Contract analysis

Section 2(a) — Agreement to Purchase Firm Shares. Subject to the terms and conditions set forth in this Agreement: (i) the Company agrees to issue and sell to the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares — Company set forth opposite such Underwriter's name on Schedule I hereto; and (ii) each Selling Stockholde

Section 2(b) — Over-Allotment Option. The Company hereby grants to the several Underwriters an option (the "Over-Allotment Option"), exercisable for a period of thirty (30) days after the date of the Final Prospectus, to purchase up to 2,466,176 Option Shares from the Company at the same purchase price per share applicable to the Firm Shares as set forth in Section 2(a) above (i.e., the public offering price per shar

Section 2(c) — Payment and Delivery of Firm Shares. Delivery of and payment for the Firm Shares shall be made on the Closing Date at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, 42nd Floor, New York, New York 10017, or at such other place as shall be agreed upon by the Representative and the Company and the Selling Stockholders. Payment for the Firm Shares shall be made by wire transfer of immediat

Section 2(d) — Payment and Delivery of Option Shares. Delivery of and payment for any Option Shares shall be made on the applicable Option Closing Date at the same location and by the same means as set forth in Section 2(c) above, or at such other location as the Representative and the Company may agree. Payment for such Option Shares shall be made by wire transfer of immediately available funds against delivery of s

Section 3(a) — Registration Statement and Prospectus. The Registration Statement on Form S-1 (File No. 333-264518; CIK 0001923847) has been prepared by the Company in conformity with the requirements of the Act and the rules and regulations of the Commission thereunder and has been filed with the Commission. The initial confidential draft registration statement was submitted to the Commission on January 10, 2022, and

Section 3(b) — Disclosure Package. The Disclosure Package, as of the Applicable Time, does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus (if any) listed on Schedule II-B hereto, as supplemented by and taken together w

Section 3(c) — Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 6281934; Employer Identification Number 82-3194567). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted and as

Section 3(d) — Subsidiaries. Each subsidiary of the Company is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. Each subsidiary is duly qualified to d

Section 3(e) — Capitalization. The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.0001 per share, which are divided into shares of Class A Common Stock and shares of Class B Common Stock, and such number of shares of preferred stock, par value $0.0001 per share, as are set forth in the Company's Amended and Restated Certificate of Incorporation. As of the date of

Section 3(f) — Authorization. The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the issuance and sale of the Shares. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Shares have been duly authorized by all necessary corporate

Section 3(g) — No Conflicts. The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby will not (i) conflict with, result in a breach or violation of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, or result in the cr

Section 3(h) — No Consents Required. No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, or the consumm

Section 3(i) — Nasdaq Listing. The Company has applied for listing of the shares of Class A Common Stock on the Nasdaq Global Select Market. The Shares have been approved for listing on Nasdaq, subject to official notice of issuance, under the ticker symbol "LMSA." The Company is not aware of any facts or circumstances that would reasonably be expected to prevent or materially delay the listing of the Shares on Nasda

Section 3(j) — Financial Statements. The consolidated financial statements of the Company (including the related notes and schedules thereto) included in the Registration Statement and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations, changes in stockholders' equity (def

Section 3(k) — Independent Auditors. Meridian & Howe LLP, 555 Mission Street, Suite 2500, San Francisco, California 94105 (audit engagement partner: Gregory Simmons), which firm has expressed its opinion with respect to the audited financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company within the me

Section 3(l) — No Material Adverse Change. Except as disclosed in the Registration Statement and the Prospectus, since the date of the most recent financial statements included in the Registration Statement and the Prospectus (being March 31, 2022, with respect to the unaudited interim financial statements), (i) there has been no change, event, occurrence, or development that has had, or would reasonably be expected

Section 3(m) — Intellectual Property. The Company and its subsidiaries own, or have adequate rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of the

Section 3(n) — Litigation. Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry, arbitration, or investigation before or by any court, governmental agency or body, arbitrator, or other tribunal, pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries or any of their respective properties or assets, th

Section 3(o) — Tax Matters. The Company and each of its subsidiaries have filed all federal, state, local, and foreign tax returns that are required to have been filed by them and have paid all taxes due and payable by them (including any interest and penalties), except where the failure to file such returns or pay such taxes would not, individually or in the aggregate, have a Material Adverse Effect. Adequate reserv

Section 3(p) — Insurance. The Company and its subsidiaries maintain insurance policies (including, without limitation, policies covering general liability, property, business interruption, product liability, errors and omissions, directors' and officers' liability, employment practices liability, and cybersecurity liability) in such amounts and covering such risks as the Company reasonably believes are adequate for t

Section 3(q) — Compliance with Laws. The Company and each of its subsidiaries are, and at all times described in the Registration Statement and the Prospectus have been, in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, orders, judgments, decrees, and ordinances, including, without limitation, all applicable data privacy and data protecti

Section 3(r) — Material Contracts. All contracts described in the Registration Statement and the Prospectus as being material to the business of the Company (collectively, "Material Contracts") are in full force and effect and are enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and g

Section 3(s) — Transfer Agent. Broadleaf Transfer Services Inc., 250 Royall Street, Canton, Massachusetts 02021, has been duly appointed as the transfer agent and registrar for the shares of Class A Common Stock and is authorized by the Company to act in such capacity with respect to the Shares.

