1008-00002 · Lumos Analytics Inc · Engagement & Organization

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. It is intended solely for internal use by attorneys and staff of Calderwood & Harkness LLP. This document and its contents may not be disclosed, distributed, or reproduced, in whole or in part, without the express prior written consent of the Responsible Partner. Any unauthorized disclosure may result in waiver of applicable privileges.

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105 Telephone: (415) 555-7200 Facsimile: (415) 555-7201

DATE: November 5, 2021

TO: Robert Adeyemi, Responsible Partner, Capital Markets Group Jennifer Kwon, Billing Partner, Capital Markets Group

FROM: Audrey Zhou, Lead Associate, Capital Markets Group

RE: Conflicts Clearance — Proposed Representation of Lumos Analytics Inc. in Connection with Initial Public Offering of Class A Common Stock

MATTER NUMBER: 1008-00002

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I. PURPOSE AND SUMMARY

This memorandum documents the completion of conflicts of interest checks conducted by the Capital Markets Group of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm as issuer's counsel to Lumos Analytics Inc. ("Lumos," the "Company," or the "Issuer") in its proposed initial public offering (the "IPO" or the "Offering") of shares of Class A Common Stock, par value $0.0001 per share, on the Nasdaq Global Select Market (the "Nasdaq"). The Company is targeting aggregate gross proceeds of approximately $220,000,000 from the Offering, subject to customary market conditions and final pricing.

The purpose of this memorandum is to provide a comprehensive record of the Firm's conflicts clearance process, to identify and analyze any actual, potential, or apparent conflicts of interest that may affect the Firm's ability to undertake the proposed representation, and to memorialize the conclusions and recommendations of the searching attorney for review by the Responsible Partner. This memorandum is prepared in accordance with the Firm's Conflicts of Interest and New Business Intake Policies (last revised January 2021) and is consistent with the requirements of the New York Rules of Professional Conduct (as adopted by the Appellate Division of the New York Supreme Court, effective April 1, 2009, as amended), which govern the ethical obligations of all C&H attorneys.

Conflicts searches were run against all relevant parties to the proposed transaction, including the Company itself, its directors and officers, major stockholders and their affiliated funds, the proposed underwriters and their key contacts, the underwriters' counsel, the Company's independent auditor, and other key service providers, counterparties, and agents identified through preliminary due diligence and intake discussions with the Company's General Counsel. The searches covered both current and historical representations, adverse party listings, and related-party cross-references across all of the Firm's practice groups and offices.

Conclusion: Based on the searches and analysis described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement as issuer's counsel to Lumos Analytics Inc. in connection with the IPO. Three prior relationships involving parties or individuals connected to the transaction have been identified and analyzed; none gives rise to an actual or potential conflict of interest. Clearance is recommended, and the engagement letter may be executed on the proposed opening date of November 8, 2021.

II. SCOPE OF CONFLICTS SEARCH

A. Description of the Engagement

Calderwood & Harkness LLP is proposed to serve as issuer's counsel in connection with the proposed initial public offering of Class A Common Stock of Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105.

The scope of the proposed engagement encompasses the full range of legal services customarily provided by issuer's counsel in an underwritten initial public offering, including without limitation the following:

(a) Preparation, drafting, and filing of the Registration Statement on Form S-1 (and all amendments thereto) with the United States Securities and Exchange Commission (the "SEC"), including the prospectus, all exhibits, financial statement schedules, and ancillary filings;

(b) Negotiation and drafting of the Underwriting Agreement between the Company, the selling stockholders, and the underwriters named therein;

(c) Negotiation and drafting of the Lock-Up Agreements to be entered into by officers, directors, and certain stockholders of the Company;

(d) Advice on corporate governance matters, including the adoption of a classified board structure, the amendment and restatement of the Company's Certificate of Incorporation and Bylaws, and the adoption of committee charters, corporate governance guidelines, and related policies in connection with the Company's transition to public-company status;

(e) Review and updating of the Company's equity incentive plans and related award agreements, including preparation of the Registration Statement on Form S-8;

(f) Review of the Company's material contracts and arrangements for purposes of disclosure in the Registration Statement and for compliance with applicable securities laws;

(g) Preparation and review of responses to SEC staff comments on the Registration Statement;

(h) Preparation of ancillary offering documents, including the "blue sky" memorandum, the officers' and directors' questionnaires, the comfort letter request letter, and the opinion of counsel;

(i) Coordination with the Company's independent auditors, transfer agent, financial printer, and other service providers in connection with the Offering;

(j) Advice on Nasdaq listing requirements, including the preparation and submission of the listing application;

(k) Advice on compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as applicable to the Offering; and

(l) All related matters through the closing of the Offering (including any exercise of the underwriters' option to purchase additional shares) or, in the alternative, through the termination or abandonment of the Offering.

The anticipated engagement opening date is November 8, 2021. The Company's management has indicated a preliminary target for initial confidential submission of the draft Registration Statement of late December 2021, with a potential public filing and offering timeline in the first quarter of 2022, subject to market conditions, SEC review, and board approval.

The proposed staffing for this engagement is as follows:

Additional attorneys from the Firm's Corporate Governance, Executive Compensation, intellectual Property, and Litigation groups may be engaged to provide specialized advice as needed during the course of the engagement. Any such additions will be subject to supplemental conflicts checks in accordance with the Firm's standard policies.

B. Databases and Systems Searched

All conflicts searches described in this memorandum were conducted using Calderwood & Harkness LLP's proprietary conflicts management system, coliliCheck (Version 8.4, database current as of November 2, 2021). ColiliCheck is an integrated system that aggregates party information from the Firm's matter management system, billing records, engagement letter database, and adverse party records across all offices and practice groups. ColiliCheck permits searches by entity name (including fuzzy-match and phonetic algorithms), individual name, employer identification number (EIN), state registration number, and related-party cross-references.

Searches were conducted over the period of November 3 through November 5, 2021. Each search query was designed to capture the broadest reasonable range of potential matches, including:

(i) Full legal names of all entities, as well as all known short names, trade names, and "doing business as" (d/b/a) names;

(ii) Full legal names of all individuals (directors, officers, and principals), including known maiden names, former names, and common name variations;

(iii) Names of affiliated entities, including parent companies, subsidiaries, general partners, management companies, and portfolio companies, to the extent known at the time of the search;

(iv) Corporate employer identification numbers (EINs) and state formation or registration file numbers, where such information was available from the Company's intake materials or from publicly available records; and

(v) Addresses of principal offices of all searched parties, as a supplementary cross-reference.

In addition to the coliliCheck system searches, the searching attorney (Audrey Zhou) conducted a manual review of active and recently closed matter lists (defined as matters closed within the preceding thirty-six months) maintained by the following practice groups of the Firm: Capital Markets, Mergers & Acquisitions, General Corporate, Litigation, and Tax. This manual review was performed to identify any engagements that might not have been fully captured in the coliliCheck system due to incomplete data entry or recent matter openings. The manual review was completed on November 5, 2021.

All search results were reviewed and analyzed by Audrey Zhou, Lead Associate. The analysis and conclusions set forth in this memorandum have been reviewed by Robert Adeyemi, Responsible Partner.

III. PARTIES SEARCHED

This Section sets forth, for each party searched, the identifying information used in the search, the party's role in the proposed transaction, and the results of the conflicts search. All searches were conducted using the systems and methodology described in Section II.B above.

A. The Company — Lumos Analytics Inc.

Search Result: No current or prior representations of Lumos Analytics Inc. were identified in the C&H conflicts system. No representations adverse to Lumos Analytics Inc. were identified. No prior engagements involving any party bearing a substantially similar name were found. The Company is a new client for purposes of the Firm's intake procedures.

B. Directors and Officers of Lumos Analytics Inc.

Conflicts searches were conducted against each individual director and officer of the Company by full legal name, with cross-references to known current and former institutional affiliations. The following individuals were searched:

1. Priya Subramanian — Chief Executive Officer, Co-Founder, and Chair of the Board of Directors

Ms. Subramanian co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since inception. She was appointed Chair of the Board in 2019. Prior to founding Lumos, Ms. Subramanian served as Vice President of Product at DataVista Inc. (2012–2016) and held engineering and product roles at several other technology companies.

Search Result: No conflicts identified. No current or prior representations of Ms. Subramanian in any capacity, and no representations adverse to Ms. Subramanian or any entity with which she is currently affiliated (other than the Company itself), were found in the C&H conflicts system.

2. Marcus Henley — Chief Technology Officer, Co-Founder, and Board Member

Mr. Henley co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since inception. Prior to founding Lumos, Mr. Henley served as a Senior Software Engineer at Calderon Corporation (2010–2016).

Search Result: No conflicts identified. No current or prior representations of Mr. Henley, and no representations adverse to Mr. Henley or any entity with which he is currently affiliated (other than the Company), were found.

3. David Lau — Chief Financial Officer

Mr. Lau joined Lumos Analytics Inc. as Chief Financial Officer in 2020. Prior to joining Lumos, Mr. Lau served as Vice President of Finance at Cloudpath Systems Inc. (2017–2020) and held finance roles at Kraft Voss CPAs LLP.

Search Result: No conflicts identified. No current or prior representations of Mr. Lau, and no representations adverse to Mr. Lau, were found.

4. Naomi Feinberg — General Counsel and Corporate Secretary

Ms. Feinberg joined Lumos Analytics Inc. as General Counsel and Corporate Secretary in January 2021. Prior to joining Lumos, Ms. Feinberg was a partner in the Technology Transactions group of Tarvick & Associates LLP (2014–2021) and served as an associate at Grayson & Drummond LLP (2008–2014).

