Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents a comprehensive, jurisdiction-by-jurisdiction survey of state securities law ("blue sky") requirements applicable to the proposed initial public offering (the "Offering") of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Lumos Analytics Inc. ("Lumos" or the "Company"), to be listed on the Nasdaq Global Select Market under the

II. LEGAL FRAMEWORK A. Section 18 of the Securities Act — National Securities Markets Improvement Act of 1996 (NSMIA) The National Securities Markets Improvement Act of 1996 ("NSMIA"), Pub. L. No. 104-290, 110 Stat. 3416, enacted on October 11, 1996, fundamentally altered the regulatory landscape for securities offerings in the United States by preempting state-level registration and qualification requirements for ce

Section 18 of the Securities Act, as added by NSMIA and subsequently amended, provides that no state may require the registration or qualification of, or the filing of documents relating to the registration or qualification of, a security that is a "covered security." Section 18(b)(1) defines "covered securities" to include any security listed, or authorized for listing, on the New York Stock Exchange, the Nasdaq Glo

Section 18(b)(4) of the Securities Act extends the "covered security" designation to certain other categories of transactions, including transactions in securities described in Section 4(a)(2) of the Securities Act (private placements), securities offered and sold pursuant to Regulation D (Rules 501–508), and securities offered pursuant to certain other exemptions. For purposes of this memorandum, it is noteworthy th

1. Notice Filings and Fees. Section 18(c)(2) of the Securities Act provides that nothing in Section 18 shall prohibit a state from requiring the filing of any document filed with the SEC pursuant to the Securities Act, together with annual or periodic reports of the value of securities sold or offered to be sold to persons located in the state, and from requiring the payment of a fee. In practice, the vast majority o

2. Antifraud Authority. Section 18(c)(1) of the Securities Act expressly preserves the authority of state securities regulators to investigate and bring enforcement actions for fraud or deceit, or for unlawful conduct by a broker-dealer or agent, in connection with securities or securities transactions. This preservation of antifraud jurisdiction is discussed in greater detail in Section VII of this memorandum.

3. Consent to Service of Process. A number of states require that issuers submit a consent to service of process (or an irrevocable appointment of the state securities administrator as agent for service of process) in connection with notice filings. While the precise legal basis for such requirements varies by state, the general view among practitioners is that such requirements fall within the states' retained autho

4. Broker-Dealer and Agent Registration. NSMIA does not preempt state authority to require the registration of broker-dealers and their agents. See Section II.D below. It should also be noted that the Uniform Securities Act (2002), as promulgated by the Uniform Law Commission, has been adopted in whole or in part by a majority of states and provides a degree of harmonization in the treatment of notice filings for cov

III. SURVEY METHODOLOGY This blue sky survey was prepared by Calderwood & Harkness LLP based on a review of the securities statutes, administrative regulations, and published regulatory guidance of each of the fifty states, the District of Columbia, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands. In conducting this review, we consulted the following sources: • State securities statutes. We reviewed the

1. Section IV presents a state-by-state analysis of notice filing and fee requirements for covered securities, covering all Jurisdictions that impose such requirements, followed by a discussion of Jurisdictions with no notice filing or fee requirements.

2. Section V addresses the special considerations applicable to the territories of Puerto Rico and the U.S. Virgin Islands.

3. Section VI discusses broker-dealer and agent registration requirements, including a summary table of requirements by jurisdiction.