Section 3(t) — FINRA Matters. Except as disclosed to the Representative and FINRA, no relationship exists between the Company (or any of its officers, directors, or stockholders, or any beneficial owner of five percent (5%) or more of the Company's outstanding securities) and any member of FINRA or any person associated with a member of FINRA that would cause any Underwriter to have a "conflict of interest" under FIN

Section 3(u) — IT Systems and Data Privacy. The Company and its subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the Comp

Section 3(v) — Internal Controls / Sarbanes-Oxley. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (ii

Section 3(w) — Emerging Growth Company Status. The Company is an "emerging growth company" as defined in Section 2(a)(19) of the Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company has not taken any action that would cause it to lose its status as an emerging growth company prior to the Closing Date. The Company has taken all steps necessary to avail itself of the accommo

Section 3(x) — Related-Party Transactions. All transactions between or among the Company, on the one hand, and any of its affiliates, officers, directors, or stockholders (or any family member or affiliate thereof), on the other hand, that are required to be disclosed pursuant to the Act and Item 404 of Regulation S-K under the Act have been duly disclosed in the Registration Statement and the Prospectus. The terms o

Section 4(a) — Velthryn Venture Partners Fund IV, L.P. Velthryn Venture Partners Fund IV, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Velthryn Venture Partners Management IV, LLC, a Delaware limited liability company, and its Managing Partner is Jonathan Tsai. Velthryn Venture Partners Fund IV, L.P. maintains its

Section 4(b) — Arclight Equity Group Fund VII, L.P. Arclight Equity Group Fund VII, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Arclight Equity Management VII, LLC, a Delaware limited liability company, and its principals include Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner. Arclight Equity Grou

Section 4(c) — Title to Shares. Each Selling Stockholder has, and on the Closing Date will have, good and valid title to the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement (after giving effect to the conversion of preferred stock described above), free and clear of all Liens, encumbrances, equities, or claims, and full right, power, and authority to sell, assign, tran

Section 4(d) — Authorization; No Conflicts. Each Selling Stockholder has full right, power, and authority to enter into and perform its obligations under this Agreement and to sell, assign, transfer, and deliver the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement. The execution, delivery, and performance of this Agreement by such Selling Stockholder, and the sale of sh

Section 4(e) — No Consents Required. No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by such Selling Stockholder or the sale and delivery of the shares

Section 4(f) — Disclosure. All information furnished in writing by or on behalf of such Selling Stockholder specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, as of the date of such document, as of the Applicable Time, and as of the Closing Date, does not and will not contain an untrue statement of a material fact or omit to state a m

Section 4(g) — No Stabilization. Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company, including the Class A Common Stock, to facilitate the sale or resale of the Shares or any other security of the Company, whether or no

Section 5(a) — Prospectus Delivery and Filing. The Company will timely file the Final Prospectus (and any supplement thereto) with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed by Rule 424(b), and will notify the Representative promptly upon the filing thereof and of the receipt of any confirmation of such filing from the Commission. The Company will deliver to the

Section 5(b) — Amendments and Supplements. During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or the last Option Closing Date, if applicable) and (ii) the completion of the Underwriters' distribution of the Shares (which, unless the Representative notifies the Company to the contrary, shall be presumed to have been completed on the Closing Date), the Company wil

Section 5(c) — Blue Sky Compliance. The Company will use commercially reasonable efforts to qualify the Shares for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request and will maintain such qualifications in effect for so long as may be required for the distribution of the Shares; provided, however, that in connection therewith the Company shall

Section 5(d) — Listing. The Company will use its best efforts to cause the Shares to be listed on the Nasdaq Global Select Market under the ticker symbol "LMSA" and to maintain such listing for so long as the Shares are outstanding.

Section 5(e) — Reporting. For a period of three (3) years following the Closing Date, the Company will furnish to the Representative, promptly upon their becoming available, copies of all annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents filed by the Company with the Commission under the Exchange Act. The delivery of such reports and docume

Section 5(f) — Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares (including any Option Shares) received by the Company substantially in the manner described in the Prospectus under the caption "Use of Proceeds," which includes general corporate purposes, such as working capital, research and development investment, and potential strategic acquisitions.

Section 5(g) — No Offer or Sale of Securities. During the Lock-Up Period (i.e., for a period of one hundred eighty (180) days following the date of the Final Prospectus), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchas