: Sandra Nwosu.
Atlas Mutual Insurance Company — Insurance carrier. Home office at One Liberty Plaza, Hartford, Connecticut 06103. Atlas Mutual is the primary E&O and cyber liability insurance carrier for Lumos. Current Policy Number: AML-TECH-2024-07829.
Rheinland Versicherung AG — German insurance carrier (Aktiengesellschaft). Rheinland Versicherung provides commercial liability and professional indemnity insurance coverage to Meridian Data Solutions GmbH. Current Policy Number: RV-2024-1148703.
Stratos Cloud Services AG — Swiss cloud infrastructure provider (Aktiengesellschaft). Offices at Bahnhofstrasse 42, 8001 Zürich, Switzerland. Stratos operates the EMEA data center located in Frankfurt am Main, Germany, through which the Lumos Prism™ platform will be hosted and delivered to EMEA end-users under the distribution arrangement. Stratos was included in the search as a material infrastructure provider whose role is integral to the performance of the Agreement.
4. Search Methodology
The conflicts search was conducted on January 30, 2024, utilizing the following methodology, which is consistent with the Firm's Conflicts Clearance Policy (Policy No. GC-2019-003):
4.1 Database System. All searches were performed using the Firm's proprietary conflicts database system (IntegriCheck™ v.8.2), which is maintained by the Firm's General Counsel's office and the Conflicts & New Business Department. The IntegriCheck™ system contains records of all current and former client representations, adverse party designations, co-counsel relationships, and matter records maintained by Calderwood & Harkness LLP, dating back to the Firm's founding in 1987.
4.2 Scope of Records Searched. The search encompassed: (a) all current client records; (b) all former client records (including closed matters); (c) all adverse party records, including parties adverse to the Firm's clients in litigation, arbitration, regulatory proceedings, and transactional matters; (d) all matter records, including matter descriptions, party identifications, and associated entity and individual records; and (e) the Firm's list of current and former co-counsel relationships.
4.3 Search Terms. For each entity identified in Section 3 above, the following search terms were entered into the IntegriCheck™ system: (a) the full legal name of the entity (e.g., "Lumos Analytics Inc."); (b) all known short names, trade names, and aliases (e.g., "Lumos," "Lumos AI"); (c) phonetic and stem-based variants to capture potential misspellings or alternative transliterations; and (d) partial string matches (e.g., "Lumos Analyt," "Meridian Data"). For each individual identified in Section 3, the search terms included: (a) the individual's full name (e.g., "Priya Raghavan"); (b) known variants or alternative name orderings (e.g., "Raghavan, Priya"); and (c) partial matches against first name and last name independently.
4.4 Cross-Referencing. Search results were cross-referenced against: (a) the Firm's master list of current clients; (b) the Firm's master list of former clients with active duty-of-loyalty or confidentiality obligations; (c) the Firm's list of designated adverse parties; and (d) publicly available information, including corporate registry filings and news reports, to confirm entity relationships and identify any additional affiliates not initially included in the search scope.
4.5 Engagement Records Review. In addition to the automated database search, the undersigned reviewed engagement records for any prior or existing matters involving any of the identified parties or their known affiliates, with particular attention to matters handled by the Antitrust & Competition, Technology Transactions, Tax, and Corporate practice groups.
4.6 Lateral Hire and Incoming Attorney Review. The search also included a review of the Firm's lateral hire conflicts records to determine whether any attorney currently employed by Calderwood & Harkness LLP previously represented any of the identified parties at a prior firm. No such representations were identified.
5. Search Results
The results of the conflicts search are set forth below, organized by party category. Each subsection reports whether any prior or current representations, adverse matters, or other potential conflicts were identified.
5.1 Lumos Analytics Inc.
No prior or current representations of Lumos Analytics Inc., or any known affiliate of Lumos (other than Crestline Capital Partners, LP, which is addressed separately in Section 5.2 below), were identified in the Firm's conflicts database. The IntegriCheck™ system returned no matches for "Lumos Analytics Inc.," "Lumos," "Lumos AI," or any variant thereof. No prior engagement letters, billing records, or matter files associated with Lumos were located.
This is a new client relationship for the Firm. Accordingly, the standard new client intake procedures described in Section 6.2 of this memorandum are being conducted concurrently.