Search Result: No conflicts identified. No current or prior representations of Ms. Feinberg, and no representations adverse to Ms. Feinberg, were found. Ms. Feinberg's prior affiliation with Tarvick & Associates LLP and Grayson & Drummond LLP does not give rise to any conflict, as those firms are peer law firms and are not involved in the proposed Offering.

5. Tomás Aguilar — Chief Revenue Officer

Mr. Aguilar joined Lumos Analytics Inc. as Chief Revenue Officer in 2019. Prior to joining Lumos, Mr. Aguilar held senior sales and business development positions at Bramwell & Co. and Ashford Holdings.

Search Result: No conflicts identified.

6. Diane Ochoa — Independent Board Member; Managing Partner, Ridgeline Capital Partners

Ms. Ochoa has served as an independent member of the Lumos Board of Directors since 2017. She is the founder and Managing Partner of Ridgeline Capital Partners, an early-stage venture capital firm based in Palo Alto, California. Ridgeline Capital Partners Fund II, L.P. is a stockholder of Lumos (see Section III.C.3 below).

Search Result: No conflicts identified with respect to Ms. Ochoa individually. The search for Ridgeline Capital Partners and its affiliated funds is reported separately in Section III.C.3 below.

7. Samuel Adebayo — Independent Board Member; Former CFO, Verdant Software Corp.

Mr. Adebayo has served as an independent member of the Lumos Board of Directors since 2020. He previously served as Chief Financial Officer of Verdant Software Corp. (2015–2019) and currently serves as an independent consultant and advisor to technology companies.

Search Result: No conflicts identified with respect to Mr. Adebayo individually. However, the coliliCheck search returned a historical result for Verdant Software Corp., a former client of the Firm. C&H represented Verdant Software Corp. in an unrelated commercial contract matter (Matter No. 1008-00002) that was closed in 2019. That prior engagement did not involve Mr. Adebayo personally as a party or as a key contact, and there is no current representation of Verdant Software Corp. This relationship is analyzed in detail in Section IV.A below.

8. Catherine Mercer — Independent Board Member; Operating Partner, Arclight Equity Group

Ms. Mercer has served as an independent member of the Lumos Board of Directors since 2019. She is an Operating Partner at Arclight Equity Group, a private equity firm. Arclight Equity Group Fund VII, L.P. is a stockholder of Lumos (see Section III.C.2 below).

Search Result: No conflicts identified with respect to Ms. Mercer individually. The search for Arclight Equity Group and its affiliated funds is reported separately in Section III.C.2 below.

9. Jonathan Tsai — Board Member (Designee of Velthryn Venture Partners); Managing Partner, Velthryn Venture Partners

Mr. Tsai has served as a member of the Lumos Board of Directors since 2018, as the designee of Velthryn Venture Partners Fund IV, L.P. pursuant to the terms of the Investors' Rights Agreement. He is the founder and Managing Partner of Velthryn Venture Partners.

Search Result: No conflicts identified with respect to Mr. Tsai individually. The search for Velthryn Venture Partners and its affiliated funds is reported separately in Section III.C.1 below.

10. Rebecca Stahl — Board Member (Designee of Arclight Equity Group); Partner, Arclight Equity Group

Ms. Stahl has served as a member of the Lumos Board of Directors since 2019, as the designee of Arclight Equity Group Fund VII, L.P. pursuant to the terms of the Investors' Rights Agreement. She is a Partner at Arclight Equity Group.

Search Result: No conflicts identified with respect to Ms. Stahl individually. The search for Arclight Equity Group and its affiliated funds is reported separately in Section III.C.2 below.

C. Major Stockholders

For purposes of this memorandum, "major stockholders" are defined as holders of five percent (5%) or more of the Company's fully diluted pre-IPO equity, based on information provided by the Company's General Counsel and CFO during intake. The Company has represented that it has approximately 118,200,000 shares outstanding on a fully diluted basis (assuming conversion of all outstanding shares of Preferred Stock and exercise of all outstanding options and warrants), prior to giving effect to the Offering.

1. Velthryn Venture Partners Fund IV, L.P.

Search Result: No conflicts identified. No current or prior representations of Velthryn Venture Partners Fund IV, L.P., Velthryn Venture Partners Management IV, LLC, or any other affiliated funds or entities of Velthryn Venture Partners were found in the C&H conflicts system. No representations adverse to any Velthryn entity were identified.

2. Arclight Equity Group Fund VII, L.P.

Search Result: No conflicts identified with respect to Arclight Equity Group Fund VII, L.P. or its general partner, Arclight Equity Management VII, LLC. However, the coliliCheck search returned a historical result involving a different fund in the Arclight family: C&H previously acted as lender's counsel in an unrelated financing transaction that involved a portfolio company of Arclight Equity Group Fund V, L.P. (a separate and distinct fund from Fund VII). That matter was closed in 2018. No current engagement with any Arclight entity exists. This relationship is analyzed in detail in Section IV.B below.

3. Ridgeline Capital Partners Fund II, L.P.

Search Result: No conflicts identified. No current or prior representations of Ridgeline Capital Partners Fund II, L.P., or any other affiliated entity of Ridgeline Capital Partners, were found. No representations adverse to any Ridgeline entity were identified.

D. Proposed Underwriters

The Company has indicated that the following underwriters have been selected for the proposed IPO. The underwriting syndicate structure and individual allocations remain subject to final negotiation and documentation.

1. Pinnacle Securities LLC — Lead Book-Running Managing Underwriter

Search Result: No conflicts identified. The coliliCheck search confirmed that C&H has acted as issuer's counsel in prior transactions where Pinnacle Securities LLC served as a book-running underwriter, including the IPOs of Cerulean Technologies Inc. (2020), Apex Medical Devices Corp. (2019), and Brightline Communications Inc. (2018). All of these prior engagements involved the standard relationship between issuer's counsel and underwriter counsel in the context of a capital markets transaction. There are no current matters adverse to Pinnacle Securities LLC. This relationship is analyzed in Section IV.C below.

2. Whitfield & Company LLC — Joint Book-Running Managing Underwriter

Search Result: No conflicts identified. No current or prior representations of Whitfield & Company LLC were found, and no representations adverse to Whitfield & Company LLC were identified.

3. Graystone Capital Markets Inc. — Co-Manager

Search Result: No conflicts identified. No current or prior representations of Graystone Capital Markets Inc. were found, and no representations adverse to Graystone Capital Markets Inc. were identified.

E. Underwriters' Counsel

Search Result: No conflicts identified. Hargrove & Liddell LLP is a nationally recognized law firm with which Calderwood & Harkness LLP has cooperated on numerous prior capital markets transactions, in each case with C&H serving as issuer's counsel and Hargrove & Liddell serving as underwriters' counsel (or vice versa). This is a standard professional relationship in which the two firms represent different parties to the same transaction with generally aligned, though not identical, interests. The relationship between issuer's counsel and underwriters' counsel is well established in capital markets practice and does not give rise to any conflict of interest. No current matters adverse to Hargrove & Liddell LLP were identified.

F. Independent Auditor

Search Result: No conflicts identified. No current or prior representations of Meridian & Howe LLP were found, and no representations adverse to Meridian & Howe LLP were identified. Meridian & Howe LLP is an independent registered public accounting firm, and C&H's role as issuer's counsel does not create any conflict with respect to the auditor's engagement.

G. Other Key Service Providers and Counterparties

In connection with the preparation of the Registration Statement and the Company's transition to public-company status, the following additional parties have been identified as material service providers, counterparties, or agents. Each has been searched as part of the comprehensive conflicts clearance process.

1. Broadleaf Transfer Services Inc. — Proposed Transfer Agent and Registrar

Search Result: No conflicts identified. No current or prior representations of or adverse to Broadleaf Transfer Services Inc. were found.

2. Terrace Hill Insurance Group Ltd. — Proposed D&O Insurer

Search Result: No conflicts identified. No current or prior representations of or adverse to Terrace Hill Insurance Group Ltd. or Terrace Hill Insurance Company of America were found. The procurement of D&O insurance is a standard component of IPO preparation and does not create any conflict between the Firm and the insurer.

3. Hennessy Consulting Group LLC — Financial Printer / EDGAR Filing Agent

Search Result: No conflicts identified. No current or prior representations of or adverse to Hennessy Consulting Group LLC were found.

4. Brindoval Data Centers LLC — Infrastructure Provider (Material Contract Counterparty)

Search Result: No conflicts identified. No current or prior representations of or adverse to Brindoval Data Centers LLC were found.

5. Nordwell Financial Technologies Inc. — Strategic Partner (Material Contract Counterparty)

Search Result: No conflicts identified. No current or prior representations of or adverse to Nordwell Financial Technologies Inc. were found.

6. Ashford National Bank — Revolving Credit Lender (Material Contract Counterparty)

Search Result: No conflicts identified. No current or prior representations of or adverse to Ashford National Bank were found. The Firm does not currently represent Ashford National Bank in any capacity.

7. Capitol Registered Agents LLC — Registered Agent in Delaware

Search Result: No conflicts identified. No current or prior representations of or adverse to Capitol Registered Agents LLC were found. Capitol Registered Agents LLC provides registered agent services to numerous Delaware entities and is not a party with whom the Firm has any substantive relationship.

IV. ANALYSIS OF POTENTIAL CONFLICTS AND RELATIONSHIPS REQUIRING NOTATION

The conflicts searches described in Section III above identified three prior relationships or engagements that, while not giving rise to any actual or potential conflict of interest, are noted herein for the record in accordance with the Firm's policies requiring documentation of any historical connection between the Firm and parties to a proposed engagement. Each relationship is analyzed below.

