Contract analysis
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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
High · 4
Medium · 4
Standard · 3
1. Electronic Delivery. All documents responsive to this Request List should be provided
1. Electronic Delivery. All documents responsive to this Request List should be provided in electronic form via the designated virtual data room established for the Offering (the "Data Room"). Documents should be uploaded in native format where available (e.g., Microsoft Word, Excel, or PDF). Scanned copies of executed documents should be provided in PDF format with optical character recognition (OCR) applied, to the
2. Organization. Documents should be organized within the Data Room by category number co
2. Organization. Documents should be organized within the Data Room by category number corresponding to the sections set forth below (e.g., documents responsive to Section I should be placed in a folder labeled "I. Corporate Organization and Good Standing," documents responsive to Section II should be placed in a folder labeled "II. Capitalization and Securities," and so forth). Within each category folder, documents
3. Not Applicable / Non-Existent Documents. Where a requested document does not exist or
3. Not Applicable / Non-Existent Documents. Where a requested document does not exist or is not applicable to the Company or any of its subsidiaries, please note "N/A" in the corresponding folder within the Data Room, together with a brief written explanation of why the document does not exist or is not applicable.
4. Scope — Subsidiaries. Unless otherwise indicated, this Request List covers Lumos Analy
4. Scope — Subsidiaries. Unless otherwise indicated, this Request List covers Lumos Analytics Inc. and all of its direct and indirect subsidiaries (collectively, the "Company Group"). Responses should identify the specific entity to which each document relates.
5. Time Period. Unless otherwise specified, the requests set forth herein cover the perio
5. Time Period. Unless otherwise specified, the requests set forth herein cover the period from the date of the Company's incorporation (March 14, 2016) to the present date. Where a request specifies a different time period, that specific time period shall control.
6. Supplements. This Request List may be supplemented from time to time as the due dilige
6. Supplements. This Request List may be supplemented from time to time as the due diligence process progresses and as additional information needs are identified. The Company should expect to receive supplemental requests following review of documents provided in response to this initial Request List.
7. Materiality. References to "material" contracts, agreements, or matters are intended t
7. Materiality. References to "material" contracts, agreements, or matters are intended to capture items that are material to the business, operations, financial condition, or prospects of the Company, as well as items that may be required to be disclosed in the Registration Statement or the prospectus. When in doubt as to whether a particular document or matter is responsive to a request, please err on the side of i
8. Contact Persons. Questions regarding this Request List should be directed to the follo
8. Contact Persons. Questions regarding this Request List should be directed to the following members of the Calderwood & Harkness deal team: Audrey Zhou, Lead Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 555-2847 Email: azhou@calderwoodharkness.com Brendan Walsh, Working Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 36
9. Internal Coordination. We respectfully request that Naomi Feinberg, General Counsel &
9. Internal Coordination. We respectfully request that Naomi Feinberg, General Counsel & Corporate Secretary, and David Lau, Chief Financial Officer, coordinate responses from relevant departments and personnel within the Company, including, as appropriate, Priya Subramanian (Chief Executive Officer & Co-Founder), Marcus Henley (Chief Technology Officer & Co-Founder), and Tomás Aguilar (Chief Revenue Officer), as wel
10. Privilege. To the extent that any document responsive to a request in this Request Li
10. Privilege. To the extent that any document responsive to a request in this Request List is subject to the attorney-client privilege, work product doctrine, or any other applicable privilege, the Company should identify such document and the basis for the privilege claim so that the deal team may evaluate the applicability of any privilege.
