1008-00002 · Lumos Analytics Inc · Diligence

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT COMMUNICATION

DUE DILIGENCE REQUEST LIST

Lumos Analytics Inc.

Proposed Initial Public Offering of Class A Common Stock on the Nasdaq Global Select Market

November 15, 2021

Matter Number: 1008-00002

Prepared by:

Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105

Delivered to:

Naomi Feinberg General Counsel & Corporate Secretary Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105

David Lau Chief Financial Officer Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105

THIS DOCUMENT IS PRIVILEGED AND CONFIDENTIAL AND IS PROTECTED BY THE ATTORNEY WORK PRODUCT DOCTRINE AND THE ATTORNEY-CLIENT PRIVILEGE. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY OTHER THAN THE ADDRESSEES SET FORTH ABOVE WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP.

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INTRODUCTORY INSTRUCTIONS

This Due Diligence Request List (this "Request List") is issued by Calderwood & Harkness LLP ("Calderwood & Harkness" or "Issuer's Counsel") in connection with the due diligence investigation of Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), on the Nasdaq Global Select Market. Calderwood & Harkness is acting as issuer's counsel in connection with the Offering.

The purpose of this Request List is to identify and gather the documents, information, and data necessary for Calderwood & Harkness to conduct a comprehensive due diligence review of the Company in connection with the preparation and filing of a Registration Statement on Form S-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), the preparation of the related prospectus, and the fulfillment of the legal obligations of the Company, its directors, and its officers under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder.

The following instructions apply to this Request List:

1. Electronic Delivery. All documents responsive to this Request List should be provided in electronic form via the designated virtual data room established for the Offering (the "Data Room"). Documents should be uploaded in native format where available (e.g., Microsoft Word, Excel, or PDF). Scanned copies of executed documents should be provided in PDF format with optical character recognition (OCR) applied, to the extent practicable.

2. Organization. Documents should be organized within the Data Room by category number corresponding to the sections set forth below (e.g., documents responsive to Section I should be placed in a folder labeled "I. Corporate Organization and Good Standing," documents responsive to Section II should be placed in a folder labeled "II. Capitalization and Securities," and so forth). Within each category folder, documents should be clearly labeled with descriptive file names.

3. Not Applicable / Non-Existent Documents. Where a requested document does not exist or is not applicable to the Company or any of its subsidiaries, please note "N/A" in the corresponding folder within the Data Room, together with a brief written explanation of why the document does not exist or is not applicable.

4. Scope — Subsidiaries. Unless otherwise indicated, this Request List covers Lumos Analytics Inc. and all of its direct and indirect subsidiaries (collectively, the "Company Group"). Responses should identify the specific entity to which each document relates.

5. Time Period. Unless otherwise specified, the requests set forth herein cover the period from the date of the Company's incorporation (March 14, 2016) to the present date. Where a request specifies a different time period, that specific time period shall control.

6. Supplements. This Request List may be supplemented from time to time as the due diligence process progresses and as additional information needs are identified. The Company should expect to receive supplemental requests following review of documents provided in response to this initial Request List.

7. Materiality. References to "material" contracts, agreements, or matters are intended to capture items that are material to the business, operations, financial condition, or prospects of the Company, as well as items that may be required to be disclosed in the Registration Statement or the prospectus. When in doubt as to whether a particular document or matter is responsive to a request, please err on the side of inclusion and provide the document or information.

8. Contact Persons. Questions regarding this Request List should be directed to the following members of the Calderwood & Harkness deal team:

Audrey Zhou, Lead Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 555-2847

Email: azhou@calderwoodharkness.com

Brendan Walsh, Working Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 555-2963

Email: bwalsh@calderwoodharkness.com

9. Internal Coordination. We respectfully request that Naomi Feinberg, General Counsel & Corporate Secretary, and David Lau, Chief Financial Officer, coordinate responses from relevant departments and personnel within the Company, including, as appropriate, Priya Subramanian (Chief Executive Officer & Co-Founder), Marcus Henley (Chief Technology Officer & Co-Founder), and Tomás Aguilar (Chief Revenue Officer), as well as any other officers, employees, or outside advisors who may possess responsive documents or information.

10. Privilege. To the extent that any document responsive to a request in this Request List is subject to the attorney-client privilege, work product doctrine, or any other applicable privilege, the Company should identify such document and the basis for the privilege claim so that the deal team may evaluate the applicability of any privilege.

I. CORPORATE ORGANIZATION AND GOOD STANDING

1.1. Certificate of Incorporation of the Company as originally filed with the Secretary of State of the State of Delaware on March 14, 2016, together with all amendments and restatements thereto, including without limitation any amended and restated certificate of incorporation adopted in connection with any financing round, any certificate of designation establishing the rights, preferences, privileges, and restrictions of any series of preferred stock, and any certificate of amendment filed for any other purpose.

1.2. Current Bylaws of the Company, including all amendments thereto adopted by the Board of Directors or the stockholders from the date of adoption to the present date.

1.3. Certificates of good standing or certificates of existence (or equivalent documents) issued by the Secretary of State or equivalent governmental authority of (a) the State of Delaware (Delaware File Number 6281934), and (b) each other jurisdiction in which the Company or any subsidiary is qualified to do business, including, without limitation, the States of California, New York, Texas, and Illinois. To the extent practicable, such certificates should be dated no more than thirty (30) days prior to the date of delivery to the Data Room.

1.4. Copies of all certificates of qualification or registration to do business as a foreign corporation (or equivalent filings) for each jurisdiction in which the Company or any subsidiary is so qualified or registered, including the States of California, New York, Texas, and Illinois, together with any related annual reports or statements of information filed with the applicable Secretary of State.

1.5. Information regarding the Company's registered agent for service of process in each jurisdiction in which the Company is incorporated or qualified to do business, including confirmation of the current registered agent in the State of Delaware: Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. For each other jurisdiction, please provide the name, address, and contact information of the registered agent currently on file with the applicable Secretary of State.

1.6. A current organizational chart showing the Company and all of its direct and indirect subsidiaries (both domestic and foreign), including for each entity: (a) the legal name of the entity, (b) the jurisdiction of formation or incorporation, (c) the type of entity (e.g., corporation, limited liability company, partnership), (d) the direct and indirect ownership percentages held by the Company and/or other entities in the Company Group, (e) the date of formation or incorporation, and (f) the principal business activity of such entity.

1.7. A comprehensive list of all jurisdictions in which the Company or any subsidiary is incorporated, organized, qualified, registered, or otherwise authorized to do business, including any jurisdictions in which the Company or any subsidiary has employees, offices, tangible property, or otherwise conducts activities that may create a nexus for tax, regulatory, or legal purposes.

1.8. Complete copies of the minutes of all meetings of the Board of Directors (including any executive sessions), all committees of the Board of Directors (including, without limitation, any audit committee, compensation committee, nominating and corporate governance committee, and any special committees), and all meetings of stockholders, from the date of incorporation to the present date. This request includes all written consents in lieu of meetings adopted by the Board of Directors, any committee thereof, or the stockholders, together with all exhibits, attachments, and materials distributed or presented in connection with such meetings or consents.

1.9. Board of Directors resolution dated July 15, 2021, authorizing management to explore a potential initial public offering of the Company's securities, together with any related materials, presentations, or memoranda provided to the Board in connection with such authorization.

1.10. All joint venture, partnership, consortium, strategic alliance, or similar agreements or arrangements to which the Company or any subsidiary is a party, including all amendments, supplements, side letters, and termination agreements related thereto.

1.11. All agreements, letters of intent, term sheets, definitive agreements, and related documents pertaining to any merger, acquisition, divestiture, reorganization, spin-off, split-off, recapitalization, or similar corporate transaction involving the Company or any subsidiary, whether completed, pending, abandoned, or under consideration, together with all ancillary documents such as escrow agreements, indemnification agreements, earn-out arrangements, and post-closing adjustment documents.

1.12. Confirmation of the Company's Employer Identification Number (EIN: 82-3194567) as assigned by the Internal Revenue Service, together with any IRS determination letters, ruling letters, or other correspondence from the IRS regarding the Company's tax status or organizational matters.

1.13. Documentation regarding the Company's SEC Central Index Key (CIK) number assignment (CIK: 0001923847), including any correspondence with the SEC EDGAR filing system regarding the establishment of the Company's EDGAR filing account and any access codes or filing agent authorizations.

II. CAPITALIZATION AND SECURITIES

2.1. A complete and current capitalization table showing all authorized, issued, and outstanding equity securities of the Company, including all classes and series of capital stock, on both an outstanding and fully diluted basis. The capitalization table should include, at a minimum, the following information:

(a) Common Stock: Total authorized shares of Common Stock (500,000,000 shares, par value $0.0001 per share), including any breakdown between Class A Common Stock and Class B Common Stock, and the number of shares of each class that are issued and outstanding.

(b) Class B Common Stock: All outstanding shares of Class B Common Stock (28,500,000 shares outstanding, each entitled to 10 votes per share), including identification of each holder and the number of shares held by each holder. We understand that the co-founders of the Company hold all outstanding shares of Class B Common Stock as follows: Priya Subramanian (16,500,000 shares) and Marcus Henley (12,000,000 shares). Please confirm and provide supporting documentation.

(c) Preferred Stock: All authorized, issued, and outstanding shares of Preferred Stock, by series (Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock), totaling 62,400,000 shares outstanding in the aggregate, including the original issue price, liquidation preference, conversion ratio, dividend rights, voting rights, and other material terms for each series.

(d) Shares reserved for issuance: All shares of Common Stock and Preferred Stock reserved for issuance upon exercise of outstanding options, warrants, or other convertible securities, or reserved for future grants under equity incentive plans.

2.2. The Company's stock ledger and all transfer records for all classes and series of capital stock from the date of incorporation to the present date, including records maintained by the Company's transfer agent, if any.

2.3. Copies of all stock certificates issued by the Company, or, if shares are held in book-entry form, copies of all book-entry statements or confirmations of share ownership for all holders of capital stock.

2.4. All agreements, instruments, term sheets, subscription agreements, stock purchase agreements, and other documents evidencing or relating to the issuance of equity securities by the Company, including all exhibits, schedules, amendments, and supplements thereto. This request specifically includes, without limitation, the following:

(a) Series A Preferred Stock Financing: All documents related to the Company's Series A Preferred Stock financing, which closed on June 20, 2018, raising approximately $18,000,000 in gross proceeds, led by Ridgeline Capital Partners Fund II, L.P., including the Series A Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series A), closing certificates, legal opinions, and all ancillary documents.

(b) Series B Preferred Stock Financing: All documents related to the Company's Series B Preferred Stock financing, which closed on September 10, 2019, raising approximately $45,000,000 in gross proceeds, led by Arclight Equity Group Fund VII, L.P., including the Series B Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series B), closing certificates, legal opinions, and all ancillary documents.

(c) Series C Preferred Stock Financing: All documents related to the Company's Series C Preferred Stock financing, which closed on February 18, 2020, raising approximately $72,000,000 in gross proceeds, co-led by Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P., including the Series C Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series C), closing certificates, legal opinions, and all ancillary documents.

(d) Series D Preferred Stock Financing: All documents related to the Company's Series D Preferred Stock financing, which closed on August 24, 2020, raising approximately $110,000,000 in gross proceeds, led by Velthryn Venture Partners Fund IV, L.P., with a post-money valuation of approximately $1.478 billion (based on an implied price per share of approximately $12.50), including the Series D Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series D), closing certificates, legal opinions, and all ancillary documents.

2.5. Copies of all investors' rights agreements, registration rights agreements, voting agreements, rights of first refusal and co-sale agreements, stockholders' agreements, and any other agreements among stockholders and/or between the Company and its stockholders, in each case including all amendments, waivers, and supplements thereto. This request includes the most recent version of each such agreement as well as any prior versions.

2.6. A fully diluted share count analysis, setting forth in detail the total number of shares of the Company's capital stock outstanding on a fully diluted basis, currently understood to be approximately 118,200,000 fully diluted shares. The analysis should include a detailed breakdown showing (a) shares of Common Stock outstanding (by class), (b) shares of Preferred Stock outstanding (by series) on an as-converted-to-Common-Stock basis, (c) shares subject to outstanding stock options (vested and unvested), (d) shares subject to outstanding restricted stock units or other equity-based awards, (e) shares subject to outstanding warrants or other convertible instruments, and (f) shares available for future grant under equity incentive plans.

2.7. Copies of all equity incentive plans, stock option plans, restricted stock plans, employee stock purchase plans, and any other equity compensation plans adopted by the Company, including all amendments, restatements, and supplements thereto, together with any board or stockholder resolutions approving or amending such plans and any plan prospectuses or summary plan descriptions.

2.8. A complete schedule of all outstanding stock options granted under any equity incentive plan or otherwise, including, for each outstanding option: (a) the name of the option holder, (b) the grant date, (c) the number of shares subject to the option, (d) the exercise price per share, (e) the vesting schedule (including any acceleration provisions), (f) the expiration date, (g) whether the option is an incentive stock option (ISO) or a non-qualified stock option (NQO), and (h) the number of shares that have been exercised and the number of shares that remain unexercised as of the date of this Request List. We understand that there are currently approximately 11,300,000 options outstanding from an aggregate option pool of 14,800,000 shares, with a weighted-average exercise price of $4.82 per share. Please confirm and provide supporting documentation.

2.9. Copies of all restricted stock unit (RSU) award agreements, stock appreciation right (SAR) agreements, phantom stock agreements, profit interest agreements, and any other equity-based or equity-linked compensation award agreements, together with any plan documents under which such awards were granted.

2.10. Copies of all warrant agreements, convertible note agreements, simple agreements for future equity (SAFEs), convertible loan agreements, and any other instruments or agreements that are convertible into, exchangeable for, or exercisable for shares of the Company's capital stock, together with all amendments and supplements thereto.

2.11. Copies of all stockholder agreements, buy-sell agreements, transfer restriction agreements, lock-up agreements, market standoff agreements, or any other agreements restricting or governing the transfer, sale, pledge, or other disposition of shares of the Company's capital stock.

2.12. A description of all anti-dilution provisions, preemptive rights, rights of first refusal, rights of first offer, or similar protective provisions applicable to any class or series of the Company's securities, together with copies of any documents containing such provisions to the extent not already provided in response to other requests.

2.13. Copies of all Section 409A valuations, independent appraisals, or fair market value determinations of the Company's Common Stock prepared by independent valuation firms or otherwise used by the Company for purposes of pricing stock option grants or other equity-based compensation awards, together with any board resolutions or compensation committee resolutions adopting or relying upon such valuations.

2.14. Copies of all Section 83(b) election forms filed with the Internal Revenue Service by any stockholder, director, officer, employee, or consultant of the Company in connection with the receipt of shares of capital stock or other equity interests that are subject to a substantial risk of forfeiture, together with evidence of timely filing.

2.15. A summary of ownership by major stockholders (i.e., holders of five percent (5%) or more of the Company's outstanding equity securities, on a fully diluted basis), including the name of each major stockholder, the number of shares held (by class and series), and the approximate percentage of the Company's fully diluted capitalization represented by such shares. Based on our preliminary understanding, the following investors hold significant equity positions:

(a) Velthryn Venture Partners Fund IV, L.P.: 24,800,000 shares (approximately 21.0% on a fully diluted basis);

(b) Arclight Equity Group Fund VII, L.P.: 18,600,000 shares (approximately 15.7% on a fully diluted basis);

Please confirm the foregoing and provide a complete list of all holders of five percent (5%) or more of any class or series of the Company's securities.

III. MATERIAL CONTRACTS

3.1. A comprehensive schedule of all material contracts to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound. For purposes of this request, "material contracts" include, without limitation, contracts involving aggregate consideration or payments in excess of $500,000 per year, contracts that are otherwise material to the business, operations, financial condition, or prospects of the Company, and contracts that would be required to be filed as exhibits to the Registration Statement under Item 601(b)(10) of Regulation S-K. The schedule should include the following information for each material contract: (a) the parties thereto, (b) the date of execution, (c) a brief description of the subject matter, (d) the aggregate consideration or payment terms, (e) the term and any renewal provisions, and (f) any material termination or change-of-control provisions.

3.2. Complete copies of each material contract identified in response to Request 3.1, including all amendments, supplements, side letters, statements of work, order forms, and exhibits thereto. Without limiting the generality of the foregoing, we specifically request copies of the following contracts:

(a) Master Cloud Services Agreement with Brindoval Data Centers LLC, dated January 15, 2021, with a term of five (5) years and an annual minimum commitment of approximately $8,200,000, including all statements of work, service level agreements, data processing addenda, and any amendments thereto. Please also provide any related purchase orders, change orders, or supplemental agreements.

(b) Strategic Partnership Agreement with Nordwell Financial Technologies Inc., dated March 30, 2021, relating to the co-development and distribution of embedded analytics solutions, with an initial term of three (3) years, including all exhibits, statements of work, revenue-sharing arrangements, intellectual property ownership provisions, and any amendments thereto.

(c) Revolving Credit Facility with Ashford National Bank, dated June 1, 2021, with a total commitment of $50,000,000, bearing interest at SOFR plus 275 basis points, with a maturity date of June 1, 2024, and approximately $15,000,000 drawn as of March 31, 2022. This request includes, without limitation, (i) the credit agreement, (ii) all promissory notes, (iii) any security agreements, pledge agreements, or collateral documents, (iv) all guaranty agreements, (v) any intercreditor agreements, (vi) all compliance certificates delivered to date, (vii) any waiver or amendment letters, (viii) any subordination agreements, and (ix) any fee letters or engagement letters with Ashford National Bank.

3.3. All customer contracts, master subscription agreements, enterprise license agreements, and order forms with the Company's top ten (10) customers by annual recurring revenue, which we understand represent approximately 34% of the Company's total ARR as of December 31, 2021. For each such customer, please provide the current master agreement, all active order forms or statements of work, and any amendments, renewals, or extensions thereto.

3.4. All vendor, supplier, and service provider contracts under which the Company or any subsidiary makes aggregate annual payments in excess of $250,000, including, without limitation, contracts for software licensing, professional services, marketing services, telecommunications, data services, recruiting, temporary staffing, and facilities management.

3.5. All distribution agreements, reseller agreements, referral partner agreements, channel partner agreements, original equipment manufacturer (OEM) agreements, and any other agreements pursuant to which any third party is authorized to market, sell, distribute, sublicense, or otherwise make available the Company's products or services.

3.6. All joint development agreements, co-marketing agreements, co-branding agreements, strategic alliance agreements, and similar cooperative arrangements to which the Company or any subsidiary is a party, other than those already provided in response to Request 3.2(b).

3.7. All contracts, agreements, or arrangements to which the Company or any subsidiary is a party with any governmental authority, government agency, government-sponsored enterprise, or government contractor, including any contracts that are subject to government contracting regulations (e.g., FAR, DFAR).

3.8. All contracts containing non-competition covenants, exclusivity provisions, most-favored-nation or most-favored-customer pricing provisions, minimum purchase or volume commitments, requirements covenants, or other similar restrictive provisions that could limit the Company's ability to conduct its business.

3.9. All contracts containing change-of-control provisions, assignment restriction provisions, consent requirements, or any other provisions that would be triggered by, or would impose obligations or restrictions in connection with, the Company's IPO, any subsequent change in the Company's ownership, or any reorganization of the Company's capital structure.

3.10. All guarantees, indemnification agreements, contribution agreements, suretyship arrangements, comfort letters, or similar credit support arrangements to which the Company or any subsidiary is a party, whether as guarantor, indemnitor, or beneficiary.

3.11. All contracts containing material termination for convenience provisions, material acceleration provisions, material cure or notice periods, or material penalty or liquidated damages provisions.

3.12. A summary of any material contract that has expired, been terminated (whether by the Company, a counterparty, or by mutual agreement), or that is the subject of a dispute, claim, or threatened claim within the last three (3) years, including a brief description of the contract, the reasons for expiration or termination, and the nature and current status of any dispute.

IV. INTELLECTUAL PROPERTY

4.1. A comprehensive schedule of all issued patents and pending patent applications owned by or assigned to the Company or any subsidiary, in any jurisdiction worldwide. We understand that the Company currently holds fourteen (14) issued U.S. utility patents and has seven (7) pending U.S. patent applications, primarily related to machine learning-based fraud detection technology and real-time transaction scoring algorithms. For each issued patent and pending application, please provide: (a) the patent number or application number, (b) the title of the invention, (c) the filing date, (d) the issue date (for issued patents), (e) the name(s) of the inventor(s), (f) the jurisdiction(s) of issuance or filing, (g) the assignee of record, (h) the current status (active, pending, abandoned, expired), (i) the next maintenance fee due date (for issued patents), and (j) identification of any continuation, divisional, or continuation-in-part applications related to such patent or application.

4.2. A comprehensive schedule of all registered trademarks, service marks, and pending trademark applications owned by or registered in the name of the Company or any subsidiary, in any jurisdiction worldwide. We understand that the Company holds U.S. trademark registrations for "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," each registered with the United States Patent and Trademark Office (USPTO). For each registration and application, please provide: (a) the registration number or application number, (b) the mark (word mark or design mark), (c) the international class(es) of goods and services, (d) the filing date, (e) the registration date, (f) the applicable renewal date(s), (g) the current status, and (h) identification of any opposition, cancellation, or other proceedings relating to such mark.

4.3. A schedule of all registered copyrights owned by or registered in the name of the Company or any subsidiary with the U.S. Copyright Office or any foreign copyright office, including for each registration: (a) the registration number, (b) the title of the work, (c) the type of work, (d) the date of registration, and (e) the author or claimant.

4.4. A schedule of all internet domain names owned, registered, or controlled by the Company or any subsidiary, including the registrar of record, the registration date, the expiration date, and any associated WHOIS privacy services or domain name registrations pending transfer.

4.5. A description of the Company's material proprietary software, technology, and products, including technical architecture, functionality, development history, and commercial status. This request specifically includes descriptions of the following:

(a) LumosIQ Platform — the Company's core analytics platform, including its principal features, architecture, and deployment model;

(b) FraudLens Module — the Company's machine learning-based fraud detection module;

(d) DataBridge API Suite — the Company's suite of application programming interfaces for data integration and interoperability.