A. Prior Engagement Involving Verdant Software Corp.

Background. Samuel Adebayo, an independent member of the Board of Directors of Lumos Analytics Inc., previously served as Chief Financial Officer of Verdant Software Corp. from 2015 to 2019. Calderwood & Harkness LLP represented Verdant Software Corp. in a commercial contract dispute with a third-party software vendor (Matter No. 1008-00002). That engagement was handled by the Firm's General Commercial Litigation group and was closed in 2019 upon resolution of the dispute. The matter did not involve Mr. Adebayo personally as a party, as a witness, or as a primary contact for the engagement; the Firm's primary contacts at Verdant during that engagement were Verdant's General Counsel and outside litigation counsel coordinator.

Analysis. The prior representation of Verdant Software Corp. does not create any conflict of interest in connection with the proposed representation of Lumos Analytics Inc. for the following reasons:

(i) The Firm does not currently represent Verdant Software Corp. in any matter. The prior engagement was closed in 2019, and no ongoing attorney-client relationship exists with Verdant.

(ii) The prior matter involved a commercial contract dispute that is entirely unrelated to the subject matter of the proposed Lumos IPO engagement. There is no overlap in factual or legal issues.

(iii) Mr. Adebayo departed Verdant Software Corp. in 2019 and currently serves solely in his capacity as an independent director of Lumos. The Firm's representation of Lumos is not adverse to Verdant, and Mr. Adebayo is not being represented in any individual capacity.

(iv) No confidential information obtained during the prior Verdant engagement is material to, or could be used in connection with, the proposed Lumos engagement.

(v) No duty of loyalty to Verdant Software Corp. as a former client is implicated, because the proposed Lumos engagement is not "substantially related" to the prior Verdant matter within the meaning of Rule 1.9 of the New York Rules of Professional Conduct.

Conclusion: No conflict of interest exists. No waiver or informed consent is required.

B. Prior Engagement Involving Arclight Equity Group Fund V, L.P.

Background. Calderwood & Harkness LLP previously acted as lender's counsel in a secured credit facility transaction involving a portfolio company of Arclight Equity Group Fund V, L.P. (Matter No. 1008-00002). That engagement was handled by the Firm's Finance group and was closed in 2018. In that transaction, the Firm represented the agent bank and lending syndicate in a credit facility extended to a portfolio company of Arclight Equity Group Fund V, L.P. The engagement did not involve any adversity to Arclight Equity Group or any of its affiliated funds, general partners, or principals. Arclight was not a counterparty, guarantor, or borrower in the transaction; the portfolio company was the borrower, and Arclight's involvement was limited to its role as a sponsor and equity holder of the borrower entity.

Arclight Equity Group Fund VII, L.P. — a separate and distinct fund from Fund V — is a stockholder of Lumos Analytics Inc. and is proposed to be a selling stockholder in the IPO. Additionally, two individuals affiliated with Arclight Equity Group (Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner) serve as members of the Lumos Board of Directors.

Analysis. The prior engagement involving a portfolio company of Arclight Equity Group Fund V, L.P. does not create any conflict of interest in connection with the proposed representation of Lumos Analytics Inc. for the following reasons:

(i) The prior matter involved a different fund (Fund V) from the fund that holds equity in Lumos (Fund VII). While both funds are managed by affiliates of Arclight Equity Group, they are separate legal entities with distinct limited partner bases and investment portfolios.

(ii) The Firm's role in the prior engagement was as lender's counsel, and the engagement did not involve any adversity to Arclight Equity Group or any of its affiliated funds. Arclight was not a party to the credit agreement and was not a borrower or guarantor.

(iii) There is no current engagement with any Arclight entity. The prior matter has been closed since 2018.

(iv) In the proposed Lumos IPO, C&H's representation of Lumos as issuer's counsel is not adverse to Arclight Equity Group Fund VII, L.P. To the contrary, Arclight's interests as a stockholder and selling stockholder in the IPO are generally aligned with the Company's interest in completing a successful public offering at an appropriate valuation. Any potential divergence of interest between selling stockholders and the Company in an IPO context is customary and does not rise to the level of a conflict of interest for issuer's counsel.

(v) Arclight Equity Group Fund VII, L.P. will be separately represented to the extent necessary by its own counsel in connection with any selling stockholder matters, including the negotiation of selling stockholder provisions in the Underwriting Agreement and the Custody Agreement.

Conclusion: No conflict of interest exists. No waiver or informed consent is required.

C. Prior Transactions Involving Pinnacle Securities LLC

Background. Calderwood & Harkness LLP has served as issuer's counsel in multiple prior initial public offering and follow-on offering transactions in which Pinnacle Securities LLC served as a book-running managing underwriter. These prior engagements include the IPOs of Cerulean Technologies Inc. (2020), Apex Medical Devices Corp. (2019), and Brightline Communications Inc. (2018), among others. In each of these transactions, C&H represented the issuer, and Pinnacle Securities LLC participated as an underwriter, with its interests represented by separate underwriters' counsel. These are standard, arm's-length transactional relationships that are ubiquitous in the capital markets practice area.

In the proposed Lumos IPO, Pinnacle Securities LLC is proposed to serve as the lead book-running managing underwriter. The underwriters' interests will be represented by Hargrove & Liddell LLP.

Analysis. The Firm's prior transactional relationships with Pinnacle Securities LLC do not create any conflict of interest in connection with the proposed Lumos engagement for the following reasons:

(i) In each prior transaction, C&H represented the issuer, not Pinnacle. No attorney-client relationship between C&H and Pinnacle was created in any of these transactions, and no confidential information of Pinnacle was received by C&H.

(ii) The relationship between issuer's counsel and underwriters in an IPO is a standard, well-recognized transactional relationship. While the underwriting agreement is negotiated at arm's length between the issuer and the underwriters, the fundamental interests of the parties are generally aligned in completing the offering. This type of arm's-length negotiation does not constitute adversity within the meaning of the conflict of interest rules.

(iii) There are no current matters in which C&H represents any party adverse to Pinnacle Securities LLC.

(iv) Pinnacle's interests in the proposed Lumos IPO will be represented by separate counsel (Hargrove & Liddell LLP), ensuring that any divergence in interests between the issuer and the underwriters (such as pricing, allocation, and indemnification provisions) will be addressed through independent legal representation.

(v) The Firm's familiarity with Pinnacle as a repeat participant in capital markets transactions is a common feature of capital markets practice and is, in fact, beneficial to the efficiency and quality of transaction execution.

Conclusion: No conflict of interest exists. No waiver or informed consent is required.

V. CONCLUSION AND CLEARANCE RECOMMENDATION

All required conflicts searches have been completed as of November 5, 2021, using the Firm's coliliCheck proprietary conflicts management system and supplementary manual review of active and recently closed matter lists across all relevant practice groups, as described in detail in this memorandum.

No conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. as issuer's counsel in connection with the proposed initial public offering of Class A Common Stock on the Nasdaq Global Select Market.

Three prior relationships have been identified and noted for the record:

(a) A prior representation of Verdant Software Corp. (a company at which Lumos independent director Samuel Adebayo formerly served as CFO), in an unrelated commercial contract matter closed in 2019;

(b) A prior representation as lender's counsel in an unrelated financing transaction involving a portfolio company of Arclight Equity Group Fund V, L.P. (a separate fund from the Arclight fund that holds equity in Lumos), closed in 2018; and

(c) Prior transactional relationships with Pinnacle Securities LLC (the proposed lead book-running managing underwriter for the Lumos IPO) in which C&H served as issuer's counsel in unrelated capital markets transactions.

None of these three relationships gives rise to an actual or potential conflict of interest under the New York Rules of Professional Conduct (Rules 1.7, 1.8, 1.9, 1.10, and 1.13) or under Calderwood & Harkness LLP's internal Conflicts of Interest and New Business Intake Policies. No waivers, consents, or ethical screens are required in connection with any of these relationships.

Recommendation: The proposed engagement may proceed. The engagement letter between Calderwood & Harkness LLP and Lumos Analytics Inc. may be executed on the proposed date of November 8, 2021, subject to final approval by the Responsible Partner.

This memorandum should be retained in the matter file for Matter No. 1008-00002 as a permanent record of the conflicts clearance process conducted in connection with this engagement. In the event that additional parties are identified during the course of the engagement (including, without limitation, additional underwriters, selling stockholders, material contract counterparties, or parties to transactions referenced in the Registration Statement), supplemental conflicts searches should be conducted and documented in accordance with the Firm's standard procedures.

VI. SIGNATURES

Prepared by:

________________________________________

Audrey Zhou Lead Associate, Capital Markets Group Calderwood & Harkness LLP

Date: November 5, 2021

Reviewed and Approved by:

________________________________________

Robert Adeyemi Responsible Partner, Capital Markets Group Calderwood & Harkness LLP

Date: November 5, 2021

APPENDIX A — CONFLICTS SEARCH LOG

The following table summarizes each search query run in connection with the conflicts clearance for Matter No. 1008-00002. All searches were conducted using Calderwood & Harkness LLP's coliliCheck conflicts management system (Version 8.4) and supplementary manual review of active and recently closed matter lists. The initials "AZ" refer to the searching attorney, Audrey Zhou, Lead Associate, Capital Markets Group.

Certification: The undersigned confirms that the above search log accurately and completely reflects all conflicts searches conducted in connection with Matter No. 1008-00002 and that all known affiliates, subsidiaries, and related persons of the parties listed in Section III of this memorandum have been covered by the searches described herein.

