Contract analysis

I. Introduction and Purpose This letter is written in connection with the engagement letter dated November 8, 2021 (the "Engagement Letter"), pursuant to which Calderwood & Harkness LLP ("C&H" or the "Firm") was retained by Lumos Analytics Inc. (the "Company" or "Lumos") as issuer's counsel in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of Class A Common Stock, par val

II. Summary of Engagement Background For context and as a matter of complete recordkeeping, we provide the following summary of the background of the engagement and the key milestones in the Offering process. The Board of Directors of Lumos adopted a resolution on July 15, 2021, authorizing the Company's management to explore an initial public offering of the Company's equity securities. Following that authorization,

III. Status of Workstreams Set forth below is a detailed summary of the status of each principal workstream as of the date of this letter. We have organized this summary to provide the Company with a clear picture of what was accomplished, what was not completed or executed, and what materials may be available for use in a future transaction. A. Registration Statement and SEC Review A first draft of the Company's Reg

I. Blue Sky Survey C&H, through the efforts of Brendan Walsh, prepared a comprehensive state-by-state securities law compliance survey (the "Blue Sky Survey") covering all fifty (50) states, the District of Columbia, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands. The Blue Sky Survey identified the applicable registration exemptions, notice filing requirements, and fee obligations in each jurisdiction i

IV. Financial Summary — Fees and Expenses A. Calderwood & Harkness LLP Fees and Expenses Pursuant to Section 4 of the Engagement Letter, the total fees for C&H's legal services in connection with the Offering were subject to a fee cap of $1,950,000, exclusive of disbursements and out-of-pocket expenses. Set forth below is a summary of the fees billed by C&H through the close of the engagement: The total fees billed r

V. Observations Regarding Future Offering or Liquidity Event While the decision to withdraw the Offering was driven by market conditions that made proceeding inadvisable at this time, we wish to emphasize that the Company retains full flexibility to pursue a future IPO, direct listing, SPAC transaction, or other liquidity event at a time of the Board's choosing. We set forth below certain observations that may be use

VI. Document Retention and Return of Materials C&H will retain in its files copies of all engagement work product generated in connection with this matter, including drafts, memoranda, correspondence, SEC filings, and related materials, in accordance with the Firm's standard document retention policy. Under that policy, engagement files are retained for a minimum of seven (7) years from the date of engagement close,

VII. Re-Engagement Provisions Should Lumos elect to pursue a future initial public offering, direct listing, or other capital markets transaction, Calderwood & Harkness would welcome the opportunity to serve as issuer's counsel in connection with any such transaction. We believe the depth of institutional knowledge developed by our team during this engagement would provide meaningful continuity and efficiency in a fu

VIII. Acknowledgments and Limitations This letter confirms the termination of the attorney-client relationship between Calderwood & Harkness LLP and Lumos Analytics Inc. with respect to this specific matter, designated as Matter No. 1008-00002, only. Upon the close of this engagement, C&H does not represent Lumos in any other matter unless separately engaged in writing pursuant to a duly executed engagement letter. N

IX. Closing On behalf of the entire Calderwood & Harkness team, I wish to express our sincere appreciation for the opportunity to have worked with you, Priya, David, and the full Lumos team on this engagement. Despite the outcome, the process reflected the professionalism, diligence, and collaborative spirit of everyone involved, and the work product generated positions the Company well for a future transaction when