FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / conflicts-clearance-memo.docx
conflicts-clearance-memo.docx
1008-00002 · 29 clauses
High · 1 Medium · 2 Standard · 0
I. PURPOSE AND SUMMARY
I. PURPOSE AND SUMMARY This memorandum documents the completion of conflicts of interest checks conducted by the Capital Markets Group of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm as issuer's counsel to Lumos Analytics Inc. ("Lumos," the "Company," or the "Issuer") in its proposed initial public offering (the "IPO" or the "Offering") of shares of Class A Co
II. SCOPE OF CONFLICTS SEARCH Medium
⚑ Confidentiality undertaking
II. SCOPE OF CONFLICTS SEARCH A. Description of the Engagement Calderwood & Harkness LLP is proposed to serve as issuer's counsel in connection with the proposed initial public offering of Class A Common Stock of Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The scop
III. PARTIES SEARCHED
III. PARTIES SEARCHED This Section sets forth, for each party searched, the identifying information used in the search, the party's role in the proposed transaction, and the results of the conflicts search. All searches were conducted using the systems and methodology described in Section II.B above. A. The Company — Lumos Analytics Inc. Search Result: No current or prior representations of Lumos Analytics Inc. were
1. Priya Subramanian — Chief Executive Officer, Co-Founder, and Chair of the Board of Dire
1. Priya Subramanian — Chief Executive Officer, Co-Founder, and Chair of the Board of Directors Ms. Subramanian co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since inception. She was appointed Chair of the Board in 2019. Prior to founding Lumos, Ms. Subramanian served as Vice President of Product at DataVista Inc. (2012–2016) and held engi
2. Marcus Henley — Chief Technology Officer, Co-Founder, and Board Member
2. Marcus Henley — Chief Technology Officer, Co-Founder, and Board Member Mr. Henley co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since inception. Prior to founding Lumos, Mr. Henley served as a Senior Software Engineer at Calderon Corporation (2010–2016). Search Result: No conflicts identified. No current or prior representations of Mr.
3. David Lau — Chief Financial Officer
3. David Lau — Chief Financial Officer Mr. Lau joined Lumos Analytics Inc. as Chief Financial Officer in 2020. Prior to joining Lumos, Mr. Lau served as Vice President of Finance at Cloudpath Systems Inc. (2017–2020) and held finance roles at Kraft Voss CPAs LLP. Search Result: No conflicts identified. No current or prior representations of Mr. Lau, and no representations adverse to Mr. Lau, were found.
4. Naomi Feinberg — General Counsel and Corporate Secretary
4. Naomi Feinberg — General Counsel and Corporate Secretary Ms. Feinberg joined Lumos Analytics Inc. as General Counsel and Corporate Secretary in January 2021. Prior to joining Lumos, Ms. Feinberg was a partner in the Technology Transactions group of Tarvick & Associates LLP (2014–2021) and served as an associate at Grayson & Drummond LLP (2008–2014). Search Result: No conflicts identified. No current or prior repre
5. Tomás Aguilar — Chief Revenue Officer
5. Tomás Aguilar — Chief Revenue Officer Mr. Aguilar joined Lumos Analytics Inc. as Chief Revenue Officer in 2019. Prior to joining Lumos, Mr. Aguilar held senior sales and business development positions at Bramwell & Co. and Ashford Holdings. Search Result: No conflicts identified.
6. Diane Ochoa — Independent Board Member; Managing Partner, Ridgeline Capital Partners
6. Diane Ochoa — Independent Board Member; Managing Partner, Ridgeline Capital Partners Ms. Ochoa has served as an independent member of the Lumos Board of Directors since 2017. She is the founder and Managing Partner of Ridgeline Capital Partners, an early-stage venture capital firm based in Palo Alto, California. Ridgeline Capital Partners Fund II, L.P. is a stockholder of Lumos (see Section III.C.3 below). Search