4. Section VII addresses residual state antifraud provisions.

5. Section VIII sets forth timing and coordination recommendations for the submission of notice filings.

6. Section IX provides a master summary table covering all Jurisdictions.

IV. STATE-BY-STATE SURVEY — NOTICE FILING AND FEE REQUIREMENTS A. States Requiring Notice Filing and/or Fee Payment for Covered Securities The following section presents a jurisdiction-by-jurisdiction analysis of the notice filing and fee requirements applicable to the Offering in each state that imposes such requirements. For each state, we identify the statutory or regulatory basis for the notice filing requirement

1. Alabama. Statutory Authority: Alabama Securities Act, § 8-6-10, Code of Alabama 1975. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal registration statement (Form S-1/A) with the Alabama Securities Commission, together with a Form NF (Notice Filing for Covered Securities) or such other form as the Commission may prescribe. Fee: The applicable filing fee is as set forth in the Alabam

2. Alaska. Statutory Authority: Alaska Securities Act, AS § 45.56.300 et seq. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Alaska Division of Banking and Securities, Department of Commerce, Community, and Economic Development, together with a consent to service of process executed on behalf of the issuer. Fee: The applicable filing fee is as set forth in the Alaska Divis

3. Arizona. Statutory Authority: Arizona Revised Statutes § 44-1843. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement filed with the SEC, together with a consent to service of process, with the Arizona Corporation Commission, Securities Division. Fee: The applicable filing fee is as prescribed by the Arizona Corporation Commission. Deadline: The notice filing must be made

4. Arkansas. Statutory Authority: Arkansas Securities Act, Ark. Code Ann. § 23-42-509. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Arkansas Securities Department, together with a Form NF or such other form as the Department may prescribe. Fee: The applicable filing fee is as set forth in the Arkansas Securities Department's fee schedule. Deadline: Prior to or concur

5. California. Statutory Authority: California Corporations Code § 25102.5. Notice Filing Required: Yes. Filing: The issuer must file with the California Department of Financial Protection and Innovation (the "DFPI"), formerly the Department of Corporations, a copy of the Form S-1/A, a notice filing form prescribed by the Commissioner, and a consent to service of process executed on behalf of the issuer. Fee: The app

6. Colorado. Statutory Authority: Colorado Securities Act, C.R.S. § 11-51-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Colorado Division of Securities, Department of Regulatory Agencies. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of P

7. Connecticut. Statutory Authority: Connecticut Uniform Securities Act, Conn. Gen. Stat. § 36b-21. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Connecticut Department of Banking, Securities and Business Investments Division. Fee: The applicable filing fee is as prescribed by the Department of Banking. Deadline: Prior to or concurrent with the first offer or sale in the

8. Delaware. Statutory Authority: Delaware Securities Act, 6 Del. C. § 7309. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Delaware Department of Justice, Division of Securities. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: Not sp

9. District of Columbia. Statutory Authority: D.C. Code § 31-5603.02, District of Columbia Securities Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the District of Columbia Department of Insurance, Securities and Banking. Fee: The applicable filing fee is as prescribed by the Department. Deadline: Prior to or concurrent with the first offer or sale in the Dis

10. Florida. Statutory Authority: Florida Statutes § 517.082, Florida Securities and Investor Protection Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Florida Office of Financial Regulation, Division of Securities. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Cons

11. Georgia. Statutory Authority: Georgia Uniform Securities Act, O.C.G.A. § 10-5-18. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Georgia Securities Division, Office of the Secretary of State. Fee: The applicable filing fee is as prescribed by the Secretary of State. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Pro

12. Hawaii. Statutory Authority: Hawaii Uniform Securities Act, HRS § 485A-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service

13. Idaho. Statutory Authority: Idaho Code § 30-14-302, Idaho Uniform Securities Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Idaho Department of Finance, Securities Bureau, together with a consent to service of process. Fee: The applicable filing fee is as set forth in the Bureau's fee schedule. Deadline: Prior to or concurrent with the first offer or s

14. Illinois. Statutory Authority: Illinois Securities Law of 1953, 815 ILCS 5/2.5. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing and a Form NF with the Illinois Secretary of State, Securities Department. Fee: The applicable filing fee is as prescribed by the Secretary of State. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: N

15. Indiana. Statutory Authority: Indiana Uniform Securities Act, IC § 23-19-3-2. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Indiana Securities Division, Office of the Secretary of State. Fee: The applicable filing fee is as prescribed by the Securities Division. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Proces