4.6. Copies of all intellectual property assignment agreements, including (a) employee invention assignment and proprietary information agreements, (b) contractor and consultant invention assignment agreements, and (c) any assignments of intellectual property from founders, former employees, or third parties to the Company. For each current employee and contractor who has contributed to the development of the Company's technology, please confirm whether a signed invention assignment agreement is on file.

4.7. Copies of all intellectual property license agreements to which the Company or any subsidiary is a party, whether as licensor or licensee, including (a) inbound technology licenses (licenses from third parties to the Company), (b) outbound technology licenses (licenses from the Company to third parties), and (c) all open-source software licenses used in, incorporated into, linked with, or distributed as part of the Company's products or technology. For open-source components, please provide a bill of materials identifying each open-source component, the applicable open-source license (e.g., Apache 2.0, MIT, GPL, LGPL, AGPL, BSD), and the manner in which such component is used (e.g., linked, modified, distributed).

4.8. Copies of any open-source software audit reports, compliance assessments, or scanning tool reports (e.g., Crestline Health IT, Crowne Albany Solutions, Larkspur Data Systems) conducted with respect to the Company's software products, together with any remediation plans or findings resulting from such audits.

4.9. Copies of all non-disclosure agreements, confidentiality agreements, and proprietary information agreements entered into by the Company in connection with the protection of the Company's intellectual property, trade secrets, or confidential business information, including agreements with employees, contractors, consultants, customers, vendors, potential partners, and any other third parties.

4.10. Copies of all correspondence, claims, demand letters, cease-and-desist letters, notices of infringement, complaints, or other litigation documents (whether pending, threatened, or resolved) involving patents, trademarks, copyrights, trade secrets, or other intellectual property rights of the Company or asserted against the Company by any third party. This includes any inter partes review proceedings, post-grant review proceedings, interference proceedings, or reexamination proceedings before the USPTO or any foreign patent office.

4.11. A description of the Company's trade secret protection policies and procedures, including (a) the types of information treated as trade secrets, (b) the physical, technical, and contractual measures implemented to protect trade secret information, (c) access controls and need-to-know policies, (d) employee training programs regarding trade secret protection, and (e) any incidents of suspected or actual misappropriation of trade secrets.

4.12. Copies of any opinions of counsel regarding intellectual property matters, including freedom-to-operate opinions, patentability opinions, validity opinions, non-infringement opinions, and any other legal opinions or analyses relating to the Company's intellectual property portfolio. Please note that providing such opinions to Issuer's Counsel for purposes of the due diligence investigation does not, without more, constitute a waiver of privilege.

V. TECHNOLOGY AND DATA PRIVACY

5.1. A detailed description of the Company's technology infrastructure, including (a) cloud hosting environments and providers, (b) data center arrangements (including the arrangement with Brindoval Data Centers LLC referenced in Section III above), (c) server and network architecture, (d) disaster recovery and business continuity arrangements, (e) redundancy and failover capabilities, (f) geographic distribution of infrastructure, and (g) service level commitments applicable to the Company's platform. Please include any architecture diagrams, infrastructure documentation, or technical summaries available.

5.2. A description of the Company's data privacy and data security policies and procedures, including (a) the Company's information security program, (b) data classification and handling policies, (c) encryption practices (at rest and in transit), (d) access control and identity management practices, (e) incident response plans, (f) employee security awareness training programs, and (g) the organizational structure and reporting lines for the Company's information security function.

5.3. Copies of all privacy policies currently published by the Company, including (a) the Company's website privacy policy, (b) application-level privacy notices, (c) customer-facing data processing disclosures, and (d) any prior versions of such policies that have been in effect during the last three (3) years.

5.4. A description of the Company's compliance with applicable data privacy laws and regulations, including, without limitation: (a) the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), (b) the General Data Protection Regulation (GDPR) of the European Union, (c) the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations, (d) state data breach notification laws, (e) the Children's Online Privacy Protection Act (COPPA), and (f) any other federal, state, or international data privacy or data protection laws applicable to the Company's operations. Please include any data privacy impact assessments (DPIAs), records of processing activities, or compliance gap analyses prepared by the Company or its outside advisors.

5.5. A complete history of any data security breaches, data incidents, unauthorized access events, or other cybersecurity incidents experienced by the Company or any subsidiary within the last five (5) years, including, for each such incident: (a) a description of the nature and scope of the incident, (b) the date of discovery and date of containment, (c) the categories and volume of data affected, (d) any notification actions taken (to regulators, customers, individuals, or other parties), (e) any regulatory investigations or enforcement actions resulting from the incident, and (f) any remediation measures implemented.

5.6. Copies of all third-party security audit reports, penetration testing reports, vulnerability assessments, SOC 1 reports, SOC 2 Type I and Type II reports, ISO 27001 certifications, PCI DSS assessments, and any other independent assessments of the Company's information security controls, prepared during the last three (3) years.

5.7. Copies of all data processing agreements, data protection agreements, data sharing agreements, and similar agreements entered into with third-party vendors, service providers, or partners that process, store, or have access to personal data or confidential data on behalf of the Company.

5.8. A description of the Company's AI and machine learning model governance practices, including (a) model development and validation processes, (b) bias testing and fairness audit procedures, (c) model risk management frameworks, (d) explainability and transparency practices, (e) any internal or external audit reports regarding AI/ML model performance and fairness, and (f) compliance with any emerging regulatory requirements or industry standards applicable to the use of AI/ML in financial services (e.g., SR 11-7, proposed CFPB guidance, EU AI Act proposals).

VI. FINANCIAL INFORMATION

6.1. Audited consolidated financial statements (including the balance sheet, statement of operations, statement of stockholders' equity (deficit), statement of cash flows, and all notes to the financial statements) for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the independent auditor's reports thereon. The Company's financial statements are audited by Meridian & Howe LLP (Audit Engagement Partner: Gregory Simmons). Please provide copies of the signed auditor's reports and any consent letters from Meridian & Howe LLP in connection with the use of their audit reports in the Registration Statement.

6.2. Supporting schedules and working papers underlying the following key audited financial metrics for the fiscal year ended December 31, 2021:

(a) Total Revenue: $187.4 million;

(b) Gross Margin: 72.3%;

(d) Adjusted EBITDA: $(18.7) million; and

(e) Cash and Cash Equivalents as of December 31, 2021: $94.3 million.

6.3. Supporting schedules for the fiscal year ended December 31, 2020, including confirmation of Total Revenue of $118.6 million for such period, and a detailed analysis of year-over-year revenue growth of approximately 58% from FY 2020 to FY 2021.

6.4. A detailed presentation of the Company's Annual Recurring Revenue (ARR) as of December 31, 2021 ($206.8 million), including (a) the methodology used to calculate ARR, (b) a bridge from reported revenue to ARR, (c) a breakdown of ARR by product, customer segment, and geography, (d) a cohort analysis of ARR growth, and (e) any adjustments or normalizations applied in the ARR calculation.

6.5. Unaudited quarterly financial statements for the quarter ended March 31, 2022, including the condensed consolidated balance sheet, condensed consolidated statement of operations, and condensed consolidated statement of cash flows, together with any management commentary or narrative analysis. We understand that preliminary Q1 2022 results include Revenue of approximately $54.9 million, ARR as of March 31, 2022 of approximately $219.5 million, and Net Loss of approximately $(13.8) million. Please confirm and provide supporting documentation.

6.6. Monthly and quarterly internal management financial reports, operating metrics reports, key performance indicator (KPI) dashboards, and any other periodic financial or operating reports prepared by or for management for the last three (3) fiscal years and year-to-date through the most recent period available. This includes board packages, investor update decks, and any financial summaries provided to the Board of Directors or investors.

6.7. Annual operating budgets, financial projections, financial forecasts, and long-range strategic plans for FY 2022 and beyond, including any scenario analyses, sensitivity analyses, or financial models prepared by or for management. Please also provide any budgets or projections previously provided to investors, lenders, or the Board of Directors.

6.8. A description of the Company's revenue recognition policies and procedures, including the Company's application of ASC 606 (Revenue from Contracts with Customers) to its various revenue streams (subscription, professional services, implementation, and any other revenue categories). Please also describe any changes in accounting policies or accounting estimates during the last three (3) fiscal years and the impact of any such changes on the financial statements.

6.9. A description of all non-GAAP financial measures used by management in internal reporting or external communications (e.g., Adjusted EBITDA, Non-GAAP Operating Income, Free Cash Flow, ARR), including (a) the definition and methodology for each such measure, (b) a quantitative reconciliation of each non-GAAP measure to the most directly comparable GAAP measure for each period presented, and (c) management's rationale for using each such measure.

6.10. Copies of all management letters, internal control deficiency communications, significant deficiency or material weakness notifications, and any other written communications from Meridian & Howe LLP (or any predecessor auditor) to the Company's management, audit committee, or Board of Directors regarding internal controls over financial reporting, accounting policies, audit findings, or other matters identified in the course of the annual audit engagement, for the last three (3) fiscal years.

6.11. A complete schedule of all indebtedness of the Company and its subsidiaries, including all outstanding loans, credit facilities, lines of credit, term loans, capital leases, finance leases, and other debt obligations, setting forth for each: (a) the lender or creditor, (b) the original principal amount, (c) the outstanding principal balance as of the most recent date available, (d) the interest rate, (e) the maturity date, (f) any security or collateral, and (g) any financial covenants. This schedule should specifically include the Ashford National Bank revolving credit facility ($50,000,000 commitment; approximately $15,000,000 drawn as of March 31, 2022).

6.12. A schedule and description of all off-balance-sheet arrangements, contingent liabilities, guarantees, letters of credit, surety bonds, and other potential obligations of the Company that are not reflected on the Company's balance sheet but that could have a material effect on the Company's financial condition, liquidity, or results of operations.

6.13. Details of any material write-offs, asset impairments, restructuring charges, goodwill impairments, or other unusual or non-recurring charges recorded by the Company in its financial statements during the last three (3) fiscal years, including a description of the circumstances giving rise to each such charge and the accounting treatment applied.

6.14. Customer concentration data and analysis, including (a) a schedule of the Company's top ten (10) customers by ARR (representing approximately 34% of total ARR), (b) for each such customer, the current contract value, contract term, renewal date, and any expansion or contraction history, (c) historical churn rates (gross and net) by customer cohort for the last three (3) fiscal years, and (d) a description of any pending or anticipated customer losses or material contract non-renewals.

VII. TAX MATTERS

7.1. Copies of all federal income tax returns (including all schedules, worksheets, and supporting documentation) filed by the Company and its subsidiaries for the last three (3) fiscal years (FY 2019, FY 2020, and FY 2021).

7.2. Copies of all state and local income, franchise, and business tax returns filed by the Company and its subsidiaries in all applicable jurisdictions for the last three (3) fiscal years, including, without limitation, returns filed in the States of California, New York, Texas, and Illinois, and any other jurisdictions in which returns have been filed.

7.3. Copies of all tax audit reports, revenue agent reports, notices of deficiency, notices of assessment, closing agreements, settlement agreements, and any other correspondence or communications from the Internal Revenue Service (IRS), any state department of revenue, or any other taxing authority, whether pending, concluded, or proposed, for all open tax years.

7.4. A schedule of all tax elections made by the Company and its subsidiaries, including, without limitation, any elections under Section 338, Section 83(b), Section 168 (bonus depreciation), Section 174 (research and experimental expenditures), Section 195 (start-up expenditures), and any other material elections, together with copies of the election forms filed.