________________________________________

Audrey Zhou Lead Associate, Capital Markets Group Calderwood & Harkness LLP

Date: November 5, 2021

END OF MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1008-00002

Role	Attorney	Practice Group
Responsible Partner	Robert Adeyemi	Capital Markets
Billing Partner	Jennifer Kwon	Capital Markets
Lead Associate	Audrey Zhou	Capital Markets
Working Associate	Brendan Walsh	Capital Markets
Tax Specialist Partner	Sylvia Hartwell	Tax
Data Field	Information
Full Legal Name	Lumos Analytics Inc.
Short Names / D/B/A	Lumos; Lumos AI
Entity Type	Delaware C-corporation
Employer Identification Number (EIN)	82-3194567
Delaware Secretary of State File Number	6281934
State of Incorporation	Delaware
Foreign Qualifications	California, New York, Texas, Illinois
Registered Agent	Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
Principal Executive Offices	450 Folsom Street, Suite 1200, San Francisco, CA 94105
Date of Incorporation	March 14, 2016
Business Description	Cloud-based, artificial intelligence-driven analytics platform serving financial institutions; software-as-a-service (SaaS) delivery model; product offerings include fraud detection, transaction monitoring, regulatory reporting, and predictive risk modeling solutions
Data Field	Information
Full Legal Name	Velthryn Venture Partners Fund IV, L.P.
General Partner	Velthryn Venture Partners Management IV, LLC
Principal	Jonathan Tsai, Managing Partner
Entity Type	Delaware limited partnership
Principal Office Address	2100 Sand Hill Road, Suite 300, Menlo Park, CA 94025
Ownership Stake	Approximately 21.0% of fully diluted pre-IPO shares (24,800,000 shares of Series C and Series D Preferred Stock out of 118,200,000 fully diluted shares)

Role in IPO	Selling stockholder (up to 2,000,000 shares of Class A Common Stock upon conversion of Preferred Stock)
Data Field	Information
Full Legal Name	Arclight Equity Group Fund VII, L.P.
General Partner	Arclight Equity Management VII, LLC
Principals	Rebecca Stahl, Partner; Catherine Mercer, Operating Partner
Entity Type	Delaware limited partnership
Principal Office Address	780 Third Avenue, 22nd Floor, New York, NY 10017
Ownership Stake	Approximately 15.7% of fully diluted pre-IPO shares (18,600,000 shares of Series B and Series C Preferred Stock out of 118,200,000 fully diluted shares)
Role in IPO	Selling stockholder (up to 1,500,000 shares of Class A Common Stock upon conversion of Preferred Stock)
Data Field	Information
Full Legal Name	Ridgeline Capital Partners Fund II, L.P.
Principal	Diane Ochoa, Managing Partner
Entity Type	Delaware limited partnership
Principal Office Address	525 University Avenue, Suite 400, Palo Alto, CA 94301
Ownership Stake	Approximately 7.8% of fully diluted pre-IPO shares (9,200,000 shares of Series A Preferred Stock out of 118,200,000 fully diluted shares)
Role in IPO	Not a selling stockholder; subject to a 180-day lock-up agreement
Data Field	Information
Full Legal Name	Pinnacle Securities LLC
Entity Type	Delaware limited liability company; FINRA-registered broker-dealer
Key Contacts	Andrew Castellano, Managing Director (Coverage); Lisa Drummond, Managing Director (Equity Capital Markets)
Principal Office Address	399 Park Avenue, New York, NY 10022
Role	Lead book-running managing underwriter
Data Field	Information
Full Legal Name	Whitfield & Company LLC
Entity Type	Delaware limited liability company; FINRA-registered broker-dealer

Key Contact	Derek Kaplan, Managing Director
Principal Office Address	200 Vesey Street, 38th Floor, New York, NY 10281
Role	Joint book-running managing underwriter
Data Field	Information
Full Legal Name	Graystone Capital Markets Inc.
Entity Type	New York corporation; FINRA-registered broker-dealer
Key Contact	Hannah Morales, Managing Director
Principal Office Address	140 Broadway, 30th Floor, New York, NY 10005
Role	Co-Manager
Data Field	Information
Full Legal Name	Hargrove & Liddell LLP
Entity Type	New York limited liability partnership
Lead Partner	Michael Sorrentino (Capital Markets)
Lead Associate	Anika Patel
Principal Office Address	601 Lexington Avenue, New York, NY 10022
Role	Counsel to the underwriters in connection with the IPO
Data Field	Information
Full Legal Name	Meridian & Howe LLP
Entity Type	Delaware limited liability partnership; independent registered public accounting firm (registered with the PCAOB)
Audit Partner	Gregory Simmons, CPA
Principal Office Address	555 Mission Street, Suite 2500, San Francisco, CA 94105
Role	Audited the consolidated financial statements of Lumos Analytics Inc. for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 (in progress); will provide comfort letters and consent for incorporation by reference into the Registration Statement
Data Field	Information
Full Legal Name	Broadleaf Transfer Services Inc.
Entity Type	New York corporation

Principal Office Address	250 Royall Street, Canton, MA 02021
Role	Proposed transfer agent and registrar for the Company's Class A Common Stock
Data Field	Information
Full Legal Name	Terrace Hill Insurance Group Ltd. (parent); Terrace Hill Insurance Company of America (U.S. operating subsidiary)
Entity Type	Bermuda exempted company (parent); New York-domiciled insurance company (U.S. subsidiary)
Key Contact	Julia Brennan, D&O Underwriter
Principal Office Address (U.S.)	120 Broadway, Suite 2100, New York, NY 10271
Role	Proposed carrier for directors' and officers' liability insurance policy; proposed coverage includes $30 million aggregate limit, six-year discovery period (tail), with an estimated annual premium of approximately $2.4 million
Data Field	Information
Full Legal Name	Hennessy Consulting Group LLC
Entity Type	Delaware limited liability company
Key Contact	Martin Royce
Principal Office Address	1166 Avenue of the Americas, 15th Floor, New York, NY 10036
Role	Financial printer and EDGAR filing agent for the Registration Statement and related SEC filings
Data Field	Information
Full Legal Name	Brindoval Data Centers LLC
Entity Type	Virginia limited liability company
Material Contract	Master Cloud Services Agreement dated January 15, 2021; five-year initial term; $8.2 million annual minimum commitment
Role	Provider of cloud infrastructure and data center services to the Company; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field	Information
Full Legal Name	Nordwell Financial Technologies Inc.
Entity Type	Delaware corporation
Material Contract	Strategic Partnership Agreement dated March 30, 2021; three-year initial term; provides for integration of Nordwell's payment processing technology with the Lumos platform
Role	Strategic partner; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field	Information

Full Legal Name	Ashford National Bank
Entity Type	National banking association, chartered by the Office of the Comptroller of the Currency (OCC)
Material Contract	Revolving Credit Facility Agreement dated June 1, 2021; $50,000,000 revolving credit commitment; interest rate of SOFR plus 275 basis points; maturity date of June 1, 2024; approximately $15,000,000 drawn as of most recent reporting period
Role	Lender under the Company's revolving credit facility; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field	Information
Full Legal Name	Capitol Registered Agents LLC
Entity Type	Delaware limited liability company
Principal Office Address	850 New Burton Road, Suite 201, Dover, DE 19904
Role	Registered agent for service of process for Lumos Analytics Inc. in the State of Delaware
No.	Search Query (Entity / Individual Name)	Date of Search	System(s) Searched	Results Summary	Searching Attorney
1	Lumos Analytics Inc. (incl. "Lumos," "Lumos AI")	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
2	Priya Subramanian	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
3	Marcus Henley	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
4	David Lau	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
5	Naomi Feinberg	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
6	Tomás Aguilar	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
7	Diane Ochoa	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
8	Samuel Adebayo	11/3/2021	ColiliCheck; Manual Review	No individual results; cross-ref. to Verdant Software Corp. (see #26)	AZ
9	Catherine Mercer	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
10	Jonathan Tsai	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
11	Rebecca Stahl	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
12	Velthryn Venture Partners Fund IV, L.P. (incl. "Velthryn Venture Partners," "Velthryn Venture Partners Management IV, LLC," all affiliated funds)	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
13	Arclight Equity Group Fund VII, L.P. (incl. "Arclight Equity Group," "Arclight Equity Management VII, LLC," all affiliated funds)	11/3/2021	ColiliCheck; Manual Review	Historical result: C&H acted as lender's counsel in matter involving portfolio company of Arclight Equity Group Fund V, L.P. (closed 2018); no adversity to Arclight. See Section IV.B.	AZ
14	Ridgeline Capital Partners Fund II, L.P. (incl. "Ridgeline Capital Partners," all affiliated entities)	11/3/2021	ColiliCheck; Manual Review	No results found	AZ
15	Pinnacle Securities LLC	11/4/2021	ColiliCheck; Manual Review	Historical results: C&H served as issuer's counsel in prior IPOs where Pinnacle served as underwriter (2018, 2019, 2020); no current adverse matters. See Section IV.C.	AZ

16	Andrew Castellano	11/4/2021	ColiliCheck	No results found	AZ
17	Lisa Drummond	11/4/2021	ColiliCheck	No results found	AZ
18	Whitfield & Company LLC	11/4/2021	ColiliCheck; Manual Review	No results found	AZ
19	Derek Kaplan	11/4/2021	ColiliCheck	No results found	AZ
20	Graystone Capital Markets Inc.	11/4/2021	ColiliCheck; Manual Review	No results found	AZ
21	Hannah Morales	11/4/2021	ColiliCheck	No results found	AZ
22	Hargrove & Liddell LLP (incl. Michael Sorrentino, Anika Patel)	11/4/2021	ColiliCheck; Manual Review	No conflicts; recognized peer law firm with prior cooperative transaction history	AZ
23	Meridian & Howe LLP (incl. Gregory Simmons)	11/4/2021	ColiliCheck; Manual Review	No results found	AZ
24	Broadleaf Transfer Services Inc.	11/4/2021	ColiliCheck	No results found	AZ
25	Terrace Hill Insurance Group Ltd. (incl. Terrace Hill Insurance Company of America, Julia Brennan)	11/4/2021	ColiliCheck; Manual Review	No results found	AZ
26	Verdant Software Corp.	11/4/2021	ColiliCheck; Manual Review	Historical result: C&H represented Verdant in unrelated commercial contract matter (closed 2019); no current engagement. See Section IV.A.	AZ
27	Hennessy Consulting Group LLC (incl. Martin Royce)	11/5/2021	ColiliCheck	No results found	AZ
28	Brindoval Data Centers LLC	11/5/2021	ColiliCheck; Manual Review	No results found	AZ
29	Nordwell Financial Technologies Inc.	11/5/2021	ColiliCheck; Manual Review	No results found	AZ
30	Ashford National Bank	11/5/2021	ColiliCheck; Manual Review	No results found	AZ
31	Capitol Registered Agents LLC	11/5/2021	ColiliCheck	No results found	AZ

