Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("we," "C&H," or "issuer's counsel") acts as issuer's counsel to Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), in connection with the proposed initial public offering (the "Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"). We are writing to you in that capacity and on be

II. Background on the Offering For your reference and to provide the necessary context for the preparation of the Initial Comfort Letter, we set forth below a summary of the key terms and structure of the Offering. The Company. Lumos Analytics Inc. is a software analytics company headquartered at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The Company was incorporated in the State of Delaware on M

III. Applicable Professional Standards We request that the Initial Comfort Letter conform in all respects to the requirements of AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as currently in effect and as may be supplemented by interpretive guidance issued by the AICPA. We acknowledge that AU-C Section 920 supersedes the former SAS 72, and we confirm that AU-C Section 920 shall be t

IV. Scope of the Initial Comfort Letter We request that the Initial Comfort Letter address each of the following matters. For ease of reference, we have organized the requested scope into the subsections set forth below. 4.1 Independence The Initial Comfort Letter should include a statement confirming that M&H is independent with respect to Lumos under the applicable SEC rules and PCAOB standards, both as of the date

V. Circle-Up Items — Specific Financial Data for Verification Set forth below is a detailed list of the specific financial and statistical figures appearing in the Registration Statement for which we request that M&H perform procedures and confirm accuracy. These items are organized by section of the Prospectus, and the corresponding page references and highlighting will be set forth in the marked copy of the Prospec

VI. Non-GAAP Financial Measures In addition to the procedures described in Section 5.6(c) above, we specifically request that M&H perform detailed procedures on the Company's reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to GAAP net loss, as presented in the Prospectus. We note that the Company has included this non-GAAP measure in accordance with Regulation G promulgated under the Securities Excha

VII. Procedures Relating to the Subsequent Events Period In connection with the negative assurance regarding subsequent changes described in Section 4.4 above, we request that M&H perform the following procedures, consistent with AU-C Section 920: (a) Reading of Minutes. M&H is requested to read the minutes of all meetings of the Company's Board of Directors and all committees thereof held after December 31, 2021 thr

VIII. Bring-Down Comfort Letter In addition to the Initial Comfort Letter, we request that M&H deliver a bring-down comfort letter (the "Bring-Down Comfort Letter") on the date of the closing of the Offering. The Bring-Down Comfort Letter is a condition precedent to the obligations of the Underwriters to close under the Underwriting Agreement. The Bring-Down Comfort Letter should: (a) Be dated as of the closing date

IX. Timing of Delivery We request that M&H confirm its availability to deliver the Initial Comfort Letter and the Bring-Down Comfort Letter on the schedule set forth below. The anticipated timeline for the Offering is as follows: (a) Registration Statement Filing. The Registration Statement on Form S-1 (File Number 333-264518) was initially filed with the SEC, and Amendment No. 1 to the Registration Statement (Form S

X. Consent and Expert Status Separate and apart from this comfort letter request, we note that C&H will separately request M&H's written consent to (i) the inclusion of M&H's audit report on the consolidated financial statements of Lumos for FY 2019, FY 2020, and FY 2021 in the Registration Statement and any amendments or supplements thereto, and (ii) the reference to M&H as an "expert" in the Registration Statement,

XI. Coordination with Underwriters' Counsel We note that Hargrove & Liddell LLP, counsel to the Underwriters, may supplement this request with additional circle-up items, procedural requests, or other matters to be addressed in the Initial Comfort Letter or the Bring-Down Comfort Letter. The Hargrove & Liddell team working on this matter includes Michael Sorrentino (lead partner) and Anika Patel (lead associate). The

XII. Fees and Expenses We understand that M&H's aggregate fees for audit, comfort letter, and consent services rendered in connection with the Offering are currently estimated at $680,000. This estimate encompasses (i) M&H's fees for the audit of the Company's consolidated financial statements for FY 2019, FY 2020, and FY 2021 to the extent such audits were performed in connection with or accelerated for purposes of

XIII. Contact Information Please direct any questions or correspondence regarding this request to the following individuals: Issuer's Counsel: Robert Adeyemi, Partner (Responsible Partner) Audrey Zhou, Associate (Lead Associate) Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105 Telephone: [to be inserted] Email: [to be inserted] Company Contacts: David Lau Chief Financ

XIV. Closing We appreciate your prompt attention to this request and look forward to working with you and the M&H engagement team throughout this process. The timely delivery of the Initial Comfort Letter and the Bring-Down Comfort Letter is essential to the successful execution of the Offering, and we are confident that M&H will bring its customary professionalism and rigor to this engagement. Please do not hesitate