1008-00010 · Lumos Analytics Inc · Engagement

engagement-letter-lumos.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law

801 South Figueroa Street, Suite 4200 Los Angeles, California 90017

Telephone: (213) 555-7800 Facsimile: (213) 555-7801 www.calderwoodharkness.com

January 30, 2024

VIA EMAIL AND FIRST CLASS MAIL

Daniel Ostroff Vice President, Legal & Compliance Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304

Re: Engagement of Calderwood & Harkness LLP by Lumos Analytics Inc. — EMEA Channel Reseller Program Agreement with Meridian Data Solutions GmbH

Matter Number: 1008-00010

Dear Mr. Ostroff:

1. Introduction and Purpose

Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos," "you," or the "Client"), a Delaware C-Corporation headquartered in Palo Alto, California. We appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working with the Lumos team on this important transaction.

This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the negotiation, drafting, and execution of a Channel Reseller Program Agreement and related ancillary documents (collectively, the "Transaction Documents") between Lumos and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Leopoldstraße 78, 80802 München, Germany (the "Counterparty" or "Meridian"). This engagement letter (the "Engagement Letter") supersedes any prior oral or written understandings between the Firm and the Client regarding the scope and terms of this engagement.

The engagement relates to the establishment of a channel-reseller program for the distribution of Lumos's AI-driven financial analytics and risk-modeling software-as-a-service platform, branded as Lumos Prism™ (the "Platform"), across the Europe, Middle East, and Africa ("EMEA") region. As we understand it, the proposed arrangement contemplates an aggregate deal value of approximately Thirty Million United States Dollars ($30,000,000) over a five-year initial term, with potential renewal options to be negotiated as part of the Transaction Documents. Given the complexity of the transaction, the multi-jurisdictional regulatory considerations, and the significance of the commercial relationship to Lumos's growth strategy in EMEA, we believe it is important that the terms of our engagement be clearly set forth in writing.

Please review this Engagement Letter carefully. If the terms accurately reflect our mutual understanding, please sign and return a copy of this letter to us in accordance with the instructions set forth in Section 14 below.

2. Scope of Representation

The Firm's representation of the Client in connection with this engagement will include the following services:

(a) Reseller Agreement. Drafting, reviewing, and negotiating the Channel Reseller Program Agreement (the "Reseller Agreement") between Lumos and Meridian, including all substantive provisions relating to grant of reseller rights, territory exclusivity and restrictions, pricing and discount structures, intellectual property licensing, confidentiality obligations, representations and warranties, indemnification, limitation of liability, term and termination, and dispute resolution mechanisms.

(b) Exhibits and Schedules. Preparing, reviewing, and negotiating exhibits and schedules to the Reseller Agreement, which are currently anticipated to include the following:

(i) Licensed Products & Pricing Schedule, setting forth the licensed SaaS products, tiers, applicable pricing, discount schedules, and any volume-based incentive structures;

(ii) EMEA Territory & Sub-Distributor Authorization, defining the geographic scope of Meridian's reseller rights across the EMEA region and establishing the framework for Meridian's authorization of sub-distributors within specified sub-territories;

(iii) Data Processing Agreement (the "DPA"), including the incorporation of the European Commission's Standard Contractual Clauses for international data transfers (Module Two: Controller to Processor, and Module Three: Processor to Processor, as applicable), together with the United Kingdom's International Data Transfer Addendum, as required to comply with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the United Kingdom Data Protection Act 2018;

(iv) Trademark License & Brand Guidelines, governing Meridian's use of Lumos trademarks, service marks, logos, and related brand assets in connection with the marketing and resale of the Platform;

(v) Service Level Agreement (the "SLA"), establishing uptime commitments, performance benchmarks, support response times, and service credit mechanisms applicable to the Platform as resold through Meridian; and

(vi) Minimum Annual Commitment Schedule, setting forth the minimum annual revenue commitments and purchase obligations applicable to Meridian during each year of the initial term and any renewal term.

(c) Escrow Agreement. Drafting and negotiating an Escrow Agreement with Evergreen Trust Company, N.A., a nationally chartered trust company, for the purpose of establishing the indemnification holdback mechanism contemplated by the Reseller Agreement, including provisions governing the deposit, release, and disbursement of escrowed funds and the resolution of disputed claims against the escrow.

(d) Sub-Distributor Consent Letters. Preparing sub-distributor consent letters for pre-approved sub-distributors that Meridian intends to engage at or shortly after the closing of the Reseller Agreement. Based on our discussions, the pre-approved sub-distributors currently anticipated include Meridian Data Solutions UK Ltd, a private limited company organized under the laws of England and Wales, and Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France.

(e) Closing Deliverables. Preparing closing deliverables and ancillary documentation, including officer's certificates, secretary's certificates, bring-down certificates, closing checklists, signature pages, and assembling the closing binder. The Firm will coordinate the closing process and circulate final versions of all Transaction Documents in advance of the anticipated closing date.

(f) Coordination with UK/EU Regulatory Counsel. Coordinating with Lumos's UK and EU regulatory and data-protection counsel, Thornbridge Whitaker LLP, a limited liability partnership organized under the laws of England and Wales, with offices at 25 Throgmorton Avenue, London EC2N 2AN, United Kingdom, on matters relating to GDPR compliance, UK GDPR compliance, and related cross-border data-transfer compliance matters, including the adequacy of the Standard Contractual Clauses and Transfer Impact Assessments.

(g) Coordination with Tax and Transfer Pricing Advisors. Coordinating with Lumos's transfer pricing and international tax advisor, Caldwell & Pryce Advisory LLC, with offices at 555 Montgomery Street, Suite 2100, San Francisco, California 94111, on transfer pricing documentation and structuring considerations applicable to the Reseller Agreement, including the characterization of reseller margins, withholding tax obligations applicable to royalty and license fee payments, and value-added tax ("VAT") structuring considerations for cross-border SaaS transactions within the EMEA region.