7.5. An analysis of the Company's net operating loss (NOL) carryforwards, including (a) the amount of federal and state NOLs available as of the most recent tax year end, (b) the expiration dates of such NOLs, (c) any limitations on the use of such NOLs under Section 382 of the Internal Revenue Code (including an analysis of whether any "ownership change" within the meaning of Section 382 has occurred as a result of the Company's equity financing rounds), and (d) any studies or analyses prepared by the Company's tax advisors regarding Section 382 limitations.

7.6. An analysis of the Company's eligibility for qualified small business stock (QSBS) treatment under Section 1202 of the Internal Revenue Code, including (a) an assessment of whether the Company has satisfied the applicable requirements for QSBS status since its inception, (b) identification of any events or transactions that could have caused or may cause the Company to fail to satisfy the QSBS requirements, and (c) any written opinions or analyses prepared by the Company's tax advisors regarding QSBS status.

7.7. All transfer pricing documentation, including any transfer pricing studies, intercompany agreements, cost-sharing arrangements, and advance pricing agreements, to the extent applicable to any intercompany transactions between the Company and its subsidiaries.

7.8. All sales and use tax compliance documentation, including (a) a schedule of all jurisdictions in which the Company collects and remits sales tax, (b) copies of any exemption certificates received from customers, (c) any nexus analyses or economic nexus studies, and (d) any voluntary disclosure agreements with any taxing authority.

7.9. Copies of any tax-sharing agreements, tax-indemnification agreements, or tax-allocation agreements to which the Company or any subsidiary is a party.

7.10. A state tax nexus analysis for the States of California, New York, Texas, and Illinois, including an assessment of the Company's income tax filing obligations, franchise tax obligations, and any other business tax obligations in such jurisdictions, taking into account the Company's physical presence, employee locations, customer locations, and economic activity in each jurisdiction.

VIII. EMPLOYEES AND EMPLOYMENT MATTERS

8.1. A complete schedule of the Company's total employee headcount as of December 31, 2021 (approximately 1,120 employees), including a detailed breakdown by (a) function or department (e.g., engineering, product, sales, marketing, general and administrative, customer success), (b) geographic location (by state and, if applicable, by country), (c) employment status (full-time, part-time, temporary), and (d) a separate listing of all independent contractors and consultants engaged by the Company.

8.2. A current organizational chart for the Company's senior management team, including reporting relationships and functional responsibilities. The organizational chart should specifically identify the following individuals and their respective roles:

(a) Priya Subramanian — Chief Executive Officer & Co-Founder;

(b) Marcus Henley — Chief Technology Officer & Co-Founder;

(d) Naomi Feinberg — General Counsel & Corporate Secretary (joined the Company in 2021); and

(e) Tomás Aguilar — Chief Revenue Officer.

Please also include any other officers, vice presidents, or other individuals who report directly to the CEO and any individuals who would be considered "executive officers" for purposes of the federal securities laws.

8.3. Copies of all employment agreements, offer letters, compensation arrangements, and consulting agreements for all executive officers, senior vice presidents, and other key employees, including all amendments, supplements, and side letters thereto.

8.4. Copies of all severance agreements, change-of-control agreements, retention bonus agreements, golden parachute arrangements, and any other agreements that provide for payments, benefits, or acceleration of equity vesting upon a termination of employment, change of control, or initial public offering.

8.5. A description of all employee benefit plans maintained by the Company, including (a) group health insurance plans, (b) dental and vision insurance plans, (c) life insurance and accidental death and dismemberment (AD&D) plans, (d) short-term and long-term disability plans, (e) 401(k) or other retirement plans (including any employer matching contributions), (f) health savings accounts (HSAs) or flexible spending accounts (FSAs), (g) any nonqualified deferred compensation plans subject to Section 409A of the Internal Revenue Code, and (h) any other fringe benefit programs (e.g., commuter benefits, wellness programs, tuition reimbursement). For each plan, please provide copies of the plan document, summary plan description, and the most recent Form 5500 filing (if applicable).

8.6. Copies of all equity incentive plan documents and summary plan descriptions, to the extent not already provided in response to Section II above, including any sub-plans applicable to employees in specific jurisdictions and any board or committee resolutions approving grants under such plans.

8.7. A copy of the Company's current employee handbook and all written employment policies, including policies relating to equal employment opportunity, anti-harassment, anti-discrimination, leave of absence (including FMLA and state-specific leave policies), workplace safety, drug and alcohol use, social media, remote work, and any other material employment policies.

8.8. Copies of all non-competition agreements, non-solicitation agreements, confidentiality agreements, proprietary information and inventions assignment agreements, and any other restrictive covenant agreements entered into with current and former employees, independent contractors, and consultants.

8.9. A description of any labor disputes, unfair labor practice charges, complaints filed with the Equal Employment Opportunity Commission (EEOC) or any state fair employment practices agency, wage-and-hour claims, class action or collective action claims, whistleblower complaints, workers' compensation claims (to the extent material), or any other employment-related litigation, arbitration, or administrative proceedings that are pending, threatened, or have been resolved within the last five (5) years, including a description of the nature of each claim, the current status, and any monetary exposure or reserves.

8.10. A description of any collective bargaining agreements, union representation petitions, union organizing activities, or other labor relations matters involving the Company's workforce. Please confirm whether any of the Company's employees are represented by a labor union or covered by a collective bargaining agreement.

8.11. Copies of all independent contractor agreements currently in effect, together with any analysis or assessment of worker classification (employee vs. independent contractor) prepared by the Company or its outside counsel, including any analysis under applicable federal (IRS) and state (e.g., California AB 5 / "ABC test") standards.

8.12. A schedule of all immigration-related matters, including (a) a list of all employees who hold H-1B, L-1, O-1, TN, or other work visas sponsored by the Company, (b) a list of all employees for whom the Company has filed or is in the process of filing petitions for permanent residency (green card), (c) copies of any I-9 audit reports or other immigration compliance assessments, and (d) a description of any pending or threatened immigration-related compliance issues.

8.13. Copies of all consulting or advisory agreements with current or former officers, directors, affiliates, or their family members, including any agreements for ongoing services, transition arrangements, or advisory board participation.

IX. DIRECTORS AND OFFICERS

9.1. A comprehensive list of all current and former directors and officers of the Company and each subsidiary, including for each individual: (a) the full legal name, (b) the position(s) held, (c) the date of appointment or election, (d) the date of resignation, removal, or expiration of term (for former directors and officers), and (e) whether such individual is classified as an "independent director" under applicable Nasdaq listing standards.

9.2. A description of the current composition of the Board of Directors, including the following members:

(a) Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;

(b) Marcus Henley — Director, Chief Technology Officer & Co-Founder;

(d) Samuel Adebayo — Independent Director; Former Chief Financial Officer, Verdant Software Corp.;

(e) Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group;

(f) Jonathan Tsai — Director; Designee of Velthryn Venture Partners Fund IV, L.P.; and

(g) Rebecca Stahl — Director; Designee of Arclight Equity Group Fund VII, L.P.

Please provide a description of all committees of the Board of Directors currently in existence (including the audit committee, compensation committee, and nominating and corporate governance committee), their members, their charters, and their meeting schedules.

9.3. Copies of all indemnification agreements between the Company and each current and former director and officer, including any standard form indemnification agreement used by the Company and any individual agreements that deviate from the standard form.

9.4. Copies of all director and officer questionnaires completed by current directors and executive officers in connection with the proposed IPO or any prior period, together with any updates or supplements thereto.

9.5. Biographical information, professional affiliations, board memberships, and other directorships (current and within the last five years) of each current director and executive officer of the Company. This information will be used in the preparation of the director and officer biographical disclosures in the Registration Statement.

9.6. A description of any related-party relationships, potential conflicts of interest, or family relationships involving any current or former director or officer, including (a) any business or financial relationships between directors or officers and the Company's customers, vendors, or competitors, (b) any interlocking directorships, and (c) any other relationships that may require disclosure under Item 404 of Regulation S-K.

9.7. Complete compensation data for all directors and executive officers for each of the last three (3) fiscal years (FY 2019, FY 2020, and FY 2021), including (a) base salary, (b) annual bonuses (cash incentive compensation), (c) equity awards (stock options, RSUs, and other equity-based awards, including grant date, exercise price, number of shares, and vesting schedule), (d) perquisites and other personal benefits, (e) retirement plan contributions, (f) any severance or change-of-control payments, and (g) total compensation. This information will be used in the preparation of the executive compensation tables and related disclosures required by the Registration Statement.

X. RELATED-PARTY TRANSACTIONS

10.1. A comprehensive schedule of all transactions, agreements, or arrangements between the Company (or any subsidiary) and any director, officer, holder of five percent (5%) or more of any class of the Company's voting securities, or any immediate family member or affiliate of any such person, from the beginning of the Company's last full fiscal year to the present date, including any transaction that would require disclosure under Item 404 of Regulation S-K (generally, transactions involving amounts in excess of $120,000).

10.2. Complete copies of all agreements and arrangements identified in response to Request 10.1, including, without limitation, all agreements and arrangements with:

(a) Velthryn Venture Partners Fund IV, L.P. and its affiliates, including Velthryn Venture Partners Management IV, LLC, and any partner, principal, or employee thereof who serves as a director or officer of the Company;

(b) Arclight Equity Group Fund VII, L.P. and its affiliates, including Arclight Equity Management VII, LLC, and any partner, principal, or employee thereof who serves as a director or officer of the Company;

(c) Ridgeline Capital Partners Fund II, L.P. and its affiliates, and any partner, principal, or employee thereof who serves as a director or officer of the Company;

(d) Any entity controlled by, affiliated with, or in which a material interest is held by Priya Subramanian, Marcus Henley, or any other director or officer of the Company; and

(e) Any immediate family member of any individual described in clauses (a) through (d) above.

10.3. A description of the Company's policies and procedures for the review, approval, and ratification of related-party transactions, including any written policies adopted by the Board of Directors or the audit committee.

10.4. A schedule of all loans, advances, or extensions of credit made to or from the Company (or any subsidiary) by or to any director, officer, stockholder holding five percent (5%) or more of any class of the Company's voting securities, or any affiliate or family member thereof.

10.5. Copies of any consulting agreements, management fee agreements, advisory fee agreements, monitoring fee agreements, or similar arrangements between the Company and any stockholder, director, officer, or any affiliate thereof, including any fee arrangements with Velthryn Venture Partners, Arclight Equity Group, Ridgeline Capital Partners, or any of their respective management companies or affiliates.

