Contract analysis

I. Executive Summary The purpose of this memorandum is to document Calderwood & Harkness LLP's ("C&H") legal review of the management road show slide presentation (the "Presentation") prepared by Lumos Analytics Inc. ("Lumos" or the "Company") for use in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Commo

II. Regulatory Framework This Section provides an overview of the legal and regulatory framework governing the Presentation, including the Securities Act restrictions on offering communications, the free writing prospectus rules under Rule 433, applicable definitions under Rule 405, emerging growth company accommodations under the JOBS Act, and Regulation FD considerations. A. Securities Act Restrictions on Offering

Section 5 of the Securities Act establishes the foundational framework governing communications in connection with registered securities offerings. Section 5 divides the offering process into three temporal periods — the pre-filing period, the waiting period, and the post-effective period — and imposes distinct restrictions on offers and sales during each period. During the pre-filing period (i.e., prior to the filin

III. Description of the Road Show Presentation The Presentation consists of forty-two (42) slides prepared by Lumos management, primarily Chief Executive Officer Priya Subramanian and Chief Financial Officer David Lau, in coordination with the equity capital markets team at Pinnacle Securities LLC. C&H received the current draft of the Presentation (marked "Draft v.4 — April 20, 2022") by email from David Lau on Apri

1. Slide 1 — Title Slide / Disclaimers. Contains the Company's name and logo, Offering details, and a reference to the disclaimer language on Slide 2.

2. Slide 2 — Disclaimers. Contains a disclaimer slide with forward-looking statements language and a partial legend. As discussed in Section IV below, this slide requires revision.

3. Slides 3–6 — Company Overview and Mission. Provides a summary of the Company's business, mission, and value proposition. Includes a brief summary of key risks.

4. Slides 7–11 — Market Opportunity. Describes the total addressable market for the Company's products and services, market trends, and the Company's positioning. As discussed in Section V.H below, Slide 7 contains a TAM figure that requires conformance to the S-1 disclosure.

5. Slides 12–15 — Product Overview. Describes the LumosIQ Platform and its component modules, including FraudLens (fraud detection and prevention), RegConnect (regulatory compliance), and DataBridge API suite (data integration). Also includes technology differentiation, AI/ML capabilities, and a customer case study. As discussed in Section V.H below, the customer testimonial on Slide 15 requires removal or revision.

6. Slides 16–20 — Customer Base, Go-to-Market Strategy, and Competitive Landscape. Describes the Company's approximately 340 enterprise customers globally, processing of over 2 billion transactions per month, distribution channels, the strategic partnership with Nordwell Financial Technologies Inc., and the competitive landscape.

7. Slides 21–30 — Financial Highlights and Key Performance Metrics. Presents the Company's financial results, including revenue, annual recurring revenue ("ARR"), net dollar retention, customer count, gross margin, net loss, Adjusted EBITDA, and other key performance indicators. Specific figures reviewed include FY 2020 revenue ($118.6 million), FY 2021 revenue ($187.4 million, representing 58% year-over-year growth)

8. Slides 31–37 — Capital Structure, Management, and Governance. Describes the dual-class stock structure (Class A: 1 vote per share; Class B: 10 votes per share, held by co-founders), the seven-year sunset provision, the management team, and the Board of Directors.

9. Slides 38–40 — Offering Summary, Lock-up, and Use of Proceeds. Presents the terms of the Offering, including 12,941,176 primary shares and 3,500,000 secondary shares, the preliminary price range of $16.00–$18.00 per share, estimated gross proceeds of approximately $220 million to the Company, listing on the Nasdaq Global Select Market under the ticker symbol "LMSA," the 180-day lock-up period, and the intended use

10. Slides 41–42 — Appendix. Contains supplemental financial data and a reconciliation of non-GAAP financial measures. The Presentation is designed to be used as a visual accompaniment to an oral presentation by the CEO and CFO. The typical road show meeting format involves a 30- to 40-minute presentation followed by a question-and-answer session. The Presentation will be displayed on a screen or monitor during the p

IV. Legend and Disclaimer Requirements A. Required FWP Legend Under Rule 433(c)(2)(i) Rule 433(c)(2)(i) of the Securities Act prescribes a specific legend that must appear in any FWP used after the filing of a registration statement. This legend is not optional — it is a regulatory condition for the lawful use of the FWP. The required language is as follows: "The issuer has filed a registration statement (including a

V. Consistency Review — Comparison of Presentation to S-1 Disclosure A core component of our legal review is the slide-by-slide comparison of the Presentation's content against the disclosure contained in the Registration Statement (specifically, Amendment No. 1 filed on April 14, 2022). The purpose of this comparison is to identify any inconsistencies, errors, or omissions that could give rise to liability under Sec

1. Slide 7 — Total Addressable Market Figure Slide 7 contains a statement that Lumos's total addressable market is "$48 billion by 2026." This specific figure — "$48 billion by 2026" — does not appear in the S-1. The S-1's "Market Opportunity" section cites market sizing data from a third-party research source (Brightwater Consulting Group) with different framing and different figures. Specifically, the S-1 states: "

2. Slide 15 — Customer Testimonial Slide 15 includes a customer testimonial/quote attributed to the Chief Technology Officer of an unnamed "top-5 global bank." The specific language is: "Lumos has fundamentally transformed how we approach transaction monitoring and regulatory reporting. Their AI-powered platform has reduced our false positive rate by over 60%." This testimonial does not appear in the S-1. The inclusi

3. Slide 22 — Employee Count As noted in Section V.B above, Slide 22 states "over 1,100 employees," while the S-1 discloses "approximately 1,120 full-time employees as of March 31, 2022." While "over 1,100" is not technically incorrect, it is less precise than the S-1 figure and could be viewed as an attempt to round down or obscure the exact headcount. For consistency and precision, the Presentation should be confor

4. Slide 29 — Adjusted EBITDA Bar Chart Slide 29 presents a bar chart depicting the improvement trend in Adjusted EBITDA from FY 2020 to FY 2021. While the underlying figures are accurate (Adjusted EBITDA improved from $(34.6) million in FY 2020 to $(18.7) million in FY 2021), the visual presentation of the chart is potentially misleading. Specifically, the y-axis of the bar chart is compressed — it does not begin at

VI. Specific Slide-by-Slide Recommendations This Section provides our specific recommendations for each group of slides in the Presentation. These recommendations are based on the regulatory analysis in Sections II–IV and the consistency review in Section V above. A. Slide 1 (Title Slide) The title slide is the first impression investors will receive and should clearly identify the offering. We recommend the followin