Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the legal and practical consequences of the decision by the Board of Directors (the "Board") of Lumos Analytics Inc. ("Lumos" or the "Company"), made at a duly convened meeting held on June 6, 2022, to withdraw the Company's proposed initial public offering (the "IPO") of shares of Class A Common Stock and the related Registration Statement on Form S-1

II. Factual Background and Timeline A. Corporate Overview Lumos Analytics Inc. was incorporated in the State of Delaware on March 14, 2016, under Delaware File Number 6281934. The Company's federal Employer Identification Number is 82-3194567. Lumos is headquartered at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The Company operates a cloud-based, artificial intelligence-driven analytics platform

III. SEC Withdrawal Mechanics Under Rule 477 A. Overview of Rule 477 Rule 477 under the Securities Act of 1933, as amended, provides the mechanism by which a registrant may withdraw a registration statement that has been filed with the SEC but has not yet become effective. Specifically, Rule 477 permits an issuer to apply to the SEC to withdraw a registration statement or any amendment thereto at any time prior to th

IV. Preservation of Confidential Treatment A. Status of Confidential DRS Submissions During the course of the IPO process, the Company made three confidential draft registration statement submissions to the SEC Division of Corporation Finance, each pursuant to Section 6(e) of the Securities Act (as amended by Title I of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act")) and in accordance with applicabl

V. Ability to Refile a Registration Statement A. General Principles The withdrawal of the Registration Statement under Rule 477 does not preclude Lumos from filing a new registration statement with the SEC at any future date. There is no regulatory "cooling-off" period, penalty, or other restriction imposed by the SEC on issuers that withdraw registration statements under Rule 477. The Company retains the full right

VI. Nasdaq Listing Considerations A. Status of Listing Application In connection with the proposed IPO, Lumos submitted a listing application to the Nasdaq Stock Market LLC for the listing of its Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA." The listing application was submitted as part of the customary IPO process and was reviewed by Nasdaq Listing Qualifications st

VII. Contractual Obligations and Termination of Agreements The IPO process involved the negotiation, and in some cases the execution, of numerous agreements and engagement letters. The withdrawal of the IPO triggers the need to review the status, surviving obligations, and termination provisions of each of these arrangements. We address each in turn below. A. Underwriting Agreement The Underwriting Agreement among Lu

I. Financial Printer / EDGAR Agent Hennessy Consulting Group LLC (Martin Royce, contact) was engaged to provide EDGAR filing, typesetting, and financial printing services in connection with the IPO. Hennessy provided these services throughout the drafting, filing, and road show phases of the IPO process. The estimated cost of services rendered by Hennessy through the date of the withdrawal is approximately $185,000.

VIII. Public Disclosure Obligations A. Pre-Withdrawal Public Disclosures As discussed in Section IV.B above, the publicly filed S-1/A (Amendment No. 1, filed April 14, 2022) contains extensive disclosures regarding the Company's business, financial condition, results of operations, risk factors, executive compensation, beneficial ownership, capital structure, corporate governance, and material contracts. These disclo

IX. Impact on Employee Equity Awards and Stock Options A. Outstanding Stock Options As described in Section II.B above, the Company's equity incentive plan (as most recently amended) authorizes the reservation of 14,800,000 shares for issuance upon the exercise of stock options and other equity awards. As of the most recent capitalization report, approximately 11,300,000 options are outstanding, with a weighted-avera