I. CORPORATE ORGANIZATION AND GOOD STANDING
High
⚑ Indemnity / guarantee obligation
I. CORPORATE ORGANIZATION AND GOOD STANDING 1.1. Certificate of Incorporation of the Company as originally filed with the Secretary of State of the State of Delaware on March 14, 2016, together with all amendments and restatements thereto, including without limitation any amended and restated certificate of incorporation adopted in connection with any financing round, any certificate of designation establishing the r
II. CAPITALIZATION AND SECURITIES
Standard
⚑ Commercial term
II. CAPITALIZATION AND SECURITIES 2.1. A complete and current capitalization table showing all authorized, issued, and outstanding equity securities of the Company, including all classes and series of capital stock, on both an outstanding and fully diluted basis. The capitalization table should include, at a minimum, the following information: (a) Common Stock: Total authorized shares of Common Stock (500,000,000 sha
III. MATERIAL CONTRACTS
High
⚑ Penalty / liquidated damages
III. MATERIAL CONTRACTS 3.1. A comprehensive schedule of all material contracts to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound. For purposes of this request, "material contracts" include, without limitation, contracts involving aggregate consideration or payments in excess of $500,000 per year, contracts that are otherwise material to the business, operations, fin
IV. INTELLECTUAL PROPERTY
Medium
⚑ Confidentiality undertaking
IV. INTELLECTUAL PROPERTY 4.1. A comprehensive schedule of all issued patents and pending patent applications owned by or assigned to the Company or any subsidiary, in any jurisdiction worldwide. We understand that the Company currently holds fourteen (14) issued U.S. utility patents and has seven (7) pending U.S. patent applications, primarily related to machine learning-based fraud detection technology and real-tim
V. TECHNOLOGY AND DATA PRIVACY
Medium
⚑ Confidentiality undertaking
V. TECHNOLOGY AND DATA PRIVACY 5.1. A detailed description of the Company's technology infrastructure, including (a) cloud hosting environments and providers, (b) data center arrangements (including the arrangement with Brindoval Data Centers LLC referenced in Section III above), (c) server and network architecture, (d) disaster recovery and business continuity arrangements, (e) redundancy and failover capabilities,
VI. FINANCIAL INFORMATION
Standard
⚑ Commercial term
VI. FINANCIAL INFORMATION 6.1. Audited consolidated financial statements (including the balance sheet, statement of operations, statement of stockholders' equity (deficit), statement of cash flows, and all notes to the financial statements) for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the independent auditor's reports thereon. The Company's financial statements
VII. TAX MATTERS
High
⚑ Indemnity / guarantee obligation
VII. TAX MATTERS 7.1. Copies of all federal income tax returns (including all schedules, worksheets, and supporting documentation) filed by the Company and its subsidiaries for the last three (3) fiscal years (FY 2019, FY 2020, and FY 2021). 7.2. Copies of all state and local income, franchise, and business tax returns filed by the Company and its subsidiaries in all applicable jurisdictions for the last three (3) fi
VIII. EMPLOYEES AND EMPLOYMENT MATTERS
Medium
⚑ Forum / governing law
VIII. EMPLOYEES AND EMPLOYMENT MATTERS 8.1. A complete schedule of the Company's total employee headcount as of December 31, 2021 (approximately 1,120 employees), including a detailed breakdown by (a) function or department (e.g., engineering, product, sales, marketing, general and administrative, customer success), (b) geographic location (by state and, if applicable, by country), (c) employment status (full-time, p
IX. DIRECTORS AND OFFICERS
High
⚑ Indemnity / guarantee obligation
IX. DIRECTORS AND OFFICERS 9.1. A comprehensive list of all current and former directors and officers of the Company and each subsidiary, including for each individual: (a) the full legal name, (b) the position(s) held, (c) the date of appointment or election, (d) the date of resignation, removal, or expiration of term (for former directors and officers), and (e) whether such individual is classified as an "independe
X. RELATED-PARTY TRANSACTIONS
Standard
⚑ Commercial term
X. RELATED-PARTY TRANSACTIONS 10.1. A comprehensive schedule of all transactions, agreements, or arrangements between the Company (or any subsidiary) and any director, officer, holder of five percent (5%) or more of any class of the Company's voting securities, or any immediate family member or affiliate of any such person, from the beginning of the Company's last full fiscal year to the present date, including any t
XI. LITIGATION AND LEGAL PROCEEDINGS
Medium
⚑ Forum / governing law
XI. LITIGATION AND LEGAL PROCEEDINGS 11.1. A comprehensive schedule of all pending or threatened litigation, arbitration, mediation, administrative proceedings, regulatory proceedings, or other legal proceedings involving the Company or any subsidiary, whether as plaintiff, defendant, or otherwise, including for each matter: (a) the caption and case or docket number, (b) the court or tribunal, (c) the parties, (d) a