7. Samuel Adebayo — Independent Board Member; Former CFO, Verdant Software Corp.
7. Samuel Adebayo — Independent Board Member; Former CFO, Verdant Software Corp. Mr. Adebayo has served as an independent member of the Lumos Board of Directors since 2020. He previously served as Chief Financial Officer of Verdant Software Corp. (2015–2019) and currently serves as an independent consultant and advisor to technology companies. Search Result: No conflicts identified with respect to Mr. Adebayo individ
8. Catherine Mercer — Independent Board Member; Operating Partner, Arclight Equity Group
8. Catherine Mercer — Independent Board Member; Operating Partner, Arclight Equity Group Ms. Mercer has served as an independent member of the Lumos Board of Directors since 2019. She is an Operating Partner at Arclight Equity Group, a private equity firm. Arclight Equity Group Fund VII, L.P. is a stockholder of Lumos (see Section III.C.2 below). Search Result: No conflicts identified with respect to Ms. Mercer indiv
9. Jonathan Tsai — Board Member (Designee of Velthryn Venture Partners); Managing Partner,
9. Jonathan Tsai — Board Member (Designee of Velthryn Venture Partners); Managing Partner, Velthryn Venture Partners Mr. Tsai has served as a member of the Lumos Board of Directors since 2018, as the designee of Velthryn Venture Partners Fund IV, L.P. pursuant to the terms of the Investors' Rights Agreement. He is the founder and Managing Partner of Velthryn Venture Partners. Search Result: No conflicts identified wi
10. Rebecca Stahl — Board Member (Designee of Arclight Equity Group); Partner, Arclight Eq
10. Rebecca Stahl — Board Member (Designee of Arclight Equity Group); Partner, Arclight Equity Group Ms. Stahl has served as a member of the Lumos Board of Directors since 2019, as the designee of Arclight Equity Group Fund VII, L.P. pursuant to the terms of the Investors' Rights Agreement. She is a Partner at Arclight Equity Group. Search Result: No conflicts identified with respect to Ms. Stahl individually. The se
1. Velthryn Venture Partners Fund IV, L.P.
1. Velthryn Venture Partners Fund IV, L.P. Search Result: No conflicts identified. No current or prior representations of Velthryn Venture Partners Fund IV, L.P., Velthryn Venture Partners Management IV, LLC, or any other affiliated funds or entities of Velthryn Venture Partners were found in the C&H conflicts system. No representations adverse to any Velthryn entity were identified.
2. Arclight Equity Group Fund VII, L.P.
2. Arclight Equity Group Fund VII, L.P. Search Result: No conflicts identified with respect to Arclight Equity Group Fund VII, L.P. or its general partner, Arclight Equity Management VII, LLC. However, the coliliCheck search returned a historical result involving a different fund in the Arclight family: C&H previously acted as lender's counsel in an unrelated financing transaction that involved a portfolio company of
3. Ridgeline Capital Partners Fund II, L.P.
3. Ridgeline Capital Partners Fund II, L.P. Search Result: No conflicts identified. No current or prior representations of Ridgeline Capital Partners Fund II, L.P., or any other affiliated entity of Ridgeline Capital Partners, were found. No representations adverse to any Ridgeline entity were identified. D. Proposed Underwriters The Company has indicated that the following underwriters have been selected for the pro
1. Pinnacle Securities LLC — Lead Book-Running Managing Underwriter
1. Pinnacle Securities LLC — Lead Book-Running Managing Underwriter Search Result: No conflicts identified. The coliliCheck search confirmed that C&H has acted as issuer's counsel in prior transactions where Pinnacle Securities LLC served as a book-running underwriter, including the IPOs of Cerulean Technologies Inc. (2020), Apex Medical Devices Corp. (2019), and Brightline Communications Inc. (2018). All of these pr
2. Whitfield & Company LLC — Joint Book-Running Managing Underwriter
2. Whitfield & Company LLC — Joint Book-Running Managing Underwriter Search Result: No conflicts identified. No current or prior representations of Whitfield & Company LLC were found, and no representations adverse to Whitfield & Company LLC were identified.
