Extract to table

) at the Bay Area Dispute Resolution Center, and through such mediation have reached agreement in principle on the material terms set forth herein; WHEREAS, this Term Sheet is non-binding and is intended solely to facilitate the negotiation and drafting of a Definitive Settlement Agreement and Mutual Release (the "Definitive Agreement"), and shall not create any legally enforceable obligations on either Party except as expressly set forth in Section 8 hereof; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MSA

Lumos shall provide Pinnacle with aggregate service credits in the total amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits")

The Settlement Credits shall be applied as a lump-sum credit against Pinnacle's first four (4) monthly subscription invoices under the Renewal Term (as defined in Section 2

2, Pinnacle's net payment obligation shall be the applicable Renewal Term monthly subscription fee (as set forth in Section 2

To the extent that the Settlement Credit applied to a given monthly invoice exceeds the monthly subscription fee for such period, any excess credit amount shall be carried forward and applied to the immediately succeeding monthly invoice, as more particularly described in Exhibit B

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