Contract analysis

1. Purpose This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm") by Lumos Analytics Inc. ("Lumos" or the "Client") to negotiate and draft a Channel Reseller Program Agreement (the "Agreement") and related ancillary documents for the distribution of the Lumos Prism™ AI-driven financial analytics platform a

2. Engagement Overview The following summarizes the key parameters of the proposed engagement that informed the scope and design of the conflicts search: Client: Lumos Analytics Inc., a Delaware C-Corporation headquartered at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. Employer Identification Number (EIN): 84-3291056. Registered Agent (Delaware): Pacific Registered Agents LLC, 1209 Orange Street, Wilm

3. Parties and Related Entities Searched The conflicts search encompassed the following parties, related entities, affiliates, principals, key officers, directors, and outside advisors. Each entity and individual listed below was searched against the Firm's conflicts database using the methodology described in Section 4 of this memorandum. 3.1 Client and Client Affiliates Lumos Analytics Inc. (also searched under the

4. Search Methodology The conflicts search was conducted on January 30, 2024, utilizing the following methodology, which is consistent with the Firm's Conflicts Clearance Policy (Policy No. GC-2019-003): 4.1 Database System. All searches were performed using the Firm's proprietary conflicts database system (IntegriCheck™ v.8.2), which is maintained by the Firm's General Counsel's office and the Conflicts & New Busine

5. Search Results The results of the conflicts search are set forth below, organized by party category. Each subsection reports whether any prior or current representations, adverse matters, or other potential conflicts were identified. 5.1 Lumos Analytics Inc. No prior or current representations of Lumos Analytics Inc., or any known affiliate of Lumos (other than Crestline Capital Partners, LP, which is addressed se

6. Analysis of Potential Issues Although the conflicts search returned substantially clear results, two matters warranting analysis were identified. Each is addressed below. 6.1 Prior Evergreen Trust Representation As noted in Section 5.5 above, Calderwood & Harkness LLP previously represented Evergreen Trust Company, N.A. in a closed real estate escrow matter (Matter No. 1008-00010). That engagement involved the pro

7. Conclusion Based on the comprehensive conflicts search conducted on January 30, 2024, using the methodology described in Section 4 of this memorandum, and the analysis of potential issues set forth in Section 6, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. in connection with the negotiation and drafting of the Channel Reseller Pr

8. Clearance Prepared by: ________________________________________ Robert Jansen Associate, Tax Practice Group Calderwood & Harkness LLP Date: January 30, 2024 Reviewed and Cleared by: ________________________________________ Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP Date: January 30, 2024 STATUS: CLEARED No conflicts identified. Engagement may proceed. Appendix: List of