XI. LITIGATION AND LEGAL PROCEEDINGS

11.1. A comprehensive schedule of all pending or threatened litigation, arbitration, mediation, administrative proceedings, regulatory proceedings, or other legal proceedings involving the Company or any subsidiary, whether as plaintiff, defendant, or otherwise, including for each matter: (a) the caption and case or docket number, (b) the court or tribunal, (c) the parties, (d) a description of the claims and relief sought, (e) the d

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT COMMUNICATION
DUE DILIGENCE REQUEST LIST
Lumos Analytics Inc.
Proposed Initial Public Offering of Class A Common Stock on the Nasdaq Global Select Market
November 15, 2021
Matter Number: 1008-00002
Prepared by:
Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105
Delivered to:
Naomi Feinberg General Counsel & Corporate Secretary Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105
David Lau Chief Financial Officer Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, CA 94105
THIS DOCUMENT IS PRIVILEGED AND CONFIDENTIAL AND IS PROTECTED BY THE ATTORNEY WORK PRODUCT DOCTRINE AND THE ATTORNEY-CLIENT PRIVILEGE. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY OTHER THAN THE ADDRESSEES SET FORTH ABOVE WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP.
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INTRODUCTORY INSTRUCTIONS
This Due Diligence Request List (this "Request List") is issued by Calderwood & Harkness LLP ("Calderwood & Harkness" or "Issuer's Counsel") in connection with the due diligence investigation of Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), on the Nasdaq Global Select Market. Calderwood & Harkness is acting as issuer's counsel in connection with the Offering.
The purpose of this Request List is to identify and gather the documents, information, and data necessary for Calderwood & Harkness to conduct a comprehensive due diligence review of the Company in connection with the preparation and filing of a Registration Statement on Form S-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), the preparation of the related prospectus, and the fulfillment of the legal obligations of the Company, its directors, and its officers under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder.
The following instructions apply to this Request List:
1. Electronic Delivery. All documents responsive to this Request List should be provided in electronic form via the designated virtual data room established for the Offering (the "Data Room"). Documents should be uploaded in native format where available (e.g., Microsoft Word, Excel, or PDF). Scanned copies of executed documents should be provided in PDF format with optical character recognition (OCR) applied, to the extent practicable.
2. Organization. Documents should be organized within the Data Room by category number corresponding to the sections set forth below (e.g., documents responsive to Section I should be placed in a folder labeled "I. Corporate Organization and Good Standing," documents responsive to Section II should be placed in a folder labeled "II. Capitalization and Securities," and so forth). Within each category folder, documents should be clearly labeled with descriptive file names.
3. Not Applicable / Non-Existent Documents. Where a requested document does not exist or is not applicable to the Company or any of its subsidiaries, please note "N/A" in the corresponding folder within the Data Room, together with a brief written explanation of why the document does not exist or is not applicable.
4. Scope — Subsidiaries. Unless otherwise indicated, this Request List covers Lumos Analytics Inc. and all of its direct and indirect subsidiaries (collectively, the "Company Group"). Responses should identify the specific entity to which each document relates.
5. Time Period. Unless otherwise specified, the requests set forth herein cover the period from the date of the Company's incorporation (March 14, 2016) to the present date. Where a request specifies a different time period, that specific time period shall control.
6. Supplements. This Request List may be supplemented from time to time as the due diligence process progresses and as additional information needs are identified. The Company should expect to receive supplemental requests following review of documents provided in response to this initial Request List.
7. Materiality. References to "material" contracts, agreements, or matters are intended to capture items that are material to the business, operations, financial condition, or prospects of the Company, as well as items that may be required to be disclosed in the Registration Statement or the prospectus. When in doubt as to whether a particular document or matter is responsive to a request, please err on the side of inclusion and provide the document or information.
8. Contact Persons. Questions regarding this Request List should be directed to the following members of the Calderwood & Harkness deal team:
Audrey Zhou, Lead Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 555-2847
Email: azhou@calderwoodharkness.com
Brendan Walsh, Working Associate Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, CA 94105 Telephone: (415) 555-2963
Email: bwalsh@calderwoodharkness.com
9. Internal Coordination. We respectfully request that Naomi Feinberg, General Counsel & Corporate Secretary, and David Lau, Chief Financial Officer, coordinate responses from relevant departments and personnel within the Company, including, as appropriate, Priya Subramanian (Chief Executive Officer & Co-Founder), Marcus Henley (Chief Technology Officer & Co-Founder), and Tomás Aguilar (Chief Revenue Officer), as well as any other officers, employees, or outside advisors who may possess responsive documents or information.
10. Privilege. To the extent that any document responsive to a request in this Request List is subject to the attorney-client privilege, work product doctrine, or any other applicable privilege, the Company should identify such document and the basis for the privilege claim so that the deal team may evaluate the applicability of any privilege.
I. CORPORATE ORGANIZATION AND GOOD STANDING
1.1. Certificate of Incorporation of the Company as originally filed with the Secretary of State of the State of Delaware on March 14, 2016, together with all amendments and restatements thereto, including without limitation any amended and restated certificate of incorporation adopted in connection with any financing round, any certificate of designation establishing the rights, preferences, privileges, and restrictions of any series of preferred stock, and any certificate of amendment filed for any other purpose.
1.2. Current Bylaws of the Company, including all amendments thereto adopted by the Board of Directors or the stockholders from the date of adoption to the present date.
1.3. Certificates of good standing or certificates of existence (or equivalent documents) issued by the Secretary of State or equivalent governmental authority of (a) the State of Delaware (Delaware File Number 6281934), and (b) each other jurisdiction in which the Company or any subsidiary is qualified to do business, including, without limitation, the States of California, New York, Texas, and Illinois. To the extent practicable, such certificates should be dated no more than thirty (30) days prior to the date of delivery to the Data Room.
1.4. Copies of all certificates of qualification or registration to do business as a foreign corporation (or equivalent filings) for each jurisdiction in which the Company or any subsidiary is so qualified or registered, including the States of California, New York, Texas, and Illinois, together with any related annual reports or statements of information filed with the applicable Secretary of State.
1.5. Information regarding the Company's registered agent for service of process in each jurisdiction in which the Company is incorporated or qualified to do business, including confirmation of the current registered agent in the State of Delaware: Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. For each other jurisdiction, please provide the name, address, and contact information of the registered agent currently on file with the applicable Secretary of State.
1.6. A current organizational chart showing the Company and all of its direct and indirect subsidiaries (both domestic and foreign), including for each entity: (a) the legal name of the entity, (b) the jurisdiction of formation or incorporation, (c) the type of entity (e.g., corporation, limited liability company, partnership), (d) the direct and indirect ownership percentages held by the Company and/or other entities in the Company Group, (e) the date of formation or incorporation, and (f) the principal business activity of such entity.
1.7. A comprehensive list of all jurisdictions in which the Company or any subsidiary is incorporated, organized, qualified, registered, or otherwise authorized to do business, including any jurisdictions in which the Company or any subsidiary has employees, offices, tangible property, or otherwise conducts activities that may create a nexus for tax, regulatory, or legal purposes.
1.8. Complete copies of the minutes of all meetings of the Board of Directors (including any executive sessions), all committees of the Board of Directors (including, without limitation, any audit committee, compensation committee, nominating and corporate governance committee, and any special committees), and all meetings of stockholders, from the date of incorporation to the present date. This request includes all written consents in lieu of meetings adopted by the Board of Directors, any committee thereof, or the stockholders, together with all exhibits, attachments, and materials distributed or presented in connection with such meetings or consents.
1.9. Board of Directors resolution dated July 15, 2021, authorizing management to explore a potential initial public offering of the Company's securities, together with any related materials, presentations, or memoranda provided to the Board in connection with such authorization.
1.10. All joint venture, partnership, consortium, strategic alliance, or similar agreements or arrangements to which the Company or any subsidiary is a party, including all amendments, supplements, side letters, and termination agreements related thereto.
1.11. All agreements, letters of intent, term sheets, definitive agreements, and related documents pertaining to any merger, acquisition, divestiture, reorganization, spin-off, split-off, recapitalization, or similar corporate transaction involving the Company or any subsidiary, whether completed, pending, abandoned, or under consideration, together with all ancillary documents such as escrow agreements, indemnification agreements, earn-out arrangements, and post-closing adjustment documents.
1.12. Confirmation of the Company's Employer Identification Number (EIN: 82-3194567) as assigned by the Internal Revenue Service, together with any IRS determination letters, ruling letters, or other correspondence from the IRS regarding the Company's tax status or organizational matters.
1.13. Documentation regarding the Company's SEC Central Index Key (CIK) number assignment (CIK: 0001923847), including any correspondence with the SEC EDGAR filing system regarding the establishment of the Company's EDGAR filing account and any access codes or filing agent authorizations.
II. CAPITALIZATION AND SECURITIES
2.1. A complete and current capitalization table showing all authorized, issued, and outstanding equity securities of the Company, including all classes and series of capital stock, on both an outstanding and fully diluted basis. The capitalization table should include, at a minimum, the following information:
(a) Common Stock: Total authorized shares of Common Stock (500,000,000 shares, par value $0.0001 per share), including any breakdown between Class A Common Stock and Class B Common Stock, and the number of shares of each class that are issued and outstanding.
(b) Class B Common Stock: All outstanding shares of Class B Common Stock (28,500,000 shares outstanding, each entitled to 10 votes per share), including identification of each holder and the number of shares held by each holder. We understand that the co-founders of the Company hold all outstanding shares of Class B Common Stock as follows: Priya Subramanian (16,500,000 shares) and Marcus Henley (12,000,000 shares). Please confirm and provide supporting documentation.
(c) Preferred Stock: All authorized, issued, and outstanding shares of Preferred Stock, by series (Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock), totaling 62,400,000 shares outstanding in the aggregate, including the original issue price, liquidation preference, conversion ratio, dividend rights, voting rights, and other material terms for each series.
(d) Shares reserved for issuance: All shares of Common Stock and Preferred Stock reserved for issuance upon exercise of outstanding options, warrants, or other convertible securities, or reserved for future grants under equity incentive plans.
2.2. The Company's stock ledger and all transfer records for all classes and series of capital stock from the date of incorporation to the present date, including records maintained by the Company's transfer agent, if any.
2.3. Copies of all stock certificates issued by the Company, or, if shares are held in book-entry form, copies of all book-entry statements or confirmations of share ownership for all holders of capital stock.
2.4. All agreements, instruments, term sheets, subscription agreements, stock purchase agreements, and other documents evidencing or relating to the issuance of equity securities by the Company, including all exhibits, schedules, amendments, and supplements thereto. This request specifically includes, without limitation, the following:
(a) Series A Preferred Stock Financing: All documents related to the Company's Series A Preferred Stock financing, which closed on June 20, 2018, raising approximately $18,000,000 in gross proceeds, led by Ridgeline Capital Partners Fund II, L.P., including the Series A Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series A), closing certificates, legal opinions, and all ancillary documents.
(b) Series B Preferred Stock Financing: All documents related to the Company's Series B Preferred Stock financing, which closed on September 10, 2019, raising approximately $45,000,000 in gross proceeds, led by Arclight Equity Group Fund VII, L.P., including the Series B Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series B), closing certificates, legal opinions, and all ancillary documents.