3. Graystone Capital Markets Inc. — Co-Manager
3. Graystone Capital Markets Inc. — Co-Manager Search Result: No conflicts identified. No current or prior representations of Graystone Capital Markets Inc. were found, and no representations adverse to Graystone Capital Markets Inc. were identified. E. Underwriters' Counsel Search Result: No conflicts identified. Hargrove & Liddell LLP is a nationally recognized law firm with which Calderwood & Harkness LLP has coop
1. Broadleaf Transfer Services Inc. — Proposed Transfer Agent and Registrar
1. Broadleaf Transfer Services Inc. — Proposed Transfer Agent and Registrar Search Result: No conflicts identified. No current or prior representations of or adverse to Broadleaf Transfer Services Inc. were found.
2. Terrace Hill Insurance Group Ltd. — Proposed D&O Insurer
2. Terrace Hill Insurance Group Ltd. — Proposed D&O Insurer Search Result: No conflicts identified. No current or prior representations of or adverse to Terrace Hill Insurance Group Ltd. or Terrace Hill Insurance Company of America were found. The procurement of D&O insurance is a standard component of IPO preparation and does not create any conflict between the Firm and the insurer.
3. Hennessy Consulting Group LLC — Financial Printer / EDGAR Filing Agent
3. Hennessy Consulting Group LLC — Financial Printer / EDGAR Filing Agent Search Result: No conflicts identified. No current or prior representations of or adverse to Hennessy Consulting Group LLC were found.
4. Brindoval Data Centers LLC — Infrastructure Provider (Material Contract Counterparty)
4. Brindoval Data Centers LLC — Infrastructure Provider (Material Contract Counterparty) Search Result: No conflicts identified. No current or prior representations of or adverse to Brindoval Data Centers LLC were found.
5. Nordwell Financial Technologies Inc. — Strategic Partner (Material Contract Counterpart
5. Nordwell Financial Technologies Inc. — Strategic Partner (Material Contract Counterparty) Search Result: No conflicts identified. No current or prior representations of or adverse to Nordwell Financial Technologies Inc. were found.
6. Ashford National Bank — Revolving Credit Lender (Material Contract Counterparty)
6. Ashford National Bank — Revolving Credit Lender (Material Contract Counterparty) Search Result: No conflicts identified. No current or prior representations of or adverse to Ashford National Bank were found. The Firm does not currently represent Ashford National Bank in any capacity.
7. Capitol Registered Agents LLC — Registered Agent in Delaware
7. Capitol Registered Agents LLC — Registered Agent in Delaware Search Result: No conflicts identified. No current or prior representations of or adverse to Capitol Registered Agents LLC were found. Capitol Registered Agents LLC provides registered agent services to numerous Delaware entities and is not a party with whom the Firm has any substantive relationship.
IV. ANALYSIS OF POTENTIAL CONFLICTS AND RELATIONSHIPS REQUIRING NOTATION High
⚑ Indemnity / guarantee obligation
IV. ANALYSIS OF POTENTIAL CONFLICTS AND RELATIONSHIPS REQUIRING NOTATION The conflicts searches described in Section III above identified three prior relationships or engagements that, while not giving rise to any actual or potential conflict of interest, are noted herein for the record in accordance with the Firm's policies requiring documentation of any historical connection between the Firm and parties to a propos
V. CONCLUSION AND CLEARANCE RECOMMENDATION
V. CONCLUSION AND CLEARANCE RECOMMENDATION All required conflicts searches have been completed as of November 5, 2021, using the Firm's coliliCheck proprietary conflicts management system and supplementary manual review of active and recently closed matter lists across all relevant practice groups, as described in detail in this memorandum. No conflicts of interest have been identified that would preclude Calderwood
VI. SIGNATURES Medium
⚑ Confidentiality undertaking
VI. SIGNATURES Prepared by: ________________________________________ Audrey Zhou Lead Associate, Capital Markets Group Calderwood & Harkness LLP Date: November 5, 2021 Reviewed and Approved by: ________________________________________ Robert Adeyemi Responsible Partner, Capital Markets Group Calderwood & Harkness LLP Date: November 5, 2021 APPENDIX A — CONFLICTS SEARCH LOG The following table summarizes each search q