5.2 Crestline Capital Partners, LP
No prior or current representations of Crestline Capital Partners, LP, or any known Crestline affiliate, were identified in the Firm's conflicts database. The search returned no matches for "Crestline Capital Partners," "Crestline Capital," "Crestline," or any variant thereof. No matches were returned for Jonathan Whitfield (Managing Partner) or Rebecca Solari (Portfolio Operations Partner).
No adverse matters were identified involving Crestline Capital Partners, LP, or any known Crestline portfolio company. The Firm has not, to its knowledge, represented any party in a matter adverse to Crestline or any entity controlled by or affiliated with Crestline.
5.3 Meridian Data Solutions GmbH and Affiliates
No prior or current representations of Meridian Data Solutions GmbH, Meridian Data Solutions UK Ltd, or Meridian Data Solutions SARL were identified in the Firm's conflicts database. The search returned no matches for "Meridian Data Solutions," "Meridian," "MDS," "Meridian UK," "Meridian France," or any variant thereof.
No prior or current representations were identified for any of the following individuals associated with the Meridian entities: Florian Eckstein (Managing Director), Katarina Voss (Chief Commercial Officer), Jean-Philippe Moreau (Head of Vendor Partnerships), and Dr. Anneliese Brandt (General Counsel).
No adverse matters were identified involving any Meridian entity. The Firm has not, to its knowledge, represented any party in a matter adverse to Meridian Data Solutions GmbH or any of its subsidiaries or affiliates.
5.4 Kessler Hartmann Rechtsanwälte PartG mbB
No prior or current co-counsel or adverse relationships were identified with Kessler Hartmann Rechtsanwälte PartG mbB, Dr. Stefan Kessler, or Laura Pfeiffer. The Firm has not served as co-counsel with Kessler Hartmann on any prior matter, nor has the Firm represented any party in opposition to Kessler Hartmann or its attorneys in any proceeding or transaction.
Accordingly, no conflicts arise from the counterparty's selection of Kessler Hartmann as its outside counsel for this transaction.
5.5 Other Transaction Parties
The search returned no conflicts with respect to the following entities:
•  Thornbridge Whitaker LLP — No prior or current representations or adverse matters identified.
•  Caldwell & Pryce Advisory LLC — No prior or current representations or adverse matters identified.
•  Whitmore Paige & Co. LLP — No prior or current representations or adverse matters identified.
•  Pinnacle National Bank, N.A. — No prior or current representations or adverse matters identified.
•  Zarvenische Handelsbank AG — No prior or current representations or adverse matters identified.
•  Ridgepoint Insurance Brokers Inc. — No prior or current representations or adverse matters identified.
•  Atlas Mutual Insurance Company — No prior or current representations or adverse matters identified.
•  Rheinland Versicherung AG — No prior or current representations or adverse matters identified.
•  Stratos Cloud Services AG — No prior or current representations or adverse matters identified.
Evergreen Trust Company, N.A. — The conflicts search returned one match for Evergreen Trust Company, N.A. Specifically, Calderwood & Harkness LLP previously represented Evergreen Trust Company, N.A. in an unrelated real estate escrow matter, designated as Matter No. 1008-00010 (the "Evergreen Matter"). The Evergreen Matter involved the provision of legal advice to Evergreen Trust in connection with a commercial real estate escrow closing in Los Angeles County, California. The Evergreen Matter was opened on March 15, 2022, and was closed on October 6, 2023, upon completion of all work and final billing. The responsible partner on the Evergreen Matter was Douglas Fairchild, Partner, Real Estate. The Evergreen Matter is entirely unrelated to the subject matter of the current engagement, and Evergreen Trust's role in the current transaction is limited to serving as escrow agent for the indemnification holdback — a neutral, ministerial function. The analysis of this prior representation and its implications for the current engagement is set forth in Section 6.1 below.
5.6 Individual Name Searches
Individual name searches were conducted for all named individuals identified in Section 3 of this memorandum. The full list of individuals searched is set forth in the Appendix to this memorandum. No conflicts were identified for any of the named individuals at any party or advisor entity. No individual identified in the search is currently or was formerly a client of Calderwood & Harkness LLP, and no individual identified in the search has been designated as an adverse party in any matter maintained in the Firm's conflicts database.
6. Analysis of Potential Issues
Although the conflicts search returned substantially clear results, two matters warranting analysis were identified. Each is addressed below.
