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Contract analysis / conflict-check-memo.docx
conflict-check-memo.docx
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I. PURPOSE
Medium
⚑ Liability cap to check against exposure
I. PURPOSE This memorandum documents the results of the conflicts of interest check conducted pursuant to Calderwood & Harkness LLP's ("C&H" or the "Firm") internal conflicts clearance procedures in connection with the proposed engagement of the Firm as issuer's counsel to Lumos Analytics Inc. ("Lumos" or the "Client") in a Simple Agreement for Future Equity ("SAFE") financing round targeting approximately Six Millio
II. CLIENT IDENTIFICATION
II. CLIENT IDENTIFICATION The following information has been compiled from the engagement intake questionnaire completed by the Client, publicly available corporate records, and information provided by the Client's management team in connection with the opening of this matter. Client: Lumos Analytics Inc. Business Description: Lumos Analytics Inc. is an early-stage, venture-backed technology company operating in the
III. ADVERSE AND INTERESTED PARTIES SEARCHED
III. ADVERSE AND INTERESTED PARTIES SEARCHED The following parties have been identified as participants in, counterparties to, or otherwise materially connected with the Proposed Engagement. Each party listed below was included in the Firm's conflicts database search. The parties are organized by their role in the transaction. A. Lead Investor Vantage Peak Ventures Fund II, L.P. Vantage Peak Ventures Fund II, L.P. ("
IV. CONFLICTS DATABASE SEARCH PARAMETERS
IV. CONFLICTS DATABASE SEARCH PARAMETERS The following names, aliases, and associated entities were run through Calderwood & Harkness's firm-wide conflicts management system (the "C&H Conflicts Clearance System"), which encompasses both current and historical client matters within the preceding seven (7) years. The C&H Conflicts Clearance System is maintained by the Firm's General Counsel and Conflicts Coordinator an
1. Lumos Analytics Inc. (also searched as "Lumos," "Lumos AI," and "Lumos Prism")
1. Lumos Analytics Inc. (also searched as "Lumos," "Lumos AI," and "Lumos Prism")
2. Vantage Peak Ventures Fund II, L.P. (also searched as "Vantage Peak," "VPV," and "Vant
2. Vantage Peak Ventures Fund II, L.P. (also searched as "Vantage Peak," "VPV," and "Vantage Peak Fund II")
3. Vantage Peak Capital Management LLC (also searched as "Vantage Peak Capital," "VPV Cap
3. Vantage Peak Capital Management LLC (also searched as "Vantage Peak Capital," "VPV Capital Management," and "Vantage Peak GP")
4. Ridgeline Angel Fund, L.P. (also searched as "Ridgeline," "Ridgeline Angel," and "Ridg
4. Ridgeline Angel Fund, L.P. (also searched as "Ridgeline," "Ridgeline Angel," and "Ridgeline Fund")
5. Ridgeline Angel Management LLC (also searched as "Ridgeline Management" and "Ridgeline
5. Ridgeline Angel Management LLC (also searched as "Ridgeline Management" and "Ridgeline GP")
6. Canopy Growth Capital LLC (also searched as "Canopy Growth," "Canopy Capital," and "CG
6. Canopy Growth Capital LLC (also searched as "Canopy Growth," "Canopy Capital," and "CGC")
7. Atlas Fintech Syndicate, L.P. (also searched as "Atlas Fintech," "Atlas Syndicate," an
7. Atlas Fintech Syndicate, L.P. (also searched as "Atlas Fintech," "Atlas Syndicate," and "Atlas FS")
8. Atlas Fintech GP LLC (also searched as "Atlas GP" and "Atlas Fintech GP")
8. Atlas Fintech GP LLC (also searched as "Atlas GP" and "Atlas Fintech GP")
9. Whitfield Harte & Associates LLP (also searched as "Whitfield Harte," "WH&A," and "Whi
9. Whitfield Harte & Associates LLP (also searched as "Whitfield Harte," "WH&A," and "Whitfield Harte Associates")
10. Ashgrove Equity Partners Accounting Group LLP (also searched as "Ashgrove Equity Part
10. Ashgrove Equity Partners Accounting Group LLP (also searched as "Ashgrove Equity Partners Accounting" and "Ashgrove Equity Partners AG")