(h) Coordination with Insurance Broker. Coordinating with Lumos's insurance broker, Ridgepoint Insurance Brokers Inc., regarding insurance requirements under the Reseller Agreement, including the review and evaluation of required insurance coverages, policy limits, and certificate of insurance requirements applicable to both Lumos and Meridian.

(i) Internal Legal Memoranda. Preparing internal memoranda and legal analyses for the Client addressing key legal issues arising in connection with the Transaction Documents, which are expected to include the following:

(i) indemnification provisions and the structuring and enforceability of contractual liability caps, including any carve-outs for fraud, willful misconduct, intellectual property infringement, data breaches, and confidentiality breaches;

(ii) EU competition and antitrust compliance, including an analysis of the European Commission's Vertical Block Exemption Regulation (Commission Regulation (EU) 2022/720) and the accompanying Vertical Guidelines, with particular attention to territorial restrictions, exclusive and selective distribution arrangements, and online sales restrictions;

(iii) export control and sanctions compliance, including an assessment of applicable U.S. export control regulations (the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774), the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") sanctions programs, and relevant EU sanctions regulations, as they apply to the distribution of the Platform in the EMEA region; and

(iv) insurance requirements analysis, including a review of the adequacy of proposed insurance provisions and recommended coverage types and limits.

(j) Correspondence and Negotiation with Counterparty's Counsel. Corresponding and negotiating with Meridian's outside counsel, Kessler Hartmann Rechtsanwälte PartG mbB, a partnership with limited professional liability organized under German law, with offices at Maximilianstraße 35, 80539 München, Germany, led by Dr. Stefan Kessler, Rechtsanwalt. The Firm will serve as Lumos's lead outside counsel in all communications with Meridian's counsel relating to the Transaction Documents.

Limitations on Scope. The Client acknowledges and agrees that the Firm's scope of representation under this Engagement Letter does not include, and the Firm will not be providing, advice on the laws of the Federal Republic of Germany, the French Republic, or any other non-U.S. and non-English jurisdiction. To the extent that advice on German law, French law, or the laws of any other jurisdiction is required in connection with the Transaction Documents, the Client is responsible for engaging and compensating appropriate local counsel in such jurisdictions. The Firm is prepared to assist the Client in identifying qualified local counsel upon request, but the engagement of such counsel will be a matter between the Client and the local counsel firm.

Additionally, the Client acknowledges that the Firm's coordination with Thornbridge Whitaker LLP in connection with GDPR and UK GDPR matters is undertaken solely for the benefit of the Client and does not create an attorney-client relationship between Thornbridge Whitaker LLP and the Firm. Thornbridge Whitaker LLP's engagement is with and on behalf of Lumos Analytics Inc. directly, and the Firm assumes no responsibility for the legal advice rendered by Thornbridge Whitaker LLP.

Should the Client request services beyond the scope described above, the Firm will discuss the additional scope and any associated cost implications with the Client before undertaking such work.

3. Engagement Team

The following attorneys have been assigned to this matter and will serve as the core engagement team:

Howard Bellamy — Partner, Antitrust & Competition Practice Group. Mr. Bellamy will serve as the Responsible Partner for this engagement and will be the Client's primary point of contact for all strategic, negotiation, and senior-level matters. Mr. Bellamy has extensive experience advising technology companies on complex cross-border distribution and reseller arrangements, with particular expertise in EU competition and antitrust law compliance. He will lead all significant negotiations with Meridian's counsel and will oversee the overall direction of the engagement.

Douglas Fairchild — Partner, Corporate & Transactional Practice Group. Mr. Fairchild will serve as the Billing Partner for this engagement and will be responsible for the financial administration of the matter, including the preparation and review of invoices and the management of billing inquiries. Mr. Fairchild brings deep experience in technology licensing and SaaS transactions and will provide substantive support on commercial and transactional matters as needed.

Leila Nazari — Associate, Tax Practice Group. Ms. Nazari will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of the transaction, including the drafting of the Reseller Agreement and ancillary documents, tax-related analysis pertaining to the transaction structure, and coordination with Caldwell & Pryce Advisory LLC on transfer pricing and international tax matters. Ms. Nazari will serve as the primary day-to-day contact for the Client's legal team and will manage the project timeline and workflow.

Robert Jansen — Associate, Tax Practice Group. Mr. Jansen will serve as a Working Associate on the engagement, assisting with drafting and document preparation, legal research, export control and economic sanctions analysis, review of insurance requirements and related provisions, and preparation of closing deliverables.

From time to time, other attorneys or professional staff of the Firm, including paralegals and legal assistants, may be assigned to work on this engagement as the needs of the matter require. The Client will be notified in advance of any material changes to the composition of the engagement team, including the assignment of any additional partners or the departure of any currently assigned team members. The Firm will endeavor to maintain continuity of staffing throughout the engagement to ensure efficiency and consistency.

4. Client Contact Information

The Firm's primary client contacts for this engagement are as follows:

Daniel Ostroff, Vice President, Legal & Compliance — Mr. Ostroff will serve as the primary legal contact for this engagement and will be responsible for reviewing and approving legal documents, providing legal direction on behalf of the Client, and coordinating internal Lumos approvals.

Tomoko Ishikawa, Senior Vice President, Global Partnerships — Ms. Ishikawa will serve as the primary commercial and partnership contact for the engagement and will be available to address questions relating to the commercial terms of the Reseller Agreement, Lumos's partnership strategy, and business relationship matters with Meridian.

Henrik Dalmqvist, Vice President, EMEA Sales — Mr. Dalmqvist will serve as the primary EMEA commercial and operational contact for the engagement and will provide input on EMEA-specific commercial terms, territory allocation, pricing, minimum commitment levels, and operational requirements.