6.1 Prior Evergreen Trust Representation
As noted in Section 5.5 above, Calderwood & Harkness LLP previously represented Evergreen Trust Company, N.A. in a closed real estate escrow matter (Matter No. 1008-00010). That engagement involved the provision of legal counsel to Evergreen Trust in connection with a discrete commercial real estate escrow closing and was completed and closed on October 6, 2023. The representation was limited in scope and duration and did not involve financial technology transactions, channel distribution agreements, SaaS licensing, or any other subject matter related to the current engagement.
In the current transaction, Evergreen Trust Company, N.A. has been proposed as the escrow agent for the indemnification holdback component of the Channel Reseller Program Agreement. Under the proposed terms of the Agreement, five percent (5%) of each quarterly reseller fee payment made by Meridian to Lumos will be deposited into an escrow account maintained by Evergreen Trust. The escrow funds will be held for a period of twelve (12) months following the end of each contract year and will be available to satisfy indemnification claims, if any, arising under the Agreement. Evergreen Trust's role in this arrangement is that of a neutral, ministerial third-party service provider. Calderwood & Harkness LLP is not representing Evergreen Trust in connection with this matter, and Evergreen Trust is not a party to the Channel Reseller Program Agreement itself.
Under Rule 1.9 of the California Rules of Professional Conduct and ABA Model Rule 1.9, a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed written consent. Here, the current engagement is not the same as or substantially related to the former Evergreen Trust engagement. The subject matter, legal issues, factual circumstances, and parties involved are entirely distinct. Furthermore, the Firm is not representing any party in a position adverse to Evergreen Trust in this transaction — Evergreen Trust occupies a neutral escrow agent role and is not an adversary of any party.
Additionally, no confidential information obtained during the course of the prior Evergreen Trust representation is relevant to or would be used in connection with the current engagement. The prior representation concerned commercial real estate escrow procedures in Los Angeles County, which bears no substantive or factual relationship to the technology distribution transaction at issue here.
Conclusion: The prior representation of Evergreen Trust Company, N.A. does not give rise to a conflict of interest under the applicable rules of professional conduct. No waiver, consent, or ethical screen is required with respect to this matter.
6.2 New Client Intake — Lumos Analytics Inc.
Lumos Analytics Inc. is a new client for Calderwood & Harkness LLP. In accordance with the Firm's New Client Intake Policy (Policy No. GC-2020-007), the following standard procedures are being conducted concurrently with the conflicts check and are expected to be completed within five (5) business days:
•  Know Your Client ("KYC") Verification: Verification of the Client's legal existence, good standing, and authorized signatories through review of the Delaware Certificate of Incorporation, Certificate of Good Standing, and corporate resolutions authorizing the engagement.
•  Anti-Money Laundering ("AML") Screening: Screening of the Client, its principal officers, and its majority equity holder (Crestline Capital Partners, LP) against the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the Consolidated Screening List, and other applicable sanctions and anti-money laundering databases.
•  Credit Check: Assessment of the Client's ability to satisfy its payment obligations to the Firm, including review of publicly available financial information and confirmation of the Client's billing arrangements.
The engagement letter was executed on January 30, 2024, by Daniel Ostroff, Vice President, Legal & Compliance, on behalf of Lumos Analytics Inc. Mr. Ostroff has been designated as the primary legal contact for the engagement. Based on preliminary information available, the new client intake procedures are expected to clear without issue, and no impediments to the commencement of substantive work have been identified.
7. Conclusion
Based on the comprehensive conflicts search conducted on January 30, 2024, using the methodology described in Section 4 of this memorandum, and the analysis of potential issues set forth in Section 6, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. in connection with the negotiation and drafting of the Channel Reseller Program Agreement and related ancillary documents with Meridian Data Solutions GmbH (Matter No. 1008-00010).
The prior closed representation of Evergreen Trust Company, N.A. (Matter No. 1008-00010) does not give rise to a conflict of interest for the reasons stated in Section 6.1 of this memorandum. The subject matter, parties, and legal issues involved in the prior Evergreen Trust engagement are entirely unrelated to the current transaction, and Evergreen Trust's role as a neutral escrow agent in the current transaction does not create an adversarial relationship between the Firm's current client and a former client.