(c) Series C Preferred Stock Financing: All documents related to the Company's Series C Preferred Stock financing, which closed on February 18, 2020, raising approximately $72,000,000 in gross proceeds, co-led by Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P., including the Series C Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series C), closing certificates, legal opinions, and all ancillary documents.
(d) Series D Preferred Stock Financing: All documents related to the Company's Series D Preferred Stock financing, which closed on August 24, 2020, raising approximately $110,000,000 in gross proceeds, led by Velthryn Venture Partners Fund IV, L.P., with a post-money valuation of approximately $1.478 billion (based on an implied price per share of approximately $12.50), including the Series D Preferred Stock Purchase Agreement, Amended and Restated Certificate of Incorporation (as amended to reflect the Series D), closing certificates, legal opinions, and all ancillary documents.
2.5. Copies of all investors' rights agreements, registration rights agreements, voting agreements, rights of first refusal and co-sale agreements, stockholders' agreements, and any other agreements among stockholders and/or between the Company and its stockholders, in each case including all amendments, waivers, and supplements thereto. This request includes the most recent version of each such agreement as well as any prior versions.
2.6. A fully diluted share count analysis, setting forth in detail the total number of shares of the Company's capital stock outstanding on a fully diluted basis, currently understood to be approximately 118,200,000 fully diluted shares. The analysis should include a detailed breakdown showing (a) shares of Common Stock outstanding (by class), (b) shares of Preferred Stock outstanding (by series) on an as-converted-to-Common-Stock basis, (c) shares subject to outstanding stock options (vested and unvested), (d) shares subject to outstanding restricted stock units or other equity-based awards, (e) shares subject to outstanding warrants or other convertible instruments, and (f) shares available for future grant under equity incentive plans.
2.7. Copies of all equity incentive plans, stock option plans, restricted stock plans, employee stock purchase plans, and any other equity compensation plans adopted by the Company, including all amendments, restatements, and supplements thereto, together with any board or stockholder resolutions approving or amending such plans and any plan prospectuses or summary plan descriptions.
2.8. A complete schedule of all outstanding stock options granted under any equity incentive plan or otherwise, including, for each outstanding option: (a) the name of the option holder, (b) the grant date, (c) the number of shares subject to the option, (d) the exercise price per share, (e) the vesting schedule (including any acceleration provisions), (f) the expiration date, (g) whether the option is an incentive stock option (ISO) or a non-qualified stock option (NQO), and (h) the number of shares that have been exercised and the number of shares that remain unexercised as of the date of this Request List. We understand that there are currently approximately 11,300,000 options outstanding from an aggregate option pool of 14,800,000 shares, with a weighted-average exercise price of $4.82 per share. Please confirm and provide supporting documentation.
2.9. Copies of all restricted stock unit (RSU) award agreements, stock appreciation right (SAR) agreements, phantom stock agreements, profit interest agreements, and any other equity-based or equity-linked compensation award agreements, together with any plan documents under which such awards were granted.
2.10. Copies of all warrant agreements, convertible note agreements, simple agreements for future equity (SAFEs), convertible loan agreements, and any other instruments or agreements that are convertible into, exchangeable for, or exercisable for shares of the Company's capital stock, together with all amendments and supplements thereto.
2.11. Copies of all stockholder agreements, buy-sell agreements, transfer restriction agreements, lock-up agreements, market standoff agreements, or any other agreements restricting or governing the transfer, sale, pledge, or other disposition of shares of the Company's capital stock.
2.12. A description of all anti-dilution provisions, preemptive rights, rights of first refusal, rights of first offer, or similar protective provisions applicable to any class or series of the Company's securities, together with copies of any documents containing such provisions to the extent not already provided in response to other requests.
2.13. Copies of all Section 409A valuations, independent appraisals, or fair market value determinations of the Company's Common Stock prepared by independent valuation firms or otherwise used by the Company for purposes of pricing stock option grants or other equity-based compensation awards, together with any board resolutions or compensation committee resolutions adopting or relying upon such valuations.
2.14. Copies of all Section 83(b) election forms filed with the Internal Revenue Service by any stockholder, director, officer, employee, or consultant of the Company in connection with the receipt of shares of capital stock or other equity interests that are subject to a substantial risk of forfeiture, together with evidence of timely filing.
2.15. A summary of ownership by major stockholders (i.e., holders of five percent (5%) or more of the Company's outstanding equity securities, on a fully diluted basis), including the name of each major stockholder, the number of shares held (by class and series), and the approximate percentage of the Company's fully diluted capitalization represented by such shares. Based on our preliminary understanding, the following investors hold significant equity positions:
(a) Velthryn Venture Partners Fund IV, L.P.: 24,800,000 shares (approximately 21.0% on a fully diluted basis);
(b) Arclight Equity Group Fund VII, L.P.: 18,600,000 shares (approximately 15.7% on a fully diluted basis);
(c) Ridgeline Capital Partners Fund II, L.P.: 9,200,000 shares (approximately 7.8% on a fully diluted basis).
Please confirm the foregoing and provide a complete list of all holders of five percent (5%) or more of any class or series of the Company's securities.
III. MATERIAL CONTRACTS
3.1. A comprehensive schedule of all material contracts to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound. For purposes of this request, "material contracts" include, without limitation, contracts involving aggregate consideration or payments in excess of $500,000 per year, contracts that are otherwise material to the business, operations, financial condition, or prospects of the Company, and contracts that would be required to be filed as exhibits to the Registration Statement under Item 601(b)(10) of Regulation S-K. The schedule should include the following information for each material contract: (a) the parties thereto, (b) the date of execution, (c) a brief description of the subject matter, (d) the aggregate consideration or payment terms, (e) the term and any renewal provisions, and (f) any material termination or change-of-control provisions.
3.2. Complete copies of each material contract identified in response to Request 3.1, including all amendments, supplements, side letters, statements of work, order forms, and exhibits thereto. Without limiting the generality of the foregoing, we specifically request copies of the following contracts:
(a) Master Cloud Services Agreement with Brindoval Data Centers LLC, dated January 15, 2021, with a term of five (5) years and an annual minimum commitment of approximately $8,200,000, including all statements of work, service level agreements, data processing addenda, and any amendments thereto. Please also provide any related purchase orders, change orders, or supplemental agreements.
(b) Strategic Partnership Agreement with Nordwell Financial Technologies Inc., dated March 30, 2021, relating to the co-development and distribution of embedded analytics solutions, with an initial term of three (3) years, including all exhibits, statements of work, revenue-sharing arrangements, intellectual property ownership provisions, and any amendments thereto.
(c) Revolving Credit Facility with Ashford National Bank, dated June 1, 2021, with a total commitment of $50,000,000, bearing interest at SOFR plus 275 basis points, with a maturity date of June 1, 2024, and approximately $15,000,000 drawn as of March 31, 2022. This request includes, without limitation, (i) the credit agreement, (ii) all promissory notes, (iii) any security agreements, pledge agreements, or collateral documents, (iv) all guaranty agreements, (v) any intercreditor agreements, (vi) all compliance certificates delivered to date, (vii) any waiver or amendment letters, (viii) any subordination agreements, and (ix) any fee letters or engagement letters with Ashford National Bank.
3.3. All customer contracts, master subscription agreements, enterprise license agreements, and order forms with the Company's top ten (10) customers by annual recurring revenue, which we understand represent approximately 34% of the Company's total ARR as of December 31, 2021. For each such customer, please provide the current master agreement, all active order forms or statements of work, and any amendments, renewals, or extensions thereto.
3.4. All vendor, supplier, and service provider contracts under which the Company or any subsidiary makes aggregate annual payments in excess of $250,000, including, without limitation, contracts for software licensing, professional services, marketing services, telecommunications, data services, recruiting, temporary staffing, and facilities management.
3.5. All distribution agreements, reseller agreements, referral partner agreements, channel partner agreements, original equipment manufacturer (OEM) agreements, and any other agreements pursuant to which any third party is authorized to market, sell, distribute, sublicense, or otherwise make available the Company's products or services.
3.6. All joint development agreements, co-marketing agreements, co-branding agreements, strategic alliance agreements, and similar cooperative arrangements to which the Company or any subsidiary is a party, other than those already provided in response to Request 3.2(b).
3.7. All contracts, agreements, or arrangements to which the Company or any subsidiary is a party with any governmental authority, government agency, government-sponsored enterprise, or government contractor, including any contracts that are subject to government contracting regulations (e.g., FAR, DFAR).
3.8. All contracts containing non-competition covenants, exclusivity provisions, most-favored-nation or most-favored-customer pricing provisions, minimum purchase or volume commitments, requirements covenants, or other similar restrictive provisions that could limit the Company's ability to conduct its business.
3.9. All contracts containing change-of-control provisions, assignment restriction provisions, consent requirements, or any other provisions that would be triggered by, or would impose obligations or restrictions in connection with, the Company's IPO, any subsequent change in the Company's ownership, or any reorganization of the Company's capital structure.
3.10. All guarantees, indemnification agreements, contribution agreements, suretyship arrangements, comfort letters, or similar credit support arrangements to which the Company or any subsidiary is a party, whether as guarantor, indemnitor, or beneficiary.
3.11. All contracts containing material termination for convenience provisions, material acceleration provisions, material cure or notice periods, or material penalty or liquidated damages provisions.
3.12. A summary of any material contract that has expired, been terminated (whether by the Company, a counterparty, or by mutual agreement), or that is the subject of a dispute, claim, or threatened claim within the last three (3) years, including a brief description of the contract, the reasons for expiration or termination, and the nature and current status of any dispute.
IV. INTELLECTUAL PROPERTY
4.1. A comprehensive schedule of all issued patents and pending patent applications owned by or assigned to the Company or any subsidiary, in any jurisdiction worldwide. We understand that the Company currently holds fourteen (14) issued U.S. utility patents and has seven (7) pending U.S. patent applications, primarily related to machine learning-based fraud detection technology and real-time transaction scoring algorithms. For each issued patent and pending application, please provide: (a) the patent number or application number, (b) the title of the invention, (c) the filing date, (d) the issue date (for issued patents), (e) the name(s) of the inventor(s), (f) the jurisdiction(s) of issuance or filing, (g) the assignee of record, (h) the current status (active, pending, abandoned, expired), (i) the next maintenance fee due date (for issued patents), and (j) identification of any continuation, divisional, or continuation-in-part applications related to such patent or application.
4.2. A comprehensive schedule of all registered trademarks, service marks, and pending trademark applications owned by or registered in the name of the Company or any subsidiary, in any jurisdiction worldwide. We understand that the Company holds U.S. trademark registrations for "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," each registered with the United States Patent and Trademark Office (USPTO). For each registration and application, please provide: (a) the registration number or application number, (b) the mark (word mark or design mark), (c) the international class(es) of goods and services, (d) the filing date, (e) the registration date, (f) the applicable renewal date(s), (g) the current status, and (h) identification of any opposition, cancellation, or other proceedings relating to such mark.
4.3. A schedule of all registered copyrights owned by or registered in the name of the Company or any subsidiary with the U.S. Copyright Office or any foreign copyright office, including for each registration: (a) the registration number, (b) the title of the work, (c) the type of work, (d) the date of registration, and (e) the author or claimant.
4.4. A schedule of all internet domain names owned, registered, or controlled by the Company or any subsidiary, including the registrar of record, the registration date, the expiration date, and any associated WHOIS privacy services or domain name registrations pending transfer.
4.5. A description of the Company's material proprietary software, technology, and products, including technical architecture, functionality, development history, and commercial status. This request specifically includes descriptions of the following:
(a) LumosIQ Platform — the Company's core analytics platform, including its principal features, architecture, and deployment model;
(b) FraudLens Module — the Company's machine learning-based fraud detection module;
(c) RegConnect Module — the Company's regulatory reporting and compliance module; and
(d) DataBridge API Suite — the Company's suite of application programming interfaces for data integration and interoperability.
4.6. Copies of all intellectual property assignment agreements, including (a) employee invention assignment and proprietary information agreements, (b) contractor and consultant invention assignment agreements, and (c) any assignments of intellectual property from founders, former employees, or third parties to the Company. For each current employee and contractor who has contributed to the development of the Company's technology, please confirm whether a signed invention assignment agreement is on file.
4.7. Copies of all intellectual property license agreements to which the Company or any subsidiary is a party, whether as licensor or licensee, including (a) inbound technology licenses (licenses from third parties to the Company), (b) outbound technology licenses (licenses from the Company to third parties), and (c) all open-source software licenses used in, incorporated into, linked with, or distributed as part of the Company's products or technology. For open-source components, please provide a bill of materials identifying each open-source component, the applicable open-source license (e.g., Apache 2.0, MIT, GPL, LGPL, AGPL, BSD), and the manner in which such component is used (e.g., linked, modified, distributed).
4.8. Copies of any open-source software audit reports, compliance assessments, or scanning tool reports (e.g., Crestline Health IT, Crowne Albany Solutions, Larkspur Data Systems) conducted with respect to the Company's software products, together with any remediation plans or findings resulting from such audits.
4.9. Copies of all non-disclosure agreements, confidentiality agreements, and proprietary information agreements entered into by the Company in connection with the protection of the Company's intellectual property, trade secrets, or confidential business information, including agreements with employees, contractors, consultants, customers, vendors, potential partners, and any other third parties.
4.10. Copies of all correspondence, claims, demand letters, cease-and-desist letters, notices of infringement, complaints, or other litigation documents (whether pending, threatened, or resolved) involving patents, trademarks, copyrights, trade secrets, or other intellectual property rights of the Company or asserted against the Company by any third party. This includes any inter partes review proceedings, post-grant review proceedings, interference proceedings, or reexamination proceedings before the USPTO or any foreign patent office.
4.11. A description of the Company's trade secret protection policies and procedures, including (a) the types of information treated as trade secrets, (b) the physical, technical, and contractual measures implemented to protect trade secret information, (c) access controls and need-to-know policies, (d) employee training programs regarding trade secret protection, and (e) any incidents of suspected or actual misappropriation of trade secrets.
4.12. Copies of any opinions of counsel regarding intellectual property matters, including freedom-to-operate opinions, patentability opinions, validity opinions, non-infringement opinions, and any other legal opinions or analyses relating to the Company's intellectual property portfolio. Please note that providing such opinions to Issuer's Counsel for purposes of the due diligence investigation does not, without more, constitute a waiver of privilege.
V. TECHNOLOGY AND DATA PRIVACY
5.1. A detailed description of the Company's technology infrastructure, including (a) cloud hosting environments and providers, (b) data center arrangements (including the arrangement with Brindoval Data Centers LLC referenced in Section III above), (c) server and network architecture, (d) disaster recovery and business continuity arrangements, (e) redundancy and failover capabilities, (f) geographic distribution of infrastructure, and (g) service level commitments applicable to the Company's platform. Please include any architecture diagrams, infrastructure documentation, or technical summaries available.
5.2. A description of the Company's data privacy and data security policies and procedures, including (a) the Company's information security program, (b) data classification and handling policies, (c) encryption practices (at rest and in transit), (d) access control and identity management practices, (e) incident response plans, (f) employee security awareness training programs, and (g) the organizational structure and reporting lines for the Company's information security function.
5.3. Copies of all privacy policies currently published by the Company, including (a) the Company's website privacy policy, (b) application-level privacy notices, (c) customer-facing data processing disclosures, and (d) any prior versions of such policies that have been in effect during the last three (3) years.
5.4. A description of the Company's compliance with applicable data privacy laws and regulations, including, without limitation: (a) the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), (b) the General Data Protection Regulation (GDPR) of the European Union, (c) the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations, (d) state data breach notification laws, (e) the Children's Online Privacy Protection Act (COPPA), and (f) any other federal, state, or international data privacy or data protection laws applicable to the Company's operations. Please include any data privacy impact assessments (DPIAs), records of processing activities, or compliance gap analyses prepared by the Company or its outside advisors.
5.5. A complete history of any data security breaches, data incidents, unauthorized access events, or other cybersecurity incidents experienced by the Company or any subsidiary within the last five (5) years, including, for each such incident: (a) a description of the nature and scope of the incident, (b) the date of discovery and date of containment, (c) the categories and volume of data affected, (d) any notification actions taken (to regulators, customers, individuals, or other parties), (e) any regulatory investigations or enforcement actions resulting from the incident, and (f) any remediation measures implemented.
5.6. Copies of all third-party security audit reports, penetration testing reports, vulnerability assessments, SOC 1 reports, SOC 2 Type I and Type II reports, ISO 27001 certifications, PCI DSS assessments, and any other independent assessments of the Company's information security controls, prepared during the last three (3) years.
5.7. Copies of all data processing agreements, data protection agreements, data sharing agreements, and similar agreements entered into with third-party vendors, service providers, or partners that process, store, or have access to personal data or confidential data on behalf of the Company.
5.8. A description of the Company's AI and machine learning model governance practices, including (a) model development and validation processes, (b) bias testing and fairness audit procedures, (c) model risk management frameworks, (d) explainability and transparency practices, (e) any internal or external audit reports regarding AI/ML model performance and fairness, and (f) compliance with any emerging regulatory requirements or industry standards applicable to the use of AI/ML in financial services (e.g., SR 11-7, proposed CFPB guidance, EU AI Act proposals).
VI. FINANCIAL INFORMATION
6.1. Audited consolidated financial statements (including the balance sheet, statement of operations, statement of stockholders' equity (deficit), statement of cash flows, and all notes to the financial statements) for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with the independent auditor's reports thereon. The Company's financial statements are audited by Meridian & Howe LLP (Audit Engagement Partner: Gregory Simmons). Please provide copies of the signed auditor's reports and any consent letters from Meridian & Howe LLP in connection with the use of their audit reports in the Registration Statement.
6.2. Supporting schedules and working papers underlying the following key audited financial metrics for the fiscal year ended December 31, 2021:
(a) Total Revenue: $187.4 million;
(b) Gross Margin: 72.3%;
(c) Net Loss: $(41.2) million;
(d) Adjusted EBITDA: $(18.7) million; and
(e) Cash and Cash Equivalents as of December 31, 2021: $94.3 million.
6.3. Supporting schedules for the fiscal year ended December 31, 2020, including confirmation of Total Revenue of $118.6 million for such period, and a detailed analysis of year-over-year revenue growth of approximately 58% from FY 2020 to FY 2021.
6.4. A detailed presentation of the Company's Annual Recurring Revenue (ARR) as of December 31, 2021 ($206.8 million), including (a) the methodology used to calculate ARR, (b) a bridge from reported revenue to ARR, (c) a breakdown of ARR by product, customer segment, and geography, (d) a cohort analysis of ARR growth, and (e) any adjustments or normalizations applied in the ARR calculation.
6.5. Unaudited quarterly financial statements for the quarter ended March 31, 2022, including the condensed consolidated balance sheet, condensed consolidated statement of operations, and condensed consolidated statement of cash flows, together with any management commentary or narrative analysis. We understand that preliminary Q1 2022 results include Revenue of approximately $54.9 million, ARR as of March 31, 2022 of approximately $219.5 million, and Net Loss of approximately $(13.8) million. Please confirm and provide supporting documentation.
6.6. Monthly and quarterly internal management financial reports, operating metrics reports, key performance indicator (KPI) dashboards, and any other periodic financial or operating reports prepared by or for management for the last three (3) fiscal years and year-to-date through the most recent period available. This includes board packages, investor update decks, and any financial summaries provided to the Board of Directors or investors.
6.7. Annual operating budgets, financial projections, financial forecasts, and long-range strategic plans for FY 2022 and beyond, including any scenario analyses, sensitivity analyses, or financial models prepared by or for management. Please also provide any budgets or projections previously provided to investors, lenders, or the Board of Directors.
6.8. A description of the Company's revenue recognition policies and procedures, including the Company's application of ASC 606 (Revenue from Contracts with Customers) to its various revenue streams (subscription, professional services, implementation, and any other revenue categories). Please also describe any changes in accounting policies or accounting estimates during the last three (3) fiscal years and the impact of any such changes on the financial statements.
6.9. A description of all non-GAAP financial measures used by management in internal reporting or external communications (e.g., Adjusted EBITDA, Non-GAAP Operating Income, Free Cash Flow, ARR), including (a) the definition and methodology for each such measure, (b) a quantitative reconciliation of each non-GAAP measure to the most directly comparable GAAP measure for each period presented, and (c) management's rationale for using each such measure.
6.10. Copies of all management letters, internal control deficiency communications, significant deficiency or material weakness notifications, and any other written communications from Meridian & Howe LLP (or any predecessor auditor) to the Company's management, audit committee, or Board of Directors regarding internal controls over financial reporting, accounting policies, audit findings, or other matters identified in the course of the annual audit engagement, for the last three (3) fiscal years.
6.11. A complete schedule of all indebtedness of the Company and its subsidiaries, including all outstanding loans, credit facilities, lines of credit, term loans, capital leases, finance leases, and other debt obligations, setting forth for each: (a) the lender or creditor, (b) the original principal amount, (c) the outstanding principal balance as of the most recent date available, (d) the interest rate, (e) the maturity date, (f) any security or collateral, and (g) any financial covenants. This schedule should specifically include the Ashford National Bank revolving credit facility ($50,000,000 commitment; approximately $15,000,000 drawn as of March 31, 2022).
6.12. A schedule and description of all off-balance-sheet arrangements, contingent liabilities, guarantees, letters of credit, surety bonds, and other potential obligations of the Company that are not reflected on the Company's balance sheet but that could have a material effect on the Company's financial condition, liquidity, or results of operations.
6.13. Details of any material write-offs, asset impairments, restructuring charges, goodwill impairments, or other unusual or non-recurring charges recorded by the Company in its financial statements during the last three (3) fiscal years, including a description of the circumstances giving rise to each such charge and the accounting treatment applied.
6.14. Customer concentration data and analysis, including (a) a schedule of the Company's top ten (10) customers by ARR (representing approximately 34% of total ARR), (b) for each such customer, the current contract value, contract term, renewal date, and any expansion or contraction history, (c) historical churn rates (gross and net) by customer cohort for the last three (3) fiscal years, and (d) a description of any pending or anticipated customer losses or material contract non-renewals.
VII. TAX MATTERS
7.1. Copies of all federal income tax returns (including all schedules, worksheets, and supporting documentation) filed by the Company and its subsidiaries for the last three (3) fiscal years (FY 2019, FY 2020, and FY 2021).
7.2. Copies of all state and local income, franchise, and business tax returns filed by the Company and its subsidiaries in all applicable jurisdictions for the last three (3) fiscal years, including, without limitation, returns filed in the States of California, New York, Texas, and Illinois, and any other jurisdictions in which returns have been filed.