All formal legal communications from the Firm, including draft documents, legal memoranda, and material correspondence, will be directed to Daniel Ostroff unless the Client otherwise instructs. The Firm may communicate directly with Ms. Ishikawa and Mr. Dalmqvist on matters within their respective areas of responsibility, provided that any material legal issues or significant changes to the Transaction Documents will be communicated to Mr. Ostroff concurrently. The Client is responsible for ensuring that its designated contacts are authorized to provide instructions and make decisions on behalf of the Client in connection with this engagement.

5. Fee Arrangements

Hourly Rates. The Firm will bill the Client for services rendered in connection with this engagement at the following standard hourly rates, which are applicable to the members of the engagement team as of the date of this Engagement Letter:

These hourly rates are subject to annual adjustment in accordance with the Firm's standard rate-setting process, with adjustments typically taking effect on January 1 of each calendar year. The Firm will notify the Client in writing in advance of any rate adjustments, and adjusted rates will apply to services rendered on or after the effective date of the adjustment. In the event that any rate adjustment would result in an increase of more than five percent (5%) over the then-current rates, the Client will have the right to discuss such adjustment with the Billing Partner prior to its implementation.

Time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). All timekeepers assigned to this matter will maintain contemporaneous time records reflecting the nature of the work performed.

Billing Cycle. The Firm will issue invoices to the Client on a monthly basis, in arrears, reflecting fees earned and disbursements incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed by each timekeeper, the time expended, and the applicable rate. Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.

Fee Estimate. Based on the anticipated scope of the engagement as described in Section 2 above, and taking into account the complexity of the Transaction Documents, the multi-jurisdictional nature of the arrangement, and the expected level of negotiation with Meridian's counsel, the Firm estimates that total legal fees for this engagement will fall within the range of Three Hundred Fifty Thousand Dollars ($350,000) to Five Hundred Thousand Dollars ($500,000), exclusive of disbursements and out-of-pocket expenses. This estimate is provided solely for the Client's budgeting and planning purposes and does not constitute a cap, ceiling, or fixed-fee arrangement. Actual fees may be higher or lower than the estimated range depending on range factors, including the pace and complexity of negotiations, the number and nature of issues that arise during the course of the engagement, the extent of revisions to the Transaction Documents, and any expansion of the scope of representation. The Firm will endeavor to keep the Client informed of the status of fees incurred relative to this estimate on a regular basis and will notify the Client promptly if it appears that fees may materially exceed the upper end of the estimated range.

Retainer. Based on the Firm's existing relationship with the Client and the nature of this engagement, no advance retainer or security deposit is required in connection with this engagement.

Disbursements and Expenses. In addition to professional fees, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement, including but not limited to:

• Filing fees and governmental charges;

• Courier, overnight delivery, and messenger charges;

• Travel expenses (including airfare, hotel, ground transportation, and meals), if travel is required in connection with the engagement, subject to the Client's prior approval for any individual trip expected to exceed $2,500 in total cost;

• Electronic database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and comparable services);

• Document reproduction, scanning, and printing costs; and

• Long-distance telephone and videoconference charges, if applicable.

Disbursements will be reflected on the Firm's monthly invoices and are subject to the same payment terms as professional fees.

6. Billing Partner and Matter Administration

Douglas Fairchild will serve as the Billing Partner for this engagement. Any inquiries regarding invoices, fee arrangements, billing practices, or the financial administration of this matter should be directed to Mr. Fairchild at the following contact information:

Douglas Fairchild, Partner Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7812

Email: dfairchild@calderwoodharkness.com

The Client is requested to reference Matter Number 1008-00010 on all correspondence, communications, and payments directed to the Firm in connection with this engagement. Use of the matter number will facilitate the accurate tracking and allocation of time, expenses, and communications related to this matter.

7. Confidentiality

The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement in accordance with all applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.6 (Confidential Information of a Client), and the American Bar Association Model Rules of Professional Conduct, Rule 1.6 (Confidentiality of Information), to the extent applicable. This obligation extends to all information relating to the Client's business, operations, financial condition, technology, intellectual property, trade secrets, and the terms and substance of the Transaction Documents, whether communicated orally, in writing, or in electronic form.

The Firm will not disclose Confidential Information to any third party without the Client's prior written consent, except (a) as required by applicable law, regulation, or court order; (b) as necessary to carry out the Firm's representation of the Client in connection with this engagement, including communications with opposing counsel, regulatory authorities, and the Client's other advisors as identified in Section 2 above; or (c) as otherwise permitted under the applicable rules of professional conduct. In the event that the Firm receives a subpoena, court order, or other legal process that requires or purports to require disclosure of the Client's Confidential Information, the Firm will, to the extent permitted by law, promptly notify the Client and cooperate with the Client in seeking appropriate protective measures.

8. Conflicts of Interest

The Firm has conducted a thorough conflicts check in accordance with its internal conflicts-clearance procedures and the requirements of the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on the information currently available to the Firm, the Firm has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement or that would require informed written consent from the Client or any other party. A separate conflicts check memorandum has been prepared by the Firm's General Counsel's office and is on file in the Firm's records.

The Client acknowledges that the Firm is a large, multi-practice law firm that represents numerous clients across a wide range of industries and practice areas. The Firm currently represents, and may in the future represent, other clients in matters that are unrelated to this engagement, including matters in the technology, financial services, data analytics, and software industries. The Client acknowledges and agrees that such representations do not, in and of themselves, constitute a conflict of interest with respect to this engagement, provided that such representations are not substantially related to the subject matter of this engagement and do not involve the representation of Meridian or its affiliates in any matter adverse to Lumos.

Should an actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Client in writing and discuss with the Client appropriate measures for resolution, which may include obtaining informed written consent from the affected parties, implementing ethical screens or information barriers within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 10 below.

