Contract analysis

I. Introduction and Purpose The purpose of this memorandum is to provide a preliminary overview of the corporate structure, subsidiaries, capitalization, and ownership of Lumos Analytics Inc. ("Lumos," the "Company," or the "Issuer") as of November 2021, in connection with the Company's proposed initial public offering (the "IPO" or the "Proposed Offering") of shares of its Class A Common Stock, par value $0.0001 per

II. Corporate Organization — Parent Entity A. Lumos Analytics Inc. The following is a summary of the key organizational details of the parent entity: Full Legal Name: Lumos Analytics Inc. Entity Type: C-corporation Jurisdiction of Incorporation: State of Delaware Date of Incorporation: March 14, 2016 Delaware File Number: 6281934 Employer Identification Number (EIN): 82-3194567 Principal Executive Offices: 450 Folsom

III. Subsidiary Structure A. Wholly-Owned Subsidiaries Based on information provided by Naomi Feinberg during our initial due diligence sessions, the Company maintains three wholly-owned subsidiaries as described below. We note that this subsidiary list is preliminary and remains subject to confirmation through the Company's responses to our outstanding due diligence request list. We have requested that Ms. Feinberg

1. Lumos Analytics UK Ltd. Entity Type: Private limited company organized under the laws of England and Wales Purpose: Lumos Analytics UK Ltd. serves as the Company's operational entity for European customer operations and sales. The subsidiary employs sales, customer success, and business development personnel based in the Company's London office. It is our understanding that the UK subsidiary contracts directly wit

2. Lumos Analytics India Private Limited Entity Type: Private limited company organized under the laws of India Purpose: Lumos Analytics India Private Limited houses a significant portion of the Company's engineering and software development team. The subsidiary is based in the Company's Bangalore office and functions primarily as an offshore development center. Based on preliminary representations from management, t

3. Lumos Federal Solutions LLC Entity Type: Limited liability company organized under the laws of the State of Delaware Purpose: Lumos Federal Solutions LLC was formed for the purpose of entering into contracts with U.S. government agencies and federal financial regulatory bodies. The formation of a separate entity for government contracting purposes is consistent with industry practice and may be related to specific

IV. Capitalization Summary (Pre-IPO, as of December 31, 2021, Estimated) The following capitalization summary is based on management-provided data and remains subject to verification against the Company's audited financial statements for the fiscal year ended December 31, 2021, which will be prepared by Meridian & Howe LLP (Gregory Simmons, Audit Partner). All share figures are approximate and may be adjusted upon co

V. Ownership Breakdown (Pre-IPO, Fully Diluted Basis) A. Summary Table The following table sets forth the approximate ownership of Lumos Analytics Inc. on a fully diluted basis prior to the Proposed Offering: We note that the "Other holders" category includes the approximately 16,000,000 shares of common stock identified in Section IV.E above, as well as any shares of preferred stock held by investors other than the

1. Velthryn Venture Partners Fund IV, L.P. General Partner: Velthryn Venture Partners Management IV, LLC Principal / Board Designee: Jonathan Tsai, Managing Partner Address: 2100 Sand Hill Road, Suite 300, Menlo Park, California 94025 Entity Type: Delaware limited partnership Holdings: Combined Series C and Series D Preferred Stock: 24,800,000 shares, representing approximately 20.98% of fully diluted shares outstand

2. Arclight Equity Group Fund VII, L.P. General Partner: Arclight Equity Management VII, LLC Principals: Rebecca Stahl, Partner (Board designee); Catherine Mercer, Operating Partner (independent Board member) Address: 780 Third Avenue, 22nd Floor, New York, New York 10017 Entity Type: Delaware limited partnership Holdings: Combined Series B and Series C Preferred Stock: 18,600,000 shares, representing approximately 1

3. Ridgeline Capital Partners Fund II, L.P. Principal: Diane Ochoa, Managing Partner (independent Board member) Address: 525 University Avenue, Suite 400, Palo Alto, California 94301 Entity Type: Delaware limited partnership Holdings: Series A Preferred Stock: 9,200,000 shares, representing approximately 7.78% of fully diluted shares outstanding Role in Proposed IPO: Ridgeline Capital Partners Fund II, L.P. is not ex