7.3. Copies of all tax audit reports, revenue agent reports, notices of deficiency, notices of assessment, closing agreements, settlement agreements, and any other correspondence or communications from the Internal Revenue Service (IRS), any state department of revenue, or any other taxing authority, whether pending, concluded, or proposed, for all open tax years.
7.4. A schedule of all tax elections made by the Company and its subsidiaries, including, without limitation, any elections under Section 338, Section 83(b), Section 168 (bonus depreciation), Section 174 (research and experimental expenditures), Section 195 (start-up expenditures), and any other material elections, together with copies of the election forms filed.
7.5. An analysis of the Company's net operating loss (NOL) carryforwards, including (a) the amount of federal and state NOLs available as of the most recent tax year end, (b) the expiration dates of such NOLs, (c) any limitations on the use of such NOLs under Section 382 of the Internal Revenue Code (including an analysis of whether any "ownership change" within the meaning of Section 382 has occurred as a result of the Company's equity financing rounds), and (d) any studies or analyses prepared by the Company's tax advisors regarding Section 382 limitations.
7.6. An analysis of the Company's eligibility for qualified small business stock (QSBS) treatment under Section 1202 of the Internal Revenue Code, including (a) an assessment of whether the Company has satisfied the applicable requirements for QSBS status since its inception, (b) identification of any events or transactions that could have caused or may cause the Company to fail to satisfy the QSBS requirements, and (c) any written opinions or analyses prepared by the Company's tax advisors regarding QSBS status.
7.7. All transfer pricing documentation, including any transfer pricing studies, intercompany agreements, cost-sharing arrangements, and advance pricing agreements, to the extent applicable to any intercompany transactions between the Company and its subsidiaries.
7.8. All sales and use tax compliance documentation, including (a) a schedule of all jurisdictions in which the Company collects and remits sales tax, (b) copies of any exemption certificates received from customers, (c) any nexus analyses or economic nexus studies, and (d) any voluntary disclosure agreements with any taxing authority.
7.9. Copies of any tax-sharing agreements, tax-indemnification agreements, or tax-allocation agreements to which the Company or any subsidiary is a party.
7.10. A state tax nexus analysis for the States of California, New York, Texas, and Illinois, including an assessment of the Company's income tax filing obligations, franchise tax obligations, and any other business tax obligations in such jurisdictions, taking into account the Company's physical presence, employee locations, customer locations, and economic activity in each jurisdiction.
VIII. EMPLOYEES AND EMPLOYMENT MATTERS
8.1. A complete schedule of the Company's total employee headcount as of December 31, 2021 (approximately 1,120 employees), including a detailed breakdown by (a) function or department (e.g., engineering, product, sales, marketing, general and administrative, customer success), (b) geographic location (by state and, if applicable, by country), (c) employment status (full-time, part-time, temporary), and (d) a separate listing of all independent contractors and consultants engaged by the Company.
8.2. A current organizational chart for the Company's senior management team, including reporting relationships and functional responsibilities. The organizational chart should specifically identify the following individuals and their respective roles:
(a) Priya Subramanian — Chief Executive Officer & Co-Founder;
(b) Marcus Henley — Chief Technology Officer & Co-Founder;
(c) David Lau — Chief Financial Officer (joined the Company in 2020);
(d) Naomi Feinberg — General Counsel & Corporate Secretary (joined the Company in 2021); and
(e) Tomás Aguilar — Chief Revenue Officer.
Please also include any other officers, vice presidents, or other individuals who report directly to the CEO and any individuals who would be considered "executive officers" for purposes of the federal securities laws.
8.3. Copies of all employment agreements, offer letters, compensation arrangements, and consulting agreements for all executive officers, senior vice presidents, and other key employees, including all amendments, supplements, and side letters thereto.
8.4. Copies of all severance agreements, change-of-control agreements, retention bonus agreements, golden parachute arrangements, and any other agreements that provide for payments, benefits, or acceleration of equity vesting upon a termination of employment, change of control, or initial public offering.
8.5. A description of all employee benefit plans maintained by the Company, including (a) group health insurance plans, (b) dental and vision insurance plans, (c) life insurance and accidental death and dismemberment (AD&D) plans, (d) short-term and long-term disability plans, (e) 401(k) or other retirement plans (including any employer matching contributions), (f) health savings accounts (HSAs) or flexible spending accounts (FSAs), (g) any nonqualified deferred compensation plans subject to Section 409A of the Internal Revenue Code, and (h) any other fringe benefit programs (e.g., commuter benefits, wellness programs, tuition reimbursement). For each plan, please provide copies of the plan document, summary plan description, and the most recent Form 5500 filing (if applicable).
8.6. Copies of all equity incentive plan documents and summary plan descriptions, to the extent not already provided in response to Section II above, including any sub-plans applicable to employees in specific jurisdictions and any board or committee resolutions approving grants under such plans.
8.7. A copy of the Company's current employee handbook and all written employment policies, including policies relating to equal employment opportunity, anti-harassment, anti-discrimination, leave of absence (including FMLA and state-specific leave policies), workplace safety, drug and alcohol use, social media, remote work, and any other material employment policies.
8.8. Copies of all non-competition agreements, non-solicitation agreements, confidentiality agreements, proprietary information and inventions assignment agreements, and any other restrictive covenant agreements entered into with current and former employees, independent contractors, and consultants.
8.9. A description of any labor disputes, unfair labor practice charges, complaints filed with the Equal Employment Opportunity Commission (EEOC) or any state fair employment practices agency, wage-and-hour claims, class action or collective action claims, whistleblower complaints, workers' compensation claims (to the extent material), or any other employment-related litigation, arbitration, or administrative proceedings that are pending, threatened, or have been resolved within the last five (5) years, including a description of the nature of each claim, the current status, and any monetary exposure or reserves.
8.10. A description of any collective bargaining agreements, union representation petitions, union organizing activities, or other labor relations matters involving the Company's workforce. Please confirm whether any of the Company's employees are represented by a labor union or covered by a collective bargaining agreement.
8.11. Copies of all independent contractor agreements currently in effect, together with any analysis or assessment of worker classification (employee vs. independent contractor) prepared by the Company or its outside counsel, including any analysis under applicable federal (IRS) and state (e.g., California AB 5 / "ABC test") standards.
8.12. A schedule of all immigration-related matters, including (a) a list of all employees who hold H-1B, L-1, O-1, TN, or other work visas sponsored by the Company, (b) a list of all employees for whom the Company has filed or is in the process of filing petitions for permanent residency (green card), (c) copies of any I-9 audit reports or other immigration compliance assessments, and (d) a description of any pending or threatened immigration-related compliance issues.
8.13. Copies of all consulting or advisory agreements with current or former officers, directors, affiliates, or their family members, including any agreements for ongoing services, transition arrangements, or advisory board participation.
IX. DIRECTORS AND OFFICERS
9.1. A comprehensive list of all current and former directors and officers of the Company and each subsidiary, including for each individual: (a) the full legal name, (b) the position(s) held, (c) the date of appointment or election, (d) the date of resignation, removal, or expiration of term (for former directors and officers), and (e) whether such individual is classified as an "independent director" under applicable Nasdaq listing standards.
9.2. A description of the current composition of the Board of Directors, including the following members:
(a) Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;
(b) Marcus Henley — Director, Chief Technology Officer & Co-Founder;
(c) Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners;
(d) Samuel Adebayo — Independent Director; Former Chief Financial Officer, Verdant Software Corp.;
(e) Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group;
(f) Jonathan Tsai — Director; Designee of Velthryn Venture Partners Fund IV, L.P.; and
(g) Rebecca Stahl — Director; Designee of Arclight Equity Group Fund VII, L.P.
Please provide a description of all committees of the Board of Directors currently in existence (including the audit committee, compensation committee, and nominating and corporate governance committee), their members, their charters, and their meeting schedules.
9.3. Copies of all indemnification agreements between the Company and each current and former director and officer, including any standard form indemnification agreement used by the Company and any individual agreements that deviate from the standard form.
9.4. Copies of all director and officer questionnaires completed by current directors and executive officers in connection with the proposed IPO or any prior period, together with any updates or supplements thereto.
9.5. Biographical information, professional affiliations, board memberships, and other directorships (current and within the last five years) of each current director and executive officer of the Company. This information will be used in the preparation of the director and officer biographical disclosures in the Registration Statement.
9.6. A description of any related-party relationships, potential conflicts of interest, or family relationships involving any current or former director or officer, including (a) any business or financial relationships between directors or officers and the Company's customers, vendors, or competitors, (b) any interlocking directorships, and (c) any other relationships that may require disclosure under Item 404 of Regulation S-K.
9.7. Complete compensation data for all directors and executive officers for each of the last three (3) fiscal years (FY 2019, FY 2020, and FY 2021), including (a) base salary, (b) annual bonuses (cash incentive compensation), (c) equity awards (stock options, RSUs, and other equity-based awards, including grant date, exercise price, number of shares, and vesting schedule), (d) perquisites and other personal benefits, (e) retirement plan contributions, (f) any severance or change-of-control payments, and (g) total compensation. This information will be used in the preparation of the executive compensation tables and related disclosures required by the Registration Statement.
X. RELATED-PARTY TRANSACTIONS
10.1. A comprehensive schedule of all transactions, agreements, or arrangements between the Company (or any subsidiary) and any director, officer, holder of five percent (5%) or more of any class of the Company's voting securities, or any immediate family member or affiliate of any such person, from the beginning of the Company's last full fiscal year to the present date, including any transaction that would require disclosure under Item 404 of Regulation S-K (generally, transactions involving amounts in excess of $120,000).
10.2. Complete copies of all agreements and arrangements identified in response to Request 10.1, including, without limitation, all agreements and arrangements with:
(a) Velthryn Venture Partners Fund IV, L.P. and its affiliates, including Velthryn Venture Partners Management IV, LLC, and any partner, principal, or employee thereof who serves as a director or officer of the Company;
(b) Arclight Equity Group Fund VII, L.P. and its affiliates, including Arclight Equity Management VII, LLC, and any partner, principal, or employee thereof who serves as a director or officer of the Company;
(c) Ridgeline Capital Partners Fund II, L.P. and its affiliates, and any partner, principal, or employee thereof who serves as a director or officer of the Company;
(d) Any entity controlled by, affiliated with, or in which a material interest is held by Priya Subramanian, Marcus Henley, or any other director or officer of the Company; and
(e) Any immediate family member of any individual described in clauses (a) through (d) above.
10.3. A description of the Company's policies and procedures for the review, approval, and ratification of related-party transactions, including any written policies adopted by the Board of Directors or the audit committee.
10.4. A schedule of all loans, advances, or extensions of credit made to or from the Company (or any subsidiary) by or to any director, officer, stockholder holding five percent (5%) or more of any class of the Company's voting securities, or any affiliate or family member thereof.
10.5. Copies of any consulting agreements, management fee agreements, advisory fee agreements, monitoring fee agreements, or similar arrangements between the Company and any stockholder, director, officer, or any affiliate thereof, including any fee arrangements with Velthryn Venture Partners, Arclight Equity Group, Ridgeline Capital Partners, or any of their respective management companies or affiliates.
XI. LITIGATION AND LEGAL PROCEEDINGS
11.1. A comprehensive schedule of all pending or threatened litigation, arbitration, mediation, administrative proceedings, regulatory proceedings, or other legal proceedings involving the Company or any subsidiary, whether as plaintiff, defendant, or otherwise, including for each matter: (a) the caption and case or docket number, (b) the court or tribunal, (c) the parties, (d) a description of the claims and relief sought, (e) the d