9. Document Retention

The Firm will maintain files, documents, and work product related to this engagement in accordance with its standard document retention policies and procedures. The Firm's current retention policy generally provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, after which files may be destroyed in the ordinary course without further notice to the Client, unless the Client has requested return of its files prior to destruction.

Upon completion or termination of this engagement, all original executed Transaction Documents, certificates, and other original instruments in the Firm's possession will be delivered to the Client. The Firm will retain copies of such documents, as well as copies of correspondence, memoranda, research, drafts, and other work product, for its records and in accordance with its retention policies.

The Client is strongly encouraged to maintain its own complete copies of all documents, correspondence, and communications generated or received in connection with this engagement. The Firm's retention of copies is for its own administrative and professional purposes and should not be relied upon by the Client as a substitute for the Client's own document retention practices.

10. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, the termination will be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the termination will be effective upon the Client's receipt of written notice, subject to the Firm's obligations under applicable rules of professional conduct regarding withdrawal from representation, including the obligation to take reasonable steps to avoid prejudice to the Client's interests.

Upon termination of the engagement, the Client will remain responsible for the payment of all fees earned and expenses incurred by the Firm through the effective date of termination. The Firm will issue a final invoice reflecting all outstanding fees and expenses within thirty (30) days of the effective date of termination.

In the event of termination, the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the transfer of files, documents, and work product to successor counsel and the provision of reasonable assistance in familiarizing successor counsel with the status of the matter. The Firm reserves the right to retain copies of all documents in its files in accordance with its document retention policies and applicable professional obligations.

11. No Guarantee of Outcome

While the Firm will use its best professional efforts and judgment in representing the Client in connection with this engagement, the Client acknowledges and agrees that the Firm makes no guarantee, warranty, or assurance regarding the outcome of the negotiations with Meridian, the successful execution of the Transaction Documents, or any other aspect of this engagement. The practice of law involves inherent uncertainties, and the outcome of any matter depends on numerous factors, many of which are beyond the Firm's control. The Firm's agreement to represent the Client in this engagement should not be construed as an express or implied representation that a particular result will be achieved.

12. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any disputes arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and each party hereby consents to the personal jurisdiction of such courts.

13. Acknowledgment of PE Sponsor Relationship

The Firm acknowledges that Lumos Analytics Inc. is a portfolio company of Crestline Capital Partners, LP, a Delaware limited partnership with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The Firm understands that Crestline Capital Partners, LP is the majority equity holder of Lumos, holding approximately sixty-two and three-tenths percent (62.3%) of Lumos's outstanding equity interests.

Notwithstanding the foregoing, the Client acknowledges and agrees that the Firm's client in this engagement is Lumos Analytics Inc. and not Crestline Capital Partners, LP or any of its affiliates, general partners, limited partners, portfolio companies, officers, directors, or employees. Crestline Capital Partners, LP is not a party to this Engagement Letter, and the Firm owes no duty of representation, loyalty, confidentiality, or communication to Crestline Capital Partners, LP under or in connection with this engagement, except to the extent that such duties may arise independently under applicable law.

The Client may, at its discretion, share information about this engagement, including the substance and status of the Firm's representation, with Crestline Capital Partners, LP and its representatives. The Client and the Firm agree that such sharing of information with Crestline Capital Partners, LP, in its capacity as majority equity holder and sponsor of the Client, does not constitute a waiver of the attorney-client privilege, work product doctrine, or any other applicable privilege or protection as between the Firm and the Client, to the fullest extent permitted by applicable law, including under the common-interest doctrine and the principles set forth in applicable case law regarding communications between corporate clients and their equity sponsors.

14. Agreement and Acceptance

If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to Lumos Analytics Inc., please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a signed copy to us. You may return the signed copy by email to hbellamy@calderwoodharkness.com and dfairchild@calderwoodharkness.com, by facsimile to (213) 555-7801, or by mail to our address set forth above. Upon receipt of your signed acceptance, this Engagement Letter will constitute a binding agreement between the Firm and the Client with respect to the terms and conditions of our engagement.

We look forward to working with you and the Lumos team on this important transaction. Please do not hesitate to contact Howard Bellamy at (213) 555-7805 or Leila Nazari at (213) 555-7823 if you have any questions about this Engagement Letter or the engagement generally.

[Signature Page Follows]

CALDERWOOD & HARKNESS LLP ENGAGEMENT LETTER — SIGNATURE PAGE Matter No. 1008-00010

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Howard Bellamy

Title: Partner — Responsible Partner

Antitrust & Competition Practice Group

Date: January 30, 2024

By: ________

Name: Douglas Fairchild

Title: Partner — Billing Partner

Corporate & Transactional Practice Group

Date: January 30, 2024

ACKNOWLEDGED AND ACCEPTED by Lumos Analytics Inc.:

LUMOS ANALYTICS INC.

By: ________

Name: Daniel Ostroff

Title: Vice President, Legal & Compliance

Date: ________

Enclosures

The following documents are enclosed with this Engagement Letter for the Client's reference and records:

1. Calderwood & Harkness LLP Firm Privacy Notice (January 2024 edition), describing the Firm's collection, use, and protection of personal data in connection with client engagements.

2. Calderwood & Harkness LLP Standard Terms of Engagement, setting forth supplemental terms and conditions applicable to the Firm's client engagements, including provisions relating to electronic communications, data security, anti-money laundering compliance, and limitation of liability, which are incorporated by reference into this Engagement Letter to the extent not inconsistent with the terms set forth herein.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

This Engagement Letter and all enclosures are intended solely for the use of the addressee and contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this communication to the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately at (213) 555-7800 and destroy all copies of this communication.