This memorandum is based on information available as of January 30, 2024. The search was conducted using the party and entity information provided in the draft term sheet dated January 22, 2024, the engagement letter dated January 30, 2024, and the preliminary due diligence materials furnished by the Client's in-house legal team. If additional parties, affiliates, or adverse entities are identified during the course of the engagement — including but not limited to additional sub-distributors, technology integration partners, regulatory bodies, or potential litigants — supplemental conflicts checks will be conducted promptly, and supplemental clearance memoranda will be prepared as necessary.
The undersigned recommends that the engagement proceed without restriction.
8. Clearance
Prepared by:
________________________________________
Robert Jansen Associate, Tax Practice Group Calderwood & Harkness LLP
Date: January 30, 2024
Reviewed and Cleared by:
________________________________________
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP
Date: January 30, 2024
STATUS: CLEARED
No conflicts identified. Engagement may proceed.
Appendix: List of Entities and Individuals Searched
The following table sets forth all entity names, individual names, and search variants entered into the Firm's IntegriCheck™ conflicts database system in connection with the conflicts check for Matter No. 1008-00010. All searches were conducted on January 30, 2024.
A. Client and Client Affiliates
B. Counterparty and Counterparty Affiliates
C. Counterparty Counsel
D. Other Transaction Parties and Advisors
E. Individuals.  
This memorandum is privileged and confidential and constitutes attorney work product. It has been prepared solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation of potential conflicts of interest relating to Matter No. 1008-00010. This memorandum should not be disclosed to any person outside the Firm without the prior written approval of the Firm's General Counsel.
Full Legal Name | Short Name / Alias | Search Variants Used | Type
Lumos Analytics Inc. | Lumos; Lumos AI | "Lumos Analytics"; "Lumos Analytic*"; "Lumos AI"; "Lumos Inc." | Delaware C-Corporation
Crestline Capital Partners, LP | Crestline; Crestline Capital | "Crestline Capital Partners"; "Crestline Capital*"; "Crestline LP"; "Crestline Partners" | Delaware Limited Partnership
Full Legal Name | Short Name / Alias | Search Variants Used | Type
Meridian Data Solutions GmbH | Meridian; MDS | "Meridian Data Solutions"; "Meridian Data*"; "MDS GmbH"; "Meridian GmbH" | German GmbH
Meridian Data Solutions UK Ltd | Meridian UK | "Meridian Data Solutions UK"; "Meridian UK Ltd"; "MDS UK" | England & Wales Private Limited
Meridian Data Solutions SARL | Meridian France | "Meridian Data Solutions SARL"; "Meridian France"; "MDS SARL"; "MDS France" | French SARL
Full Legal Name | Short Name / Alias | Search Variants Used | Type
Kessler Hartmann Rechtsanwälte PartG mbB | Kessler Hartmann | "Kessler Hartmann"; "Kessler Hartmann Rechtsanwälte"; "Kessler Hartmann PartG" | German Law Firm
Full Legal Name | Short Name / Alias | Search Variants Used | Type
Thornbridge Whitaker LLP | Thornbridge Whitaker | "Thornbridge Whitaker"; "Thornbridge Whitaker LLP" | UK Law Firm
Caldwell & Pryce Advisory LLC | Caldwell & Pryce | "Caldwell & Pryce"; "Caldwell Pryce"; "Caldwell & Pryce Advisory" | Tax Advisory
Whitmore Paige & Co. LLP | Whitmore Paige | "Whitmore Paige"; "Whitmore Paige & Co."; "Whitmore Paige LLP" | Accounting Firm
Evergreen Trust Company, N.A. | Evergreen Trust | "Evergreen Trust Company"; "Evergreen Trust"; "Evergreen Trust Co." | National Trust Company