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. It is intended solely for internal use by attorneys and staff of Calderwood & Harkness LLP. This document and its contents may not be disclosed, distributed, or reproduced, in whole or in part, without the express prior written consent of the Responsible Partner. Any unauthorized disclosure may result in waiver of applicable privileges.
CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105 Telephone: (415) 555-7200 Facsimile: (415) 555-7201
DATE: November 5, 2021
TO: Robert Adeyemi, Responsible Partner, Capital Markets Group Jennifer Kwon, Billing Partner, Capital Markets Group
FROM: Audrey Zhou, Lead Associate, Capital Markets Group
RE: Conflicts Clearance — Proposed Representation of Lumos Analytics Inc. in Connection with Initial Public Offering of Class A Common Stock
MATTER NUMBER: 1008-00002
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I. PURPOSE AND SUMMARY
This memorandum documents the completion of conflicts of interest checks conducted by the Capital Markets Group of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm as issuer's counsel to Lumos Analytics Inc. ("Lumos," the "Company," or the "Issuer") in its proposed initial public offering (the "IPO" or the "Offering") of shares of Class A Common Stock, par value $0.0001 per share, on the Nasdaq Global Select Market (the "Nasdaq"). The Company is targeting aggregate gross proceeds of approximately $220,000,000 from the Offering, subject to customary market conditions and final pricing.
The purpose of this memorandum is to provide a comprehensive record of the Firm's conflicts clearance process, to identify and analyze any actual, potential, or apparent conflicts of interest that may affect the Firm's ability to undertake the proposed representation, and to memorialize the conclusions and recommendations of the searching attorney for review by the Responsible Partner. This memorandum is prepared in accordance with the Firm's Conflicts of Interest and New Business Intake Policies (last revised January 2021) and is consistent with the requirements of the New York Rules of Professional Conduct (as adopted by the Appellate Division of the New York Supreme Court, effective April 1, 2009, as amended), which govern the ethical obligations of all C&H attorneys.
Conflicts searches were run against all relevant parties to the proposed transaction, including the Company itself, its directors and officers, major stockholders and their affiliated funds, the proposed underwriters and their key contacts, the underwriters' counsel, the Company's independent auditor, and other key service providers, counterparties, and agents identified through preliminary due diligence and intake discussions with the Company's General Counsel. The searches covered both current and historical representations, adverse party listings, and related-party cross-references across all of the Firm's practice groups and offices.
Conclusion: Based on the searches and analysis described in this memorandum, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement as issuer's counsel to Lumos Analytics Inc. in connection with the IPO. Three prior relationships involving parties or individuals connected to the transaction have been identified and analyzed; none gives rise to an actual or potential conflict of interest. Clearance is recommended, and the engagement letter may be executed on the proposed opening date of November 8, 2021.
II. SCOPE OF CONFLICTS SEARCH
A. Description of the Engagement
Calderwood & Harkness LLP is proposed to serve as issuer's counsel in connection with the proposed initial public offering of Class A Common Stock of Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105.
The scope of the proposed engagement encompasses the full range of legal services customarily provided by issuer's counsel in an underwritten initial public offering, including without limitation the following:
(a) Preparation, drafting, and filing of the Registration Statement on Form S-1 (and all amendments thereto) with the United States Securities and Exchange Commission (the "SEC"), including the prospectus, all exhibits, financial statement schedules, and ancillary filings;
(b) Negotiation and drafting of the Underwriting Agreement between the Company, the selling stockholders, and the underwriters named therein;
(c) Negotiation and drafting of the Lock-Up Agreements to be entered into by officers, directors, and certain stockholders of the Company;
(d) Advice on corporate governance matters, including the adoption of a classified board structure, the amendment and restatement of the Company's Certificate of Incorporation and Bylaws, and the adoption of committee charters, corporate governance guidelines, and related policies in connection with the Company's transition to public-company status;
(e) Review and updating of the Company's equity incentive plans and related award agreements, including preparation of the Registration Statement on Form S-8;
(f) Review of the Company's material contracts and arrangements for purposes of disclosure in the Registration Statement and for compliance with applicable securities laws;
(g) Preparation and review of responses to SEC staff comments on the Registration Statement;
(h) Preparation of ancillary offering documents, including the "blue sky" memorandum, the officers' and directors' questionnaires, the comfort letter request letter, and the opinion of counsel;
(i) Coordination with the Company's independent auditors, transfer agent, financial printer, and other service providers in connection with the Offering;
(j) Advice on Nasdaq listing requirements, including the preparation and submission of the listing application;
(k) Advice on compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as applicable to the Offering; and
(l) All related matters through the closing of the Offering (including any exercise of the underwriters' option to purchase additional shares) or, in the alternative, through the termination or abandonment of the Offering.
The anticipated engagement opening date is November 8, 2021. The Company's management has indicated a preliminary target for initial confidential submission of the draft Registration Statement of late December 2021, with a potential public filing and offering timeline in the first quarter of 2022, subject to market conditions, SEC review, and board approval.
The proposed staffing for this engagement is as follows:
Additional attorneys from the Firm's Corporate Governance, Executive Compensation, intellectual Property, and Litigation groups may be engaged to provide specialized advice as needed during the course of the engagement. Any such additions will be subject to supplemental conflicts checks in accordance with the Firm's standard policies.
B. Databases and Systems Searched
All conflicts searches described in this memorandum were conducted using Calderwood & Harkness LLP's proprietary conflicts management system, coliliCheck (Version 8.4, database current as of November 2, 2021). ColiliCheck is an integrated system that aggregates party information from the Firm's matter management system, billing records, engagement letter database, and adverse party records across all offices and practice groups. ColiliCheck permits searches by entity name (including fuzzy-match and phonetic algorithms), individual name, employer identification number (EIN), state registration number, and related-party cross-references.
Searches were conducted over the period of November 3 through November 5, 2021. Each search query was designed to capture the broadest reasonable range of potential matches, including:
(i) Full legal names of all entities, as well as all known short names, trade names, and "doing business as" (d/b/a) names;
(ii) Full legal names of all individuals (directors, officers, and principals), including known maiden names, former names, and common name variations;
(iii) Names of affiliated entities, including parent companies, subsidiaries, general partners, management companies, and portfolio companies, to the extent known at the time of the search;
(iv) Corporate employer identification numbers (EINs) and state formation or registration file numbers, where such information was available from the Company's intake materials or from publicly available records; and
(v) Addresses of principal offices of all searched parties, as a supplementary cross-reference.
In addition to the coliliCheck system searches, the searching attorney (Audrey Zhou) conducted a manual review of active and recently closed matter lists (defined as matters closed within the preceding thirty-six months) maintained by the following practice groups of the Firm: Capital Markets, Mergers & Acquisitions, General Corporate, Litigation, and Tax. This manual review was performed to identify any engagements that might not have been fully captured in the coliliCheck system due to incomplete data entry or recent matter openings. The manual review was completed on November 5, 2021.
All search results were reviewed and analyzed by Audrey Zhou, Lead Associate. The analysis and conclusions set forth in this memorandum have been reviewed by Robert Adeyemi, Responsible Partner.
III. PARTIES SEARCHED
This Section sets forth, for each party searched, the identifying information used in the search, the party's role in the proposed transaction, and the results of the conflicts search. All searches were conducted using the systems and methodology described in Section II.B above.
A. The Company — Lumos Analytics Inc.
Search Result: No current or prior representations of Lumos Analytics Inc. were identified in the C&H conflicts system. No representations adverse to Lumos Analytics Inc. were identified. No prior engagements involving any party bearing a substantially similar name were found. The Company is a new client for purposes of the Firm's intake procedures.
B. Directors and Officers of Lumos Analytics Inc.
Conflicts searches were conducted against each individual director and officer of the Company by full legal name, with cross-references to known current and former institutional affiliations. The following individuals were searched:
1. Priya Subramanian — Chief Executive Officer, Co-Founder, and Chair of the Board of Directors
Ms. Subramanian co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Executive Officer and a member of its Board of Directors since inception. She was appointed Chair of the Board in 2019. Prior to founding Lumos, Ms. Subramanian served as Vice President of Product at DataVista Inc. (2012–2016) and held engineering and product roles at several other technology companies.
Search Result: No conflicts identified. No current or prior representations of Ms. Subramanian in any capacity, and no representations adverse to Ms. Subramanian or any entity with which she is currently affiliated (other than the Company itself), were found in the C&H conflicts system.
2. Marcus Henley — Chief Technology Officer, Co-Founder, and Board Member