VI. Board of Directors Composition As of the date of this memorandum, the Company's Board of Directors consists of seven (7) members. The following table summarizes the composition of the Board: The Board currently includes three (3) directors who are expected to satisfy the independence requirements under Nasdaq listing standards: Diane Ochoa, Samuel Adebayo, and Catherine Mercer. We note that under Nasdaq Rule 5605

VII. Executive Officers The following table identifies the Company's current executive officers: We will need to obtain detailed biographical information for each executive officer for inclusion in the Registration Statement on Form S-1, including educational background, prior employment history, and any other public company directorships held during the past five years. We have submitted a biographical questionnaire

VIII. Material Contractual Relationships (Summary Reference) For purposes of providing context to the corporate structure and identifying financial dependencies relevant to the due diligence process and the preparation of the Registration Statement, the following is a summary of certain material contractual relationships that have been identified to date. This section is not intended to be a comprehensive listing of

IX. Proposed IPO Capitalization Impact (Illustrative) The following analysis is provided for illustrative purposes to assist the engagement team in understanding the potential impact of the Proposed Offering on the Company's capitalization. All figures are preliminary and based on the assumed midpoint of the preliminary price range ($17.00 per share). Actual figures will depend on the final offering price, the number

X. Outstanding Items and Next Steps The following items remain outstanding and will need to be addressed as the engagement team continues its work in connection with the Proposed Offering:

1. Confirmation of Complete Subsidiary List. We have submitted a due diligence request to Naomi Feinberg, General Counsel, requesting a comprehensive list of all subsidiaries, affiliates, and related entities of the Company, including dormant entities and entities that may have been formed but are not currently active. Responses are pending.

2. Verification of Capitalization Table. The capitalization figures set forth in this memorandum are based on management-provided data and remain subject to verification against the Company's audited financial statements for the fiscal year ended December 31, 2021, to be prepared by Meridian & Howe LLP (Gregory Simmons, Audit Partner). We expect to receive draft audited financial statements in Q1 2022.

3. Confirmation of Outstanding Warrants or Convertible Instruments. We have asked the Company to confirm whether any outstanding warrants, convertible notes, SAFEs, or other convertible instruments exist that have not yet been identified. If any such instruments are outstanding, the fully diluted share count and ownership breakdown will need to be adjusted accordingly.

4. Completion of Stock Option Ledger Review. We have requested the Company's complete stock option ledger, including a detailed listing of all outstanding grants with grant dates, exercise prices, vesting schedules, and expiration dates. This review is necessary to verify the weighted-average exercise price, confirm the number of options that are in-the-money at the proposed IPO price, and identify any potential Sect

5. Finalization of the Amended and Restated Certificate of Incorporation. The Restated Charter implementing the dual-class common stock structure will need to be drafted, circulated to the engagement team and the Company for comment, and finalized prior to the filing of the Registration Statement. Key provisions include the dual-class structure, the sunset provision, and updated protective provisions and corporate go

6. Review of Stockholder Agreements. We have requested copies of all existing stockholder agreements, including any voting agreements, registration rights agreements, investors' rights agreements, and rights of first refusal and co-sale agreements. These agreements will need to be reviewed in detail to understand the existing rights and obligations of the parties, determine which provisions survive the IPO, and ident

7. Coordination with Transfer Agent. Broadleaf Transfer Services Inc. has been identified as the proposed transfer agent and registrar for the Company's Class A Common Stock. We will need to coordinate with Broadleaf to verify share records, confirm the accuracy of the capitalization table, and ensure that appropriate procedures are in place for the conversion of preferred stock and the issuance of new shares in conn

8. Update of Memorandum. This memorandum will be updated as additional information becomes available through our continuing due diligence review and as the terms of the Proposed Offering are refined. A revised version will be circulated to the engagement team on a rolling basis as material updates are made.

XI. Distribution and Confidentiality Notice This memorandum has been prepared by Calderwood & Harkness LLP for the sole and exclusive use of the firm's engagement team working on Matter No. 1008-00002 (Lumos Analytics Inc. — Proposed Initial Public Offering). This memorandum is subject to the protections of the attorney-client privilege and the attorney work product doctrine. This memorandum, and the information cont