Timekeeper Category	Hourly Rate
Partners	$1,250.00
Senior Associates (6+ years)	$850.00
Associates	$650.00
Paralegals / Legal Assistants	$350.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
801 South Figueroa Street, Suite 4200 Los Angeles, California 90017
Telephone: (213) 555-7800 Facsimile: (213) 555-7801 www.calderwoodharkness.com
January 30, 2024
VIA EMAIL AND FIRST CLASS MAIL
Daniel Ostroff Vice President, Legal & Compliance Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304
Re: Engagement of Calderwood & Harkness LLP by Lumos Analytics Inc. — EMEA Channel Reseller Program Agreement with Meridian Data Solutions GmbH
Matter Number: 1008-00010
Dear Mr. Ostroff:
1. Introduction and Purpose
Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos," "you," or the "Client"), a Delaware C-Corporation headquartered in Palo Alto, California. We appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working with the Lumos team on this important transaction.
This letter sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the negotiation, drafting, and execution of a Channel Reseller Program Agreement and related ancillary documents (collectively, the "Transaction Documents") between Lumos and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Leopoldstraße 78, 80802 München, Germany (the "Counterparty" or "Meridian"). This engagement letter (the "Engagement Letter") supersedes any prior oral or written understandings between the Firm and the Client regarding the scope and terms of this engagement.
The engagement relates to the establishment of a channel-reseller program for the distribution of Lumos's AI-driven financial analytics and risk-modeling software-as-a-service platform, branded as Lumos Prism™ (the "Platform"), across the Europe, Middle East, and Africa ("EMEA") region. As we understand it, the proposed arrangement contemplates an aggregate deal value of approximately Thirty Million United States Dollars ($30,000,000) over a five-year initial term, with potential renewal options to be negotiated as part of the Transaction Documents. Given the complexity of the transaction, the multi-jurisdictional regulatory considerations, and the significance of the commercial relationship to Lumos's growth strategy in EMEA, we believe it is important that the terms of our engagement be clearly set forth in writing.
Please review this Engagement Letter carefully. If the terms accurately reflect our mutual understanding, please sign and return a copy of this letter to us in accordance with the instructions set forth in Section 14 below.
2. Scope of Representation
The Firm's representation of the Client in connection with this engagement will include the following services:
(a) Reseller Agreement. Drafting, reviewing, and negotiating the Channel Reseller Program Agreement (the "Reseller Agreement") between Lumos and Meridian, including all substantive provisions relating to grant of reseller rights, territory exclusivity and restrictions, pricing and discount structures, intellectual property licensing, confidentiality obligations, representations and warranties, indemnification, limitation of liability, term and termination, and dispute resolution mechanisms.
(b) Exhibits and Schedules. Preparing, reviewing, and negotiating exhibits and schedules to the Reseller Agreement, which are currently anticipated to include the following:
(i) Licensed Products & Pricing Schedule, setting forth the licensed SaaS products, tiers, applicable pricing, discount schedules, and any volume-based incentive structures;
(ii) EMEA Territory & Sub-Distributor Authorization, defining the geographic scope of Meridian's reseller rights across the EMEA region and establishing the framework for Meridian's authorization of sub-distributors within specified sub-territories;
(iii) Data Processing Agreement (the "DPA"), including the incorporation of the European Commission's Standard Contractual Clauses for international data transfers (Module Two: Controller to Processor, and Module Three: Processor to Processor, as applicable), together with the United Kingdom's International Data Transfer Addendum, as required to comply with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the United Kingdom Data Protection Act 2018;
(iv) Trademark License & Brand Guidelines, governing Meridian's use of Lumos trademarks, service marks, logos, and related brand assets in connection with the marketing and resale of the Platform;
(v) Service Level Agreement (the "SLA"), establishing uptime commitments, performance benchmarks, support response times, and service credit mechanisms applicable to the Platform as resold through Meridian; and
(vi) Minimum Annual Commitment Schedule, setting forth the minimum annual revenue commitments and purchase obligations applicable to Meridian during each year of the initial term and any renewal term.
(c) Escrow Agreement. Drafting and negotiating an Escrow Agreement with Evergreen Trust Company, N.A., a nationally chartered trust company, for the purpose of establishing the indemnification holdback mechanism contemplated by the Reseller Agreement, including provisions governing the deposit, release, and disbursement of escrowed funds and the resolution of disputed claims against the escrow.
(d) Sub-Distributor Consent Letters. Preparing sub-distributor consent letters for pre-approved sub-distributors that Meridian intends to engage at or shortly after the closing of the Reseller Agreement. Based on our discussions, the pre-approved sub-distributors currently anticipated include Meridian Data Solutions UK Ltd, a private limited company organized under the laws of England and Wales, and Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France.
(e) Closing Deliverables. Preparing closing deliverables and ancillary documentation, including officer's certificates, secretary's certificates, bring-down certificates, closing checklists, signature pages, and assembling the closing binder. The Firm will coordinate the closing process and circulate final versions of all Transaction Documents in advance of the anticipated closing date.
(f) Coordination with UK/EU Regulatory Counsel. Coordinating with Lumos's UK and EU regulatory and data-protection counsel, Thornbridge Whitaker LLP, a limited liability partnership organized under the laws of England and Wales, with offices at 25 Throgmorton Avenue, London EC2N 2AN, United Kingdom, on matters relating to GDPR compliance, UK GDPR compliance, and related cross-border data-transfer compliance matters, including the adequacy of the Standard Contractual Clauses and Transfer Impact Assessments.
(g) Coordination with Tax and Transfer Pricing Advisors. Coordinating with Lumos's transfer pricing and international tax advisor, Caldwell & Pryce Advisory LLC, with offices at 555 Montgomery Street, Suite 2100, San Francisco, California 94111, on transfer pricing documentation and structuring considerations applicable to the Reseller Agreement, including the characterization of reseller margins, withholding tax obligations applicable to royalty and license fee payments, and value-added tax ("VAT") structuring considerations for cross-border SaaS transactions within the EMEA region.
(h) Coordination with Insurance Broker. Coordinating with Lumos's insurance broker, Ridgepoint Insurance Brokers Inc., regarding insurance requirements under the Reseller Agreement, including the review and evaluation of required insurance coverages, policy limits, and certificate of insurance requirements applicable to both Lumos and Meridian.