Mr. Henley co-founded Lumos Analytics Inc. in 2016 and has served as its Chief Technology Officer and a member of its Board of Directors since inception. Prior to founding Lumos, Mr. Henley served as a Senior Software Engineer at Calderon Corporation (2010–2016).
Search Result: No conflicts identified. No current or prior representations of Mr. Henley, and no representations adverse to Mr. Henley or any entity with which he is currently affiliated (other than the Company), were found.
3. David Lau — Chief Financial Officer
Mr. Lau joined Lumos Analytics Inc. as Chief Financial Officer in 2020. Prior to joining Lumos, Mr. Lau served as Vice President of Finance at Cloudpath Systems Inc. (2017–2020) and held finance roles at Kraft Voss CPAs LLP.
Search Result: No conflicts identified. No current or prior representations of Mr. Lau, and no representations adverse to Mr. Lau, were found.
4. Naomi Feinberg — General Counsel and Corporate Secretary
Ms. Feinberg joined Lumos Analytics Inc. as General Counsel and Corporate Secretary in January 2021. Prior to joining Lumos, Ms. Feinberg was a partner in the Technology Transactions group of Tarvick & Associates LLP (2014–2021) and served as an associate at Grayson & Drummond LLP (2008–2014).
Search Result: No conflicts identified. No current or prior representations of Ms. Feinberg, and no representations adverse to Ms. Feinberg, were found. Ms. Feinberg's prior affiliation with Tarvick & Associates LLP and Grayson & Drummond LLP does not give rise to any conflict, as those firms are peer law firms and are not involved in the proposed Offering.
5. Tomás Aguilar — Chief Revenue Officer
Mr. Aguilar joined Lumos Analytics Inc. as Chief Revenue Officer in 2019. Prior to joining Lumos, Mr. Aguilar held senior sales and business development positions at Bramwell & Co. and Ashford Holdings.
Search Result: No conflicts identified.
6. Diane Ochoa — Independent Board Member; Managing Partner, Ridgeline Capital Partners
Ms. Ochoa has served as an independent member of the Lumos Board of Directors since 2017. She is the founder and Managing Partner of Ridgeline Capital Partners, an early-stage venture capital firm based in Palo Alto, California. Ridgeline Capital Partners Fund II, L.P. is a stockholder of Lumos (see Section III.C.3 below).
Search Result: No conflicts identified with respect to Ms. Ochoa individually. The search for Ridgeline Capital Partners and its affiliated funds is reported separately in Section III.C.3 below.
7. Samuel Adebayo — Independent Board Member; Former CFO, Verdant Software Corp.
Mr. Adebayo has served as an independent member of the Lumos Board of Directors since 2020. He previously served as Chief Financial Officer of Verdant Software Corp. (2015–2019) and currently serves as an independent consultant and advisor to technology companies.
Search Result: No conflicts identified with respect to Mr. Adebayo individually. However, the coliliCheck search returned a historical result for Verdant Software Corp., a former client of the Firm. C&H represented Verdant Software Corp. in an unrelated commercial contract matter (Matter No. 1008-00002) that was closed in 2019. That prior engagement did not involve Mr. Adebayo personally as a party or as a key contact, and there is no current representation of Verdant Software Corp. This relationship is analyzed in detail in Section IV.A below.
8. Catherine Mercer — Independent Board Member; Operating Partner, Arclight Equity Group
Ms. Mercer has served as an independent member of the Lumos Board of Directors since 2019. She is an Operating Partner at Arclight Equity Group, a private equity firm. Arclight Equity Group Fund VII, L.P. is a stockholder of Lumos (see Section III.C.2 below).
Search Result: No conflicts identified with respect to Ms. Mercer individually. The search for Arclight Equity Group and its affiliated funds is reported separately in Section III.C.2 below.
9. Jonathan Tsai — Board Member (Designee of Velthryn Venture Partners); Managing Partner, Velthryn Venture Partners
Mr. Tsai has served as a member of the Lumos Board of Directors since 2018, as the designee of Velthryn Venture Partners Fund IV, L.P. pursuant to the terms of the Investors' Rights Agreement. He is the founder and Managing Partner of Velthryn Venture Partners.
Search Result: No conflicts identified with respect to Mr. Tsai individually. The search for Velthryn Venture Partners and its affiliated funds is reported separately in Section III.C.1 below.
10. Rebecca Stahl — Board Member (Designee of Arclight Equity Group); Partner, Arclight Equity Group
Ms. Stahl has served as a member of the Lumos Board of Directors since 2019, as the designee of Arclight Equity Group Fund VII, L.P. pursuant to the terms of the Investors' Rights Agreement. She is a Partner at Arclight Equity Group.
Search Result: No conflicts identified with respect to Ms. Stahl individually. The search for Arclight Equity Group and its affiliated funds is reported separately in Section III.C.2 below.
C. Major Stockholders
For purposes of this memorandum, "major stockholders" are defined as holders of five percent (5%) or more of the Company's fully diluted pre-IPO equity, based on information provided by the Company's General Counsel and CFO during intake. The Company has represented that it has approximately 118,200,000 shares outstanding on a fully diluted basis (assuming conversion of all outstanding shares of Preferred Stock and exercise of all outstanding options and warrants), prior to giving effect to the Offering.
1. Velthryn Venture Partners Fund IV, L.P.
Search Result: No conflicts identified. No current or prior representations of Velthryn Venture Partners Fund IV, L.P., Velthryn Venture Partners Management IV, LLC, or any other affiliated funds or entities of Velthryn Venture Partners were found in the C&H conflicts system. No representations adverse to any Velthryn entity were identified.
2. Arclight Equity Group Fund VII, L.P.
Search Result: No conflicts identified with respect to Arclight Equity Group Fund VII, L.P. or its general partner, Arclight Equity Management VII, LLC. However, the coliliCheck search returned a historical result involving a different fund in the Arclight family: C&H previously acted as lender's counsel in an unrelated financing transaction that involved a portfolio company of Arclight Equity Group Fund V, L.P. (a separate and distinct fund from Fund VII). That matter was closed in 2018. No current engagement with any Arclight entity exists. This relationship is analyzed in detail in Section IV.B below.
3. Ridgeline Capital Partners Fund II, L.P.
Search Result: No conflicts identified. No current or prior representations of Ridgeline Capital Partners Fund II, L.P., or any other affiliated entity of Ridgeline Capital Partners, were found. No representations adverse to any Ridgeline entity were identified.
D. Proposed Underwriters
The Company has indicated that the following underwriters have been selected for the proposed IPO. The underwriting syndicate structure and individual allocations remain subject to final negotiation and documentation.
1. Pinnacle Securities LLC — Lead Book-Running Managing Underwriter
Search Result: No conflicts identified. The coliliCheck search confirmed that C&H has acted as issuer's counsel in prior transactions where Pinnacle Securities LLC served as a book-running underwriter, including the IPOs of Cerulean Technologies Inc. (2020), Apex Medical Devices Corp. (2019), and Brightline Communications Inc. (2018). All of these prior engagements involved the standard relationship between issuer's counsel and underwriter counsel in the context of a capital markets transaction. There are no current matters adverse to Pinnacle Securities LLC. This relationship is analyzed in Section IV.C below.
2. Whitfield & Company LLC — Joint Book-Running Managing Underwriter
Search Result: No conflicts identified. No current or prior representations of Whitfield & Company LLC were found, and no representations adverse to Whitfield & Company LLC were identified.
3. Graystone Capital Markets Inc. — Co-Manager
Search Result: No conflicts identified. No current or prior representations of Graystone Capital Markets Inc. were found, and no representations adverse to Graystone Capital Markets Inc. were identified.
E. Underwriters' Counsel
Search Result: No conflicts identified. Hargrove & Liddell LLP is a nationally recognized law firm with which Calderwood & Harkness LLP has cooperated on numerous prior capital markets transactions, in each case with C&H serving as issuer's counsel and Hargrove & Liddell serving as underwriters' counsel (or vice versa). This is a standard professional relationship in which the two firms represent different parties to the same transaction with generally aligned, though not identical, interests. The relationship between issuer's counsel and underwriters' counsel is well established in capital markets practice and does not give rise to any conflict of interest. No current matters adverse to Hargrove & Liddell LLP were identified.
F. Independent Auditor
Search Result: No conflicts identified. No current or prior representations of Meridian & Howe LLP were found, and no representations adverse to Meridian & Howe LLP were identified. Meridian & Howe LLP is an independent registered public accounting firm, and C&H's role as issuer's counsel does not create any conflict with respect to the auditor's engagement.
G. Other Key Service Providers and Counterparties
In connection with the preparation of the Registration Statement and the Company's transition to public-company status, the following additional parties have been identified as material service providers, counterparties, or agents. Each has been searched as part of the comprehensive conflicts clearance process.
1. Broadleaf Transfer Services Inc. — Proposed Transfer Agent and Registrar
Search Result: No conflicts identified. No current or prior representations of or adverse to Broadleaf Transfer Services Inc. were found.
2. Terrace Hill Insurance Group Ltd. — Proposed D&O Insurer
Search Result: No conflicts identified. No current or prior representations of or adverse to Terrace Hill Insurance Group Ltd. or Terrace Hill Insurance Company of America were found. The procurement of D&O insurance is a standard component of IPO preparation and does not create any conflict between the Firm and the insurer.
3. Hennessy Consulting Group LLC — Financial Printer / EDGAR Filing Agent
Search Result: No conflicts identified. No current or prior representations of or adverse to Hennessy Consulting Group LLC were found.
4. Brindoval Data Centers LLC — Infrastructure Provider (Material Contract Counterparty)
Search Result: No conflicts identified. No current or prior representations of or adverse to Brindoval Data Centers LLC were found.
5. Nordwell Financial Technologies Inc. — Strategic Partner (Material Contract Counterparty)
