Contract analysis

I. Introduction and Purpose This memorandum summarizes the results of Calderwood & Harkness LLP's ("Calderwood & Harkness" or the "Firm") review of the corporate governance posture and organizational documents of Lumos Analytics Inc. ("Lumos," the "Company," or the "Issuer"), a Delaware corporation headquartered at 450 Folsom Street, Suite 1200, San Francisco, California 94105, in connection with the Company's propos

II. Current Corporate Organization A. Incorporation and Good Standing — Delaware Lumos Analytics Inc. was incorporated in the State of Delaware on March 14, 2016, by the filing of its original Certificate of Incorporation with the Delaware Secretary of State. The Company's Delaware file number is 6281934, and its Federal Employer Identification Number (EIN) is 82-3194567. The Company's registered agent in the State o

III. Capitalization Summary and Equity Cleanup A. Current Capital Structure (Pre-IPO, as of December 31, 2021) Based on the Company's capitalization table and stockholder records provided by Naomi Feinberg, the Company's capital structure as of December 31, 2021 is as follows: Common Stock: Class B Common Stock — Holder Detail: Preferred Stock: Note: The Series B/C and Series C/D allocations among Arclight and Velthr

IV. Amended and Restated Certificate of Incorporation (IPO Form) A. Key Provisions In connection with the IPO, the Company will adopt a new Amended and Restated Certificate of Incorporation (the "IPO Charter") that will replace the existing Certificate of Incorporation (as amended) in its entirety. The IPO Charter is being drafted by Calderwood & Harkness and will reflect the following key provisions: Dual-Class Comm

V. Amended and Restated Bylaws (IPO Form) In connection with the IPO, the Company will adopt new Amended and Restated Bylaws (the "IPO Bylaws") that will comprehensively replace the Company's existing Bylaws. The IPO Bylaws will be adopted by the Board of Directors effective upon the closing of the IPO and will contain the following key provisions: (a) Advance Notice Requirements. The IPO Bylaws will include detailed

VI. Board of Directors — Composition and Independence Analysis A. Current Board Composition The Company's Board of Directors currently consists of seven (7) members. The following table sets forth the current composition of the Board, including each director's role, how each director came to serve on the Board, and our preliminary assessment of each director's independence status under the applicable Nasdaq listing s

VII. Board Committee Composition A. Audit Committee Nasdaq Listing Rule 5605(c) requires that every Nasdaq-listed company have an Audit Committee composed of at least three (3) members, all of whom must be independent directors under Nasdaq Listing Rule 5605(c)(2) and SEC Rule 10A-3. At least one member of the Audit Committee must be an "audit committee financial expert" as defined under SEC regulations. The controll