(i) Internal Legal Memoranda. Preparing internal memoranda and legal analyses for the Client addressing key legal issues arising in connection with the Transaction Documents, which are expected to include the following:
(i) indemnification provisions and the structuring and enforceability of contractual liability caps, including any carve-outs for fraud, willful misconduct, intellectual property infringement, data breaches, and confidentiality breaches;
(ii) EU competition and antitrust compliance, including an analysis of the European Commission's Vertical Block Exemption Regulation (Commission Regulation (EU) 2022/720) and the accompanying Vertical Guidelines, with particular attention to territorial restrictions, exclusive and selective distribution arrangements, and online sales restrictions;
(iii) export control and sanctions compliance, including an assessment of applicable U.S. export control regulations (the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774), the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") sanctions programs, and relevant EU sanctions regulations, as they apply to the distribution of the Platform in the EMEA region; and
(iv) insurance requirements analysis, including a review of the adequacy of proposed insurance provisions and recommended coverage types and limits.
(j) Correspondence and Negotiation with Counterparty's Counsel. Corresponding and negotiating with Meridian's outside counsel, Kessler Hartmann Rechtsanwälte PartG mbB, a partnership with limited professional liability organized under German law, with offices at Maximilianstraße 35, 80539 München, Germany, led by Dr. Stefan Kessler, Rechtsanwalt. The Firm will serve as Lumos's lead outside counsel in all communications with Meridian's counsel relating to the Transaction Documents.
Limitations on Scope. The Client acknowledges and agrees that the Firm's scope of representation under this Engagement Letter does not include, and the Firm will not be providing, advice on the laws of the Federal Republic of Germany, the French Republic, or any other non-U.S. and non-English jurisdiction. To the extent that advice on German law, French law, or the laws of any other jurisdiction is required in connection with the Transaction Documents, the Client is responsible for engaging and compensating appropriate local counsel in such jurisdictions. The Firm is prepared to assist the Client in identifying qualified local counsel upon request, but the engagement of such counsel will be a matter between the Client and the local counsel firm.
Additionally, the Client acknowledges that the Firm's coordination with Thornbridge Whitaker LLP in connection with GDPR and UK GDPR matters is undertaken solely for the benefit of the Client and does not create an attorney-client relationship between Thornbridge Whitaker LLP and the Firm. Thornbridge Whitaker LLP's engagement is with and on behalf of Lumos Analytics Inc. directly, and the Firm assumes no responsibility for the legal advice rendered by Thornbridge Whitaker LLP.
Should the Client request services beyond the scope described above, the Firm will discuss the additional scope and any associated cost implications with the Client before undertaking such work.
3. Engagement Team
The following attorneys have been assigned to this matter and will serve as the core engagement team:
Howard Bellamy — Partner, Antitrust & Competition Practice Group. Mr. Bellamy will serve as the Responsible Partner for this engagement and will be the Client's primary point of contact for all strategic, negotiation, and senior-level matters. Mr. Bellamy has extensive experience advising technology companies on complex cross-border distribution and reseller arrangements, with particular expertise in EU competition and antitrust law compliance. He will lead all significant negotiations with Meridian's counsel and will oversee the overall direction of the engagement.
Douglas Fairchild — Partner, Corporate & Transactional Practice Group. Mr. Fairchild will serve as the Billing Partner for this engagement and will be responsible for the financial administration of the matter, including the preparation and review of invoices and the management of billing inquiries. Mr. Fairchild brings deep experience in technology licensing and SaaS transactions and will provide substantive support on commercial and transactional matters as needed.
Leila Nazari — Associate, Tax Practice Group. Ms. Nazari will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of the transaction, including the drafting of the Reseller Agreement and ancillary documents, tax-related analysis pertaining to the transaction structure, and coordination with Caldwell & Pryce Advisory LLC on transfer pricing and international tax matters. Ms. Nazari will serve as the primary day-to-day contact for the Client's legal team and will manage the project timeline and workflow.
Robert Jansen — Associate, Tax Practice Group. Mr. Jansen will serve as a Working Associate on the engagement, assisting with drafting and document preparation, legal research, export control and economic sanctions analysis, review of insurance requirements and related provisions, and preparation of closing deliverables.
From time to time, other attorneys or professional staff of the Firm, including paralegals and legal assistants, may be assigned to work on this engagement as the needs of the matter require. The Client will be notified in advance of any material changes to the composition of the engagement team, including the assignment of any additional partners or the departure of any currently assigned team members. The Firm will endeavor to maintain continuity of staffing throughout the engagement to ensure efficiency and consistency.
4. Client Contact Information
The Firm's primary client contacts for this engagement are as follows:
Daniel Ostroff, Vice President, Legal & Compliance — Mr. Ostroff will serve as the primary legal contact for this engagement and will be responsible for reviewing and approving legal documents, providing legal direction on behalf of the Client, and coordinating internal Lumos approvals.
Tomoko Ishikawa, Senior Vice President, Global Partnerships — Ms. Ishikawa will serve as the primary commercial and partnership contact for the engagement and will be available to address questions relating to the commercial terms of the Reseller Agreement, Lumos's partnership strategy, and business relationship matters with Meridian.
Henrik Dalmqvist, Vice President, EMEA Sales — Mr. Dalmqvist will serve as the primary EMEA commercial and operational contact for the engagement and will provide input on EMEA-specific commercial terms, territory allocation, pricing, minimum commitment levels, and operational requirements.
All formal legal communications from the Firm, including draft documents, legal memoranda, and material correspondence, will be directed to Daniel Ostroff unless the Client otherwise instructs. The Firm may communicate directly with Ms. Ishikawa and Mr. Dalmqvist on matters within their respective areas of responsibility, provided that any material legal issues or significant changes to the Transaction Documents will be communicated to Mr. Ostroff concurrently. The Client is responsible for ensuring that its designated contacts are authorized to provide instructions and make decisions on behalf of the Client in connection with this engagement.
5. Fee Arrangements
Hourly Rates. The Firm will bill the Client for services rendered in connection with this engagement at the following standard hourly rates, which are applicable to the members of the engagement team as of the date of this Engagement Letter:
These hourly rates are subject to annual adjustment in accordance with the Firm's standard rate-setting process, with adjustments typically taking effect on January 1 of each calendar year. The Firm will notify the Client in writing in advance of any rate adjustments, and adjusted rates will apply to services rendered on or after the effective date of the adjustment. In the event that any rate adjustment would result in an increase of more than five percent (5%) over the then-current rates, the Client will have the right to discuss such adjustment with the Billing Partner prior to its implementation.
Time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). All timekeepers assigned to this matter will maintain contemporaneous time records reflecting the nature of the work performed.
Billing Cycle. The Firm will issue invoices to the Client on a monthly basis, in arrears, reflecting fees earned and disbursements incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed by each timekeeper, the time expended, and the applicable rate. Invoices are due and payable within thirty (30) days of the invoice date. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.
Fee Estimate. Based on the anticipated scope of the engagement as described in Section 2 above, and taking into account the complexity of the Transaction Documents, the multi-jurisdictional nature of the arrangement, and the expected level of negotiation with Meridian's counsel, the Firm estimates that total legal fees for this engagement will fall within the range of Three Hundred Fifty Thousand Dollars ($350,000) to Five Hundred Thousand Dollars ($500,000), exclusive of disbursements and out-of-pocket expenses. This estimate is provided solely for the Client's budgeting and planning purposes and does not constitute a cap, ceiling, or fixed-fee arrangement. Actual fees may be higher or lower than the estimated range depending on range factors, including the pace and complexity of negotiations, the number and nature of issues that arise during the course of the engagement, the extent of revisions to the Transaction Documents, and any expansion of the scope of representation. The Firm will endeavor to keep the Client informed of the status of fees incurred relative to this estimate on a regular basis and will notify the Client promptly if it appears that fees may materially exceed the upper end of the estimated range.
Retainer. Based on the Firm's existing relationship with the Client and the nature of this engagement, no advance retainer or security deposit is required in connection with this engagement.
Disbursements and Expenses. In addition to professional fees, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement, including but not limited to:
•  Filing fees and governmental charges;
•  Courier, overnight delivery, and messenger charges;
•  Travel expenses (including airfare, hotel, ground transportation, and meals), if travel is required in connection with the engagement, subject to the Client's prior approval for any individual trip expected to exceed $2,500 in total cost;
•  Electronic database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and comparable services);
•  Document reproduction, scanning, and printing costs; and
•  Long-distance telephone and videoconference charges, if applicable.
Disbursements will be reflected on the Firm's monthly invoices and are subject to the same payment terms as professional fees.
6. Billing Partner and Matter Administration
Douglas Fairchild will serve as the Billing Partner for this engagement. Any inquiries regarding invoices, fee arrangements, billing practices, or the financial administration of this matter should be directed to Mr. Fairchild at the following contact information:
Douglas Fairchild, Partner Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7812
Email: dfairchild@calderwoodharkness.com
The Client is requested to reference Matter Number 1008-00010 on all correspondence, communications, and payments directed to the Firm in connection with this engagement. Use of the matter number will facilitate the accurate tracking and allocation of time, expenses, and communications related to this matter.
7. Confidentiality
The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement in accordance with all applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.6 (Confidential Information of a Client), and the American Bar Association Model Rules of Professional Conduct, Rule 1.6 (Confidentiality of Information), to the extent applicable. This obligation extends to all information relating to the Client's business, operations, financial condition, technology, intellectual property, trade secrets, and the terms and substance of the Transaction Documents, whether communicated orally, in writing, or in electronic form.
The Firm will not disclose Confidential Information to any third party without the Client's prior written consent, except (a) as required by applicable law, regulation, or court order; (b) as necessary to carry out the Firm's representation of the Client in connection with this engagement, including communications with opposing counsel, regulatory authorities, and the Client's other advisors as identified in Section 2 above; or (c) as otherwise permitted under the applicable rules of professional conduct. In the event that the Firm receives a subpoena, court order, or other legal process that requires or purports to require disclosure of the Client's Confidential Information, the Firm will, to the extent permitted by law, promptly notify the Client and cooperate with the Client in seeking appropriate protective measures.
8. Conflicts of Interest
The Firm has conducted a thorough conflicts check in accordance with its internal conflicts-clearance procedures and the requirements of the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on the information currently available to the Firm, the Firm has not identified any conflicts of interest that would preclude the Firm from undertaking this engagement or that would require informed written consent from the Client or any other party. A separate conflicts check memorandum has been prepared by the Firm's General Counsel's office and is on file in the Firm's records.
The Client acknowledges that the Firm is a large, multi-practice law firm that represents numerous clients across a wide range of industries and practice areas. The Firm currently represents, and may in the future represent, other clients in matters that are unrelated to this engagement, including matters in the technology, financial services, data analytics, and software industries. The Client acknowledges and agrees that such representations do not, in and of themselves, constitute a conflict of interest with respect to this engagement, provided that such representations are not substantially related to the subject matter of this engagement and do not involve the representation of Meridian or its affiliates in any matter adverse to Lumos.
Should an actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Client in writing and discuss with the Client appropriate measures for resolution, which may include obtaining informed written consent from the affected parties, implementing ethical screens or information barriers within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 10 below.
9. Document Retention
The Firm will maintain files, documents, and work product related to this engagement in accordance with its standard document retention policies and procedures. The Firm's current retention policy generally provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, after which files may be destroyed in the ordinary course without further notice to the Client, unless the Client has requested return of its files prior to destruction.