Search Result: No conflicts identified. No current or prior representations of or adverse to Nordwell Financial Technologies Inc. were found.
6. Ashford National Bank — Revolving Credit Lender (Material Contract Counterparty)
Search Result: No conflicts identified. No current or prior representations of or adverse to Ashford National Bank were found. The Firm does not currently represent Ashford National Bank in any capacity.
7. Capitol Registered Agents LLC — Registered Agent in Delaware
Search Result: No conflicts identified. No current or prior representations of or adverse to Capitol Registered Agents LLC were found. Capitol Registered Agents LLC provides registered agent services to numerous Delaware entities and is not a party with whom the Firm has any substantive relationship.
IV. ANALYSIS OF POTENTIAL CONFLICTS AND RELATIONSHIPS REQUIRING NOTATION
The conflicts searches described in Section III above identified three prior relationships or engagements that, while not giving rise to any actual or potential conflict of interest, are noted herein for the record in accordance with the Firm's policies requiring documentation of any historical connection between the Firm and parties to a proposed engagement. Each relationship is analyzed below.
A. Prior Engagement Involving Verdant Software Corp.
Background. Samuel Adebayo, an independent member of the Board of Directors of Lumos Analytics Inc., previously served as Chief Financial Officer of Verdant Software Corp. from 2015 to 2019. Calderwood & Harkness LLP represented Verdant Software Corp. in a commercial contract dispute with a third-party software vendor (Matter No. 1008-00002). That engagement was handled by the Firm's General Commercial Litigation group and was closed in 2019 upon resolution of the dispute. The matter did not involve Mr. Adebayo personally as a party, as a witness, or as a primary contact for the engagement; the Firm's primary contacts at Verdant during that engagement were Verdant's General Counsel and outside litigation counsel coordinator.
Analysis. The prior representation of Verdant Software Corp. does not create any conflict of interest in connection with the proposed representation of Lumos Analytics Inc. for the following reasons:
(i) The Firm does not currently represent Verdant Software Corp. in any matter. The prior engagement was closed in 2019, and no ongoing attorney-client relationship exists with Verdant.
(ii) The prior matter involved a commercial contract dispute that is entirely unrelated to the subject matter of the proposed Lumos IPO engagement. There is no overlap in factual or legal issues.
(iii) Mr. Adebayo departed Verdant Software Corp. in 2019 and currently serves solely in his capacity as an independent director of Lumos. The Firm's representation of Lumos is not adverse to Verdant, and Mr. Adebayo is not being represented in any individual capacity.
(iv) No confidential information obtained during the prior Verdant engagement is material to, or could be used in connection with, the proposed Lumos engagement.
(v) No duty of loyalty to Verdant Software Corp. as a former client is implicated, because the proposed Lumos engagement is not "substantially related" to the prior Verdant matter within the meaning of Rule 1.9 of the New York Rules of Professional Conduct.
Conclusion: No conflict of interest exists. No waiver or informed consent is required.
B. Prior Engagement Involving Arclight Equity Group Fund V, L.P.
Background. Calderwood & Harkness LLP previously acted as lender's counsel in a secured credit facility transaction involving a portfolio company of Arclight Equity Group Fund V, L.P. (Matter No. 1008-00002). That engagement was handled by the Firm's Finance group and was closed in 2018. In that transaction, the Firm represented the agent bank and lending syndicate in a credit facility extended to a portfolio company of Arclight Equity Group Fund V, L.P. The engagement did not involve any adversity to Arclight Equity Group or any of its affiliated funds, general partners, or principals. Arclight was not a counterparty, guarantor, or borrower in the transaction; the portfolio company was the borrower, and Arclight's involvement was limited to its role as a sponsor and equity holder of the borrower entity.
Arclight Equity Group Fund VII, L.P. — a separate and distinct fund from Fund V — is a stockholder of Lumos Analytics Inc. and is proposed to be a selling stockholder in the IPO. Additionally, two individuals affiliated with Arclight Equity Group (Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner) serve as members of the Lumos Board of Directors.
Analysis. The prior engagement involving a portfolio company of Arclight Equity Group Fund V, L.P. does not create any conflict of interest in connection with the proposed representation of Lumos Analytics Inc. for the following reasons:
(i) The prior matter involved a different fund (Fund V) from the fund that holds equity in Lumos (Fund VII). While both funds are managed by affiliates of Arclight Equity Group, they are separate legal entities with distinct limited partner bases and investment portfolios.
(ii) The Firm's role in the prior engagement was as lender's counsel, and the engagement did not involve any adversity to Arclight Equity Group or any of its affiliated funds. Arclight was not a party to the credit agreement and was not a borrower or guarantor.
(iii) There is no current engagement with any Arclight entity. The prior matter has been closed since 2018.
(iv) In the proposed Lumos IPO, C&H's representation of Lumos as issuer's counsel is not adverse to Arclight Equity Group Fund VII, L.P. To the contrary, Arclight's interests as a stockholder and selling stockholder in the IPO are generally aligned with the Company's interest in completing a successful public offering at an appropriate valuation. Any potential divergence of interest between selling stockholders and the Company in an IPO context is customary and does not rise to the level of a conflict of interest for issuer's counsel.
(v) Arclight Equity Group Fund VII, L.P. will be separately represented to the extent necessary by its own counsel in connection with any selling stockholder matters, including the negotiation of selling stockholder provisions in the Underwriting Agreement and the Custody Agreement.
Conclusion: No conflict of interest exists. No waiver or informed consent is required.
C. Prior Transactions Involving Pinnacle Securities LLC
Background. Calderwood & Harkness LLP has served as issuer's counsel in multiple prior initial public offering and follow-on offering transactions in which Pinnacle Securities LLC served as a book-running managing underwriter. These prior engagements include the IPOs of Cerulean Technologies Inc. (2020), Apex Medical Devices Corp. (2019), and Brightline Communications Inc. (2018), among others. In each of these transactions, C&H represented the issuer, and Pinnacle Securities LLC participated as an underwriter, with its interests represented by separate underwriters' counsel. These are standard, arm's-length transactional relationships that are ubiquitous in the capital markets practice area.
In the proposed Lumos IPO, Pinnacle Securities LLC is proposed to serve as the lead book-running managing underwriter. The underwriters' interests will be represented by Hargrove & Liddell LLP.
Analysis. The Firm's prior transactional relationships with Pinnacle Securities LLC do not create any conflict of interest in connection with the proposed Lumos engagement for the following reasons:
(i) In each prior transaction, C&H represented the issuer, not Pinnacle. No attorney-client relationship between C&H and Pinnacle was created in any of these transactions, and no confidential information of Pinnacle was received by C&H.
(ii) The relationship between issuer's counsel and underwriters in an IPO is a standard, well-recognized transactional relationship. While the underwriting agreement is negotiated at arm's length between the issuer and the underwriters, the fundamental interests of the parties are generally aligned in completing the offering. This type of arm's-length negotiation does not constitute adversity within the meaning of the conflict of interest rules.
(iii) There are no current matters in which C&H represents any party adverse to Pinnacle Securities LLC.
(iv) Pinnacle's interests in the proposed Lumos IPO will be represented by separate counsel (Hargrove & Liddell LLP), ensuring that any divergence in interests between the issuer and the underwriters (such as pricing, allocation, and indemnification provisions) will be addressed through independent legal representation.
(v) The Firm's familiarity with Pinnacle as a repeat participant in capital markets transactions is a common feature of capital markets practice and is, in fact, beneficial to the efficiency and quality of transaction execution.
Conclusion: No conflict of interest exists. No waiver or informed consent is required.
V. CONCLUSION AND CLEARANCE RECOMMENDATION
All required conflicts searches have been completed as of November 5, 2021, using the Firm's coliliCheck proprietary conflicts management system and supplementary manual review of active and recently closed matter lists across all relevant practice groups, as described in detail in this memorandum.
No conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Lumos Analytics Inc. as issuer's counsel in connection with the proposed initial public offering of Class A Common Stock on the Nasdaq Global Select Market.
Three prior relationships have been identified and noted for the record:
(a) A prior representation of Verdant Software Corp. (a company at which Lumos independent director Samuel Adebayo formerly served as CFO), in an unrelated commercial contract matter closed in 2019;
(b) A prior representation as lender's counsel in an unrelated financing transaction involving a portfolio company of Arclight Equity Group Fund V, L.P. (a separate fund from the Arclight fund that holds equity in Lumos), closed in 2018; and
(c) Prior transactional relationships with Pinnacle Securities LLC (the proposed lead book-running managing underwriter for the Lumos IPO) in which C&H served as issuer's counsel in unrelated capital markets transactions.
None of these three relationships gives rise to an actual or potential conflict of interest under the New York Rules of Professional Conduct (Rules 1.7, 1.8, 1.9, 1.10, and 1.13) or under Calderwood & Harkness LLP's internal Conflicts of Interest and New Business Intake Policies. No waivers, consents, or ethical screens are required in connection with any of these relationships.
Recommendation: The proposed engagement may proceed. The engagement letter between Calderwood & Harkness LLP and Lumos Analytics Inc. may be executed on the proposed date of November 8, 2021, subject to final approval by the Responsible Partner.
