PRIVILEGED AND CONFIDENTIAL

Via Email and Certified Mail

Re: Notice of Breach and Demand for Resolution – Strategic Collaboration Agreement dated March 14, 2025

Dear Counsel:

We represent Orion Analytics LLC in connection with its prior commercial relationship with your company.

As you are aware, Orion entered into a Strategic Collaboration Agreement (the "Agreement") with your company on March 14, 2025 to jointly pursue enterprise customers in the logistics sector. During pre-contract negotiations, your representatives made multiple representations regarding existing customer relationships, data readiness, and the allocation of implementation responsibilities. These representations were material to Orion's decision to enter the Agreement.

Following execution of the Agreement, Orion invested substantial resources in reliance on those representations. It later became apparent that several of the referenced customer relationships did not exist in the form described, and that critical implementation tasks had not been completed by your team as promised. Orion first raised concerns about data readiness in writing on August 15, 2025. Despite repeated assurances from your team throughout August and September, no remediation occurred, leaving Orion no choice but to terminate the Agreement effective September 3, 2025.

These material omissions constitute fraudulent inducement under applicable state law and give rise to claims for both contractual and tortious misrepresentation. Under Georgia law, a party may recover consequential damages for breach of contract where such damages were reasonably foreseeable at the time of contracting. See Henderson v. Rockdale Partners, 294 Ga. App. 612 (2008).

As a result of your company's breaches and misrepresentations, Orion has suffered significant financial harm. Orion's internal records reflect 2,340 hours of engineering time at blended rates, along with $847,000 in committed infrastructure costs that could not be redeployed, and approximately $1.2 million in projected revenue from three pipeline opportunities that were abandoned as a direct result of the collaboration's failure. Orion has also suffered reputational damage in the market that continues to impair its business development efforts. While we are continuing to quantify the full extent of damages, our client estimates its total losses to be in the seven-figure range.

For reference, Section 9.4 of the Agreement provides that neither party shall be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement. Notwithstanding this provision, Orion maintains that its claims sound in fraud and are therefore not subject to the contractual limitation.

This letter constitutes formal notice of breach and misrepresentation. Orion reserves all rights under the Agreement and applicable law. However, our client remains open to resolving this matter without litigation if your company is willing to engage in a good-faith discussion promptly.

Please confirm by February 3, 2026 whether your company is prepared to discuss resolution. Absent a response, our client will consider all available remedies.

Sincerely,

[Signature]

Counsel for Orion Analytics LLC