11. Silicon Valley Commerce Bank (also searched as "SVCB" and "SV Commerce Bank")
11. Silicon Valley Commerce Bank (also searched as "SVCB" and "SV Commerce Bank")
12. Peralta IP Consulting LLC (also searched as "Peralta IP" and "Peralta Consulting")
12. Peralta IP Consulting LLC (also searched as "Peralta IP" and "Peralta Consulting")
13. CT Cascade Systems (also searched as "CT Corp" and "CT National")
13. CT Cascade Systems (also searched as "CT Corp" and "CT National") Individuals Searched:
1. Priya Narasimhan (Co-Founder, CEO & President, Lumos Analytics Inc.)
1. Priya Narasimhan (Co-Founder, CEO & President, Lumos Analytics Inc.)
2. Elliot Marsh (Co-Founder, CTO, Lumos Analytics Inc.)
2. Elliot Marsh (Co-Founder, CTO, Lumos Analytics Inc.)
3. Danielle Okoye (CFO, Lumos Analytics Inc.)
3. Danielle Okoye (CFO, Lumos Analytics Inc.)
4. Kenji Watanabe (Independent Director, Lumos Analytics Inc.)
4. Kenji Watanabe (Independent Director, Lumos Analytics Inc.)
5. Catherine Aldridge (Managing Partner, Vantage Peak Capital Management LLC)
5. Catherine Aldridge (Managing Partner, Vantage Peak Capital Management LLC)
6. Raymond Petrov (Managing Partner, Vantage Peak Capital Management LLC)
6. Raymond Petrov (Managing Partner, Vantage Peak Capital Management LLC)
7. Samantha Reyes (Principal, Vantage Peak Ventures Fund II, L.P.)
7. Samantha Reyes (Principal, Vantage Peak Ventures Fund II, L.P.)
8. David Choi (Managing Partner, Ridgeline Angel Management LLC)
8. David Choi (Managing Partner, Ridgeline Angel Management LLC)
9. Lena Petrova (Managing Member, Canopy Growth Capital LLC)
9. Lena Petrova (Managing Member, Canopy Growth Capital LLC)
10. Marcus Greenfield (General Partner, Atlas Fintech GP LLC)
10. Marcus Greenfield (General Partner, Atlas Fintech GP LLC)
11. Jonathan Whitfield (Partner, Whitfield Harte & Associates LLP)
11. Jonathan Whitfield (Partner, Whitfield Harte & Associates LLP)
12. Megan Trost (Associate, Whitfield Harte & Associates LLP)
12. Megan Trost (Associate, Whitfield Harte & Associates LLP)
13. Angela Forsythe (Individual Angel Investor)
13. Angela Forsythe (Individual Angel Investor)
14. Dr. Naveen Iyer (Individual Angel Investor)
14. Dr. Naveen Iyer (Individual Angel Investor)
15. Sylvia Montero (Individual Angel Investor)
15. Sylvia Montero (Individual Angel Investor)
16. Karen Yoshida (Engagement Partner, Ashgrove Equity Partners Accounting Group LLP)
16. Karen Yoshida (Engagement Partner, Ashgrove Equity Partners Accounting Group LLP)
17. Trevor Quinlan (Relationship Manager, Silicon Valley Commerce Bank)
17. Trevor Quinlan (Relationship Manager, Silicon Valley Commerce Bank)
18. Dr. Amir Farouk (Principal Consultant, Peralta IP Consulting LLC)
18. Dr. Amir Farouk (Principal Consultant, Peralta IP Consulting LLC) Date of Search: August 21, 2023 System / Database Used: C&H Internal Conflicts Clearance System (firm-wide; encompassing all domestic and international offices; covering current and historical matters within the preceding seven-year lookback period, i.e., matters opened on or after August 21, 2016) The search was conducted by the undersigned with t
V. RESULTS OF CONFLICTS CHECK
V. RESULTS OF CONFLICTS CHECK The results of the conflicts database search are set forth below, organized by party. For each party, the memorandum reports whether the search identified any current representation, prior representation, adverse representation, or other matter involving the party within the seven-year lookback period. A. Client — Lumos Analytics Inc. The conflicts search returned no results for Lumos An
VI. ANALYSIS OF POTENTIAL ISSUES
Medium
⚑ Liability cap to check against exposure
VI. ANALYSIS OF POTENTIAL ISSUES Although the conflicts search returned no results that would constitute a disqualifying conflict of interest, the following observations are noted for the engagement file and for the awareness of the engagement team. Ridgeline Angel Fund, L.P. — Dual Status as Existing and Prospective SAFE Holder. Ridgeline Angel Fund, L.P. is both an existing SAFE holder from Lumos's August 2022 pre-
VII. CONCLUSION AND CLEARANCE
VII. CONCLUSION AND CLEARANCE Based on the comprehensive search of the Firm's conflicts management system conducted on August 21, 2023, and the analysis set forth in Section VI above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. as issuer's counsel in connection with the proposed SAFE financing round (Matter No. 1008-00003). Accordi
VIII. SIGNATURE / ACKNOWLEDGMENT
Standard
⚑ Commercial term
VIII. SIGNATURE / ACKNOWLEDGMENT PREPARED BY: ________________________________________ Christy Bauer Associate, intellectual Property Group Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, CA 94104 Date: August 21, 2023 REVIEWED AND APPROVED BY: ________________________________________ Patricia Dunmore Partner, Energy & Infrastructure Group Calderwood & Harkness LLP 555 California Street, 30