Upon completion or termination of this engagement, all original executed Transaction Documents, certificates, and other original instruments in the Firm's possession will be delivered to the Client. The Firm will retain copies of such documents, as well as copies of correspondence, memoranda, research, drafts, and other work product, for its records and in accordance with its retention policies.
The Client is strongly encouraged to maintain its own complete copies of all documents, correspondence, and communications generated or received in connection with this engagement. The Firm's retention of copies is for its own administrative and professional purposes and should not be relied upon by the Client as a substitute for the Client's own document retention practices.
10. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, the termination will be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the termination will be effective upon the Client's receipt of written notice, subject to the Firm's obligations under applicable rules of professional conduct regarding withdrawal from representation, including the obligation to take reasonable steps to avoid prejudice to the Client's interests.
Upon termination of the engagement, the Client will remain responsible for the payment of all fees earned and expenses incurred by the Firm through the effective date of termination. The Firm will issue a final invoice reflecting all outstanding fees and expenses within thirty (30) days of the effective date of termination.
In the event of termination, the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Client, including the transfer of files, documents, and work product to successor counsel and the provision of reasonable assistance in familiarizing successor counsel with the status of the matter. The Firm reserves the right to retain copies of all documents in its files in accordance with its document retention policies and applicable professional obligations.
11. No Guarantee of Outcome
While the Firm will use its best professional efforts and judgment in representing the Client in connection with this engagement, the Client acknowledges and agrees that the Firm makes no guarantee, warranty, or assurance regarding the outcome of the negotiations with Meridian, the successful execution of the Transaction Documents, or any other aspect of this engagement. The practice of law involves inherent uncertainties, and the outcome of any matter depends on numerous factors, many of which are beyond the Firm's control. The Firm's agreement to represent the Client in this engagement should not be construed as an express or implied representation that a particular result will be achieved.
12. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any disputes arising out of or relating to this Engagement Letter or the Firm's representation of the Client hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and each party hereby consents to the personal jurisdiction of such courts.
13. Acknowledgment of PE Sponsor Relationship
The Firm acknowledges that Lumos Analytics Inc. is a portfolio company of Crestline Capital Partners, LP, a Delaware limited partnership with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The Firm understands that Crestline Capital Partners, LP is the majority equity holder of Lumos, holding approximately sixty-two and three-tenths percent (62.3%) of Lumos's outstanding equity interests.
Notwithstanding the foregoing, the Client acknowledges and agrees that the Firm's client in this engagement is Lumos Analytics Inc. and not Crestline Capital Partners, LP or any of its affiliates, general partners, limited partners, portfolio companies, officers, directors, or employees. Crestline Capital Partners, LP is not a party to this Engagement Letter, and the Firm owes no duty of representation, loyalty, confidentiality, or communication to Crestline Capital Partners, LP under or in connection with this engagement, except to the extent that such duties may arise independently under applicable law.
The Client may, at its discretion, share information about this engagement, including the substance and status of the Firm's representation, with Crestline Capital Partners, LP and its representatives. The Client and the Firm agree that such sharing of information with Crestline Capital Partners, LP, in its capacity as majority equity holder and sponsor of the Client, does not constitute a waiver of the attorney-client privilege, work product doctrine, or any other applicable privilege or protection as between the Firm and the Client, to the fullest extent permitted by applicable law, including under the common-interest doctrine and the principles set forth in applicable case law regarding communications between corporate clients and their equity sponsors.
14. Agreement and Acceptance
If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to Lumos Analytics Inc., please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a signed copy to us. You may return the signed copy by email to hbellamy@calderwoodharkness.com and dfairchild@calderwoodharkness.com, by facsimile to (213) 555-7801, or by mail to our address set forth above. Upon receipt of your signed acceptance, this Engagement Letter will constitute a binding agreement between the Firm and the Client with respect to the terms and conditions of our engagement.
We look forward to working with you and the Lumos team on this important transaction. Please do not hesitate to contact Howard Bellamy at (213) 555-7805 or Leila Nazari at (213) 555-7823 if you have any questions about this Engagement Letter or the engagement generally.
[Signature Page Follows]
CALDERWOOD & HARKNESS LLP ENGAGEMENT LETTER — SIGNATURE PAGE Matter No. 1008-00010
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Howard Bellamy
Title: Partner — Responsible Partner
Antitrust & Competition Practice Group
Date: January 30, 2024
By: ________
Name: Douglas Fairchild
Title: Partner — Billing Partner
Corporate & Transactional Practice Group
Date: January 30, 2024
ACKNOWLEDGED AND ACCEPTED by Lumos Analytics Inc.:
LUMOS ANALYTICS INC.
By: ________
Name: Daniel Ostroff
Title: Vice President, Legal & Compliance
Date: ________
Enclosures
The following documents are enclosed with this Engagement Letter for the Client's reference and records:
1.  Calderwood & Harkness LLP Firm Privacy Notice (January 2024 edition), describing the Firm's collection, use, and protection of personal data in connection with client engagements.
2.  Calderwood & Harkness LLP Standard Terms of Engagement, setting forth supplemental terms and conditions applicable to the Firm's client engagements, including provisions relating to electronic communications, data security, anti-money laundering compliance, and limitation of liability, which are incorporated by reference into this Engagement Letter to the extent not inconsistent with the terms set forth herein.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
This Engagement Letter and all enclosures are intended solely for the use of the addressee and contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, or the employee or agent responsible for delivering this communication to the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately at (213) 555-7800 and destroy all copies of this communication.
Timekeeper Category | Hourly Rate
Partners | $1,250.00
Senior Associates (6+ years) | $850.00
Associates | $650.00
Paralegals / Legal Assistants | $350.00

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