16. Iowa. Statutory Authority: Iowa Uniform Securities Act, Iowa Code § 502.302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Iowa Insurance Division, Securities Bureau. Fee: The applicable filing fee is as set forth in the Bureau's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: Not specifically required fo

17. Kansas. Statutory Authority: Kansas Uniform Securities Act, K.S.A. § 17-12a302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Kansas Office of the Securities Commissioner. Fee: The applicable filing fee is as prescribed by the Securities Commissioner. Deadline: Prior to or concurrent with the first sale in th

18. Kentucky. Statutory Authority: Kentucky Securities Act, KRS § 292.400. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Kentucky Department of Financial Institutions, Division of Securities. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: N

19. Louisiana. Statutory Authority: Louisiana Securities Law, La. R.S. § 51:709. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Louisiana Office of Financial Institutions, Securities Division. Fee: The applicable filing fee is as prescribed by the Office of Financial Institutions. Deadline: Prior to or concurrent with the first sale in the state. Consent to Ser

20. Maine. Statutory Authority: Maine Revised Statutes, Title 32, Chapter 135, Maine Uniform Securities Act, 32 M.R.S.A. § 16302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Maine Office of Securities, Department of Professional and Financial Regulation. Fee: The applicable filing fee is as set forth in the Office's fee schedule. Deadline: Prior to or concurrent wit

21. Maryland. Statutory Authority: Maryland Securities Act, Md. Code Ann., Corps. & Ass'ns § 11-501. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Maryland Division of Securities, Office of the Attorney General. Fee: The applicable filing fee is as prescribed by the Division of Securities. Deadline: Prior to or concurrent with the first sale in the state. Consent to Servi

22. Massachusetts. Statutory Authority: Massachusetts Uniform Securities Act, M.G.L. ch. 110A, § 302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Massachusetts Securities Division, Office of the Secretary of the Commonwealth. Fee: The applicable filing fee is as prescribed by the Securities Division. Deadline:

23. Michigan. Statutory Authority: Michigan Uniform Securities Act, MCL § 451.2302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities and Commercial Licensing Bureau. Fee: The applicable filing fee is as set forth in the Bureau's fee schedule. Deadline: Prior to or concurrent with the first

24. Minnesota. Statutory Authority: Minnesota Statutes § 80A.56, Minnesota Uniform Securities Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Minnesota Department of Commerce, Securities Unit. Fee: The applicable filing fee is as prescribed by the Department of Commerce. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service o

25. Mississippi. Statutory Authority: Mississippi Securities Act, Miss. Code Ann. § 75-71-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Mississippi Secretary of State, Securities Division. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process:

26. Missouri. Statutory Authority: Missouri Revised Statutes § 409.3-302, Missouri Uniform Securities Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Missouri Commissioner of Securities, Office of the Secretary of State. Fee: The applicable filing fee is as prescribed by the Commissioner of Securities. Deadline: Prior to or concurrent with the first sale in the state.

27. Montana. Statutory Authority: Montana Securities Act, MCA § 30-10-209. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Montana Commissioner of Securities and Insurance, State Auditor's Office. Fee: The applicable filing fee is as set forth in the Commissioner's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Servic

28. Nebraska. Statutory Authority: Nebraska Securities Act, Neb. Rev. Stat. § 8-1108.02. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Nebraska Department of Banking and Finance, Bureau of Securities. Fee: The applicable filing fee is as prescribed by the Department. Deadline: Prior to or concurrent with the firs

29. Nevada. Statutory Authority: Nevada Securities Act, NRS § 90.470. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Nevada Secretary of State, Securities Division. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: Not specifically required for

30. New Hampshire. Statutory Authority: New Hampshire Uniform Securities Act, RSA § 421-B:3-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the New Hampshire Bureau of Securities Regulation, Department of State. Fee: The applicable filing fee is as prescribed by the Bureau. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of