Pinnacle National Bank, N.A. | Pinnacle National Bank | "Pinnacle National Bank"; "Pinnacle Bank"; "Pinnacle National" | National Bank
Zarvenische Handelsbank AG | Bayerische Handelsbank | "Bayerische Handelsbank"; "Zarvenische Handelsbank AG" | German Bank
Ridgepoint Insurance Brokers Inc. | Ridgepoint | "Ridgepoint Insurance"; "Ridgepoint Brokers"; "Ridgepoint Insurance Brokers" | Insurance Broker
Atlas Mutual Insurance Company | Atlas Mutual | "Atlas Mutual Insurance"; "Atlas Mutual"; "Atlas Insurance" | Insurance Carrier
Rheinland Versicherung AG | Rheinland Versicherung | "Rheinland Versicherung"; "Rheinland Versicherung AG" | Insurance Carrier
Stratos Cloud Services AG | Stratos Cloud | "Stratos Cloud Services"; "Stratos Cloud"; "Stratos AG" | Cloud Infrastructure
Name | Affiliation | Title | Search Variants Used
Priya Raghavan | Lumos Analytics Inc. | CEO | "Priya Raghavan"; "Raghavan, Priya"; "P. Raghavan"
Marcus Ellenberg | Lumos Analytics Inc. | CFO | "Marcus Ellenberg"; "Ellenberg, Marcus"; "M. Ellenberg"
Tomoko Ishikawa | Lumos Analytics Inc. | SVP, Global Partnerships | "Tomoko Ishikawa"; "Ishikawa, Tomoko"; "T. Ishikawa"
Daniel Ostroff | Lumos Analytics Inc. | VP, Legal & Compliance | "Daniel Ostroff"; "Ostroff, Daniel"; "D. Ostroff"; "Dan Ostroff"
Henrik Dalmqvist | Lumos Analytics Inc. | VP, EMEA Sales | "Henrik Dalmqvist"; "Dalmqvist, Henrik"; "H. Dalmqvist"
Jonathan Whitfield | Crestline Capital Partners, LP | Managing Partner | "Jonathan Whitfield"; "Whitfield, Jonathan"; "J. Whitfield"; "Jon Whitfield"
Rebecca Solari | Crestline Capital Partners, LP | Portfolio Operations Partner | "Rebecca Solari"; "Solari, Rebecca"; "R. Solari"
Florian Eckstein | Meridian Data Solutions GmbH | Managing Director | "Florian Eckstein"; "Eckstein, Florian"; "F. Eckstein"
Katarina Voss | Meridian Data Solutions GmbH; Meridian Data Solutions UK Ltd | CCO; Director | "Katarina Voss"; "Voss, Katarina"; "K. Voss"
Jean-Philippe Moreau | Meridian Data Solutions GmbH; Meridian Data Solutions SARL | Head of Vendor Partnerships; Gérant | "Jean-Philippe Moreau"; "Moreau, Jean-Philippe"; "J.-P. Moreau"; "JP Moreau"
Dr. Anneliese Brandt | Meridian Data Solutions GmbH | General Counsel | "Anneliese Brandt"; "Dr. Anneliese Brandt"; "Brandt, Anneliese"; "A. Brandt"
Dr. Stefan Kessler | Kessler Hartmann Rechtsanwälte PartG mbB | Lead Partner | "Stefan Kessler"; "Dr. Stefan Kessler"; "Kessler, Stefan"; "S. Kessler"
Laura Pfeiffer | Kessler Hartmann Rechtsanwälte PartG mbB | Associate | "Laura Pfeiffer"; "Pfeiffer, Laura"; "L. Pfeiffer"
Alistair Drummond | Thornbridge Whitaker LLP | Lead Partner | "Alistair Drummond"; "Drummond, Alistair"; "A. Drummond"
Ingrid Svensson | Caldwell & Pryce Advisory LLC | Managing Director | "Ingrid Svensson"; "Svensson, Ingrid"; "I. Svensson"
Gregory Chen | Whitmore Paige & Co. LLP | Audit Partner | "Gregory Chen"; "Chen, Gregory"; "G. Chen"; "Greg Chen"
Maria Gutierrez | Evergreen Trust Company, N.A. | Escrow Officer | "Maria Gutierrez"; "Gutierrez, Maria"; "M. Gutierrez"
David Okonkwo | Pinnacle National Bank, N.A. | Relationship Manager | "David Okonkwo"; "Okonkwo, David"; "D. Okonkwo"
Thomas Weidner | Zarvenische Handelsbank AG | Relationship Manager | "Thomas Weidner"; "Weidner, Thomas"; "T. Weidner"
Sandra Nwosu | Ridgepoint Insurance Brokers Inc. | Account Executive | "Sandra Nwosu"; "Nwosu, Sandra"; "S. Nwosu"

MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

MATTER NO.: 1008-00010

STATUS: CLEARED

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