31. New Jersey. Statutory Authority: New Jersey Uniform Securities Law, N.J.S.A. § 49:3-60. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the New Jersey Bureau of Securities, Department of Law and Public Safety. Fee: The applicable filing fee is as prescribed by the Bureau of Securities. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service

32. New Mexico. Statutory Authority: New Mexico Securities Act, NMSA 1978, § 58-13C-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the New Mexico Regulation and Licensing Department, Securities Division. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Pr

33. New York. Statutory Authority: Martin Act, N.Y. Gen. Bus. Law Art. 23-A. Notice Filing Required: No. New York does not impose a notice filing requirement for covered securities listed on the Nasdaq Global Select Market. The New York Attorney General's Bureau of Investor Protection and Securities has not promulgated regulations requiring notice filings from issuers of Nasdaq-listed covered securities. Fee: Not app

34. North Carolina. Statutory Authority: North Carolina Securities Act, N.C.G.S. § 78A-24.1. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the North Carolina Secretary of State, Securities Division. Fee: The applicable filing fee is as prescribed by the Secretary of State. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Pro

35. North Dakota. Statutory Authority: North Dakota Securities Act, N.D.C.C. § 10-04-17. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the North Dakota Securities Commissioner, Office of the Securities Commissioner. Fee: The applicable filing fee is as set forth in the Commissioner's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent

36. Ohio. Statutory Authority: Ohio Revised Code § 1707.091, Ohio Securities Act. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Ohio Division of Securities, Department of Commerce. Fee: The applicable filing fee is as prescribed by the Division of Securities. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: Not

37. Oklahoma. Statutory Authority: Oklahoma Securities Act, 71 O.S. § 302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing, together with a consent to service of process, with the Oklahoma Department of Securities. Fee: The applicable filing fee is as prescribed by the Department. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Process: Y

38. Oregon. Statutory Authority: Oregon Revised Statutes § 59.049. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the Oregon Division of Financial Regulation, Department of Consumer and Business Services. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Proces

39. Pennsylvania. Statutory Authority: Pennsylvania Securities Act of 1972, 70 P.S. § 1-211. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the Pennsylvania Department of Banking and Securities, Securities Commission. Fee: The applicable filing fee is as prescribed by the Securities Commission. Deadline: Prior to or concurrent with the first sale in the Commonwealt

40. Rhode Island. Statutory Authority: Rhode Island Uniform Securities Act, R.I.G.L. § 7-11-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Rhode Island Department of Business Regulation, Securities Division. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to S

41. South Carolina. Statutory Authority: South Carolina Uniform Securities Act, S.C. Code Ann. § 35-1-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A with the South Carolina Attorney General's Office, Securities Division. Fee: The applicable filing fee is as prescribed by the Securities Division. Deadline: Prior to or concurrent with the first sale in the state. Consent to Serv

42. South Dakota. Statutory Authority: South Dakota Securities Act, SDCL § 47-31B-302. Notice Filing Required: Yes. Filing: The issuer must file a copy of the registration statement with the South Dakota Division of Insurance, Securities Regulation. Fee: The applicable filing fee is as set forth in the Division's fee schedule. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of Pr

43. Tennessee. Statutory Authority: Tennessee Securities Act, Tenn. Code Ann. § 48-1-113. Notice Filing Required: Yes. Filing: The issuer must file a copy of the federal filing with the Tennessee Department of Commerce and Insurance, Securities Division. Fee: The applicable filing fee is as prescribed by the Securities Division. Deadline: Prior to or concurrent with the first sale in the state. Consent to Service of

44. Texas. Statutory Authority: Texas Securities Act, Tex. Rev. Civ. Stat. Art. 581-18 (§ 18). Notice Filing Required: Yes. Filing: The issuer must file a copy of the Form S-1/A, together with a consent to service of process, with the Texas State Securities Board. Fee: The applicable filing fee is calculated based on the aggregate offering amount of securities to be sold in the State of Texas. The fee schedule is pub