This memorandum should be retained in the matter file for Matter No. 1008-00002 as a permanent record of the conflicts clearance process conducted in connection with this engagement. In the event that additional parties are identified during the course of the engagement (including, without limitation, additional underwriters, selling stockholders, material contract counterparties, or parties to transactions referenced in the Registration Statement), supplemental conflicts searches should be conducted and documented in accordance with the Firm's standard procedures.
VI. SIGNATURES
Prepared by:
________________________________________
Audrey Zhou Lead Associate, Capital Markets Group Calderwood & Harkness LLP
Date: November 5, 2021
Reviewed and Approved by:
________________________________________
Robert Adeyemi Responsible Partner, Capital Markets Group Calderwood & Harkness LLP
Date: November 5, 2021
APPENDIX A — CONFLICTS SEARCH LOG
The following table summarizes each search query run in connection with the conflicts clearance for Matter No. 1008-00002. All searches were conducted using Calderwood & Harkness LLP's coliliCheck conflicts management system (Version 8.4) and supplementary manual review of active and recently closed matter lists. The initials "AZ" refer to the searching attorney, Audrey Zhou, Lead Associate, Capital Markets Group.
Certification: The undersigned confirms that the above search log accurately and completely reflects all conflicts searches conducted in connection with Matter No. 1008-00002 and that all known affiliates, subsidiaries, and related persons of the parties listed in Section III of this memorandum have been covered by the searches described herein.
________________________________________
Audrey Zhou Lead Associate, Capital Markets Group Calderwood & Harkness LLP
Date: November 5, 2021
END OF MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1008-00002
Role | Attorney | Practice Group
Responsible Partner | Robert Adeyemi | Capital Markets
Billing Partner | Jennifer Kwon | Capital Markets
Lead Associate | Audrey Zhou | Capital Markets
Working Associate | Brendan Walsh | Capital Markets
Tax Specialist Partner | Sylvia Hartwell | Tax
Data Field | Information
Full Legal Name | Lumos Analytics Inc.
Short Names / D/B/A | Lumos; Lumos AI
Entity Type | Delaware C-corporation
Employer Identification Number (EIN) | 82-3194567
Delaware Secretary of State File Number | 6281934
State of Incorporation | Delaware
Foreign Qualifications | California, New York, Texas, Illinois
Registered Agent | Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
Principal Executive Offices | 450 Folsom Street, Suite 1200, San Francisco, CA 94105
Date of Incorporation | March 14, 2016
Business Description | Cloud-based, artificial intelligence-driven analytics platform serving financial institutions; software-as-a-service (SaaS) delivery model; product offerings include fraud detection, transaction monitoring, regulatory reporting, and predictive risk modeling solutions
Data Field | Information
Full Legal Name | Velthryn Venture Partners Fund IV, L.P.
General Partner | Velthryn Venture Partners Management IV, LLC
Principal | Jonathan Tsai, Managing Partner
Entity Type | Delaware limited partnership
Principal Office Address | 2100 Sand Hill Road, Suite 300, Menlo Park, CA 94025
Ownership Stake | Approximately 21.0% of fully diluted pre-IPO shares (24,800,000 shares of Series C and Series D Preferred Stock out of 118,200,000 fully diluted shares)
Role in IPO | Selling stockholder (up to 2,000,000 shares of Class A Common Stock upon conversion of Preferred Stock)
Data Field | Information
Full Legal Name | Arclight Equity Group Fund VII, L.P.
General Partner | Arclight Equity Management VII, LLC
Principals | Rebecca Stahl, Partner; Catherine Mercer, Operating Partner
Entity Type | Delaware limited partnership
Principal Office Address | 780 Third Avenue, 22nd Floor, New York, NY 10017
Ownership Stake | Approximately 15.7% of fully diluted pre-IPO shares (18,600,000 shares of Series B and Series C Preferred Stock out of 118,200,000 fully diluted shares)
Role in IPO | Selling stockholder (up to 1,500,000 shares of Class A Common Stock upon conversion of Preferred Stock)
Data Field | Information
Full Legal Name | Ridgeline Capital Partners Fund II, L.P.
Principal | Diane Ochoa, Managing Partner
Entity Type | Delaware limited partnership
Principal Office Address | 525 University Avenue, Suite 400, Palo Alto, CA 94301
Ownership Stake | Approximately 7.8% of fully diluted pre-IPO shares (9,200,000 shares of Series A Preferred Stock out of 118,200,000 fully diluted shares)
Role in IPO | Not a selling stockholder; subject to a 180-day lock-up agreement
Data Field | Information
Full Legal Name | Pinnacle Securities LLC
Entity Type | Delaware limited liability company; FINRA-registered broker-dealer
Key Contacts | Andrew Castellano, Managing Director (Coverage); Lisa Drummond, Managing Director (Equity Capital Markets)
Principal Office Address | 399 Park Avenue, New York, NY 10022
Role | Lead book-running managing underwriter
Data Field | Information
Full Legal Name | Whitfield & Company LLC
Entity Type | Delaware limited liability company; FINRA-registered broker-dealer
Key Contact | Derek Kaplan, Managing Director
Principal Office Address | 200 Vesey Street, 38th Floor, New York, NY 10281
Role | Joint book-running managing underwriter
Data Field | Information
Full Legal Name | Graystone Capital Markets Inc.
Entity Type | New York corporation; FINRA-registered broker-dealer
Key Contact | Hannah Morales, Managing Director
Principal Office Address | 140 Broadway, 30th Floor, New York, NY 10005
Role | Co-Manager
Data Field | Information
Full Legal Name | Hargrove & Liddell LLP
Entity Type | New York limited liability partnership
Lead Partner | Michael Sorrentino (Capital Markets)
Lead Associate | Anika Patel
Principal Office Address | 601 Lexington Avenue, New York, NY 10022
Role | Counsel to the underwriters in connection with the IPO
Data Field | Information
Full Legal Name | Meridian & Howe LLP
Entity Type | Delaware limited liability partnership; independent registered public accounting firm (registered with the PCAOB)
Audit Partner | Gregory Simmons, CPA
Principal Office Address | 555 Mission Street, Suite 2500, San Francisco, CA 94105
Role | Audited the consolidated financial statements of Lumos Analytics Inc. for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 (in progress); will provide comfort letters and consent for incorporation by reference into the Registration Statement
Data Field | Information
Full Legal Name | Broadleaf Transfer Services Inc.
Entity Type | New York corporation
Principal Office Address | 250 Royall Street, Canton, MA 02021
Role | Proposed transfer agent and registrar for the Company's Class A Common Stock
Data Field | Information
Full Legal Name | Terrace Hill Insurance Group Ltd. (parent); Terrace Hill Insurance Company of America (U.S. operating subsidiary)
Entity Type | Bermuda exempted company (parent); New York-domiciled insurance company (U.S. subsidiary)
Key Contact | Julia Brennan, D&O Underwriter
Principal Office Address (U.S.) | 120 Broadway, Suite 2100, New York, NY 10271
Role | Proposed carrier for directors' and officers' liability insurance policy; proposed coverage includes $30 million aggregate limit, six-year discovery period (tail), with an estimated annual premium of approximately $2.4 million
Data Field | Information
Full Legal Name | Hennessy Consulting Group LLC
Entity Type | Delaware limited liability company
Key Contact | Martin Royce
Principal Office Address | 1166 Avenue of the Americas, 15th Floor, New York, NY 10036
Role | Financial printer and EDGAR filing agent for the Registration Statement and related SEC filings
Data Field | Information
Full Legal Name | Brindoval Data Centers LLC
Entity Type | Virginia limited liability company
Material Contract | Master Cloud Services Agreement dated January 15, 2021; five-year initial term; $8.2 million annual minimum commitment
Role | Provider of cloud infrastructure and data center services to the Company; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field | Information
Full Legal Name | Nordwell Financial Technologies Inc.
Entity Type | Delaware corporation
Material Contract | Strategic Partnership Agreement dated March 30, 2021; three-year initial term; provides for integration of Nordwell's payment processing technology with the Lumos platform
Role | Strategic partner; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field | Information
Full Legal Name | Ashford National Bank
Entity Type | National banking association, chartered by the Office of the Comptroller of the Currency (OCC)
Material Contract | Revolving Credit Facility Agreement dated June 1, 2021; $50,000,000 revolving credit commitment; interest rate of SOFR plus 275 basis points; maturity date of June 1, 2024; approximately $15,000,000 drawn as of most recent reporting period
Role | Lender under the Company's revolving credit facility; this agreement has been identified as a material contract expected to be filed as an exhibit to the Registration Statement
Data Field | Information
Full Legal Name | Capitol Registered Agents LLC
Entity Type | Delaware limited liability company
Principal Office Address | 850 New Burton Road, Suite 201, Dover, DE 19904
Role | Registered agent for service of process for Lumos Analytics Inc. in the State of Delaware
No. | Search Query (Entity / Individual Name) | Date of Search | System(s) Searched | Results Summary | Searching Attorney
1 | Lumos Analytics Inc. (incl. "Lumos," "Lumos AI") | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
2 | Priya Subramanian | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
3 | Marcus Henley | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
4 | David Lau | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
5 | Naomi Feinberg | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
6 | Tomás Aguilar | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
7 | Diane Ochoa | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
8 | Samuel Adebayo | 11/3/2021 | ColiliCheck; Manual Review | No individual results; cross-ref. to Verdant Software Corp. (see #26) | AZ
9 | Catherine Mercer | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
10 | Jonathan Tsai | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
11 | Rebecca Stahl | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
12 | Velthryn Venture Partners Fund IV, L.P. (incl. "Velthryn Venture Partners," "Velthryn Venture Partners Management IV, LLC," all affiliated funds) | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
13 | Arclight Equity Group Fund VII, L.P. (incl. "Arclight Equity Group," "Arclight Equity Management VII, LLC," all affiliated funds) | 11/3/2021 | ColiliCheck; Manual Review | Historical result: C&H acted as lender's counsel in matter involving portfolio company of Arclight Equity Group Fund V, L.P. (closed 2018); no adversity to Arclight. See Section IV.B. | AZ
14 | Ridgeline Capital Partners Fund II, L.P. (incl. "Ridgeline Capital Partners," all affiliated entities) | 11/3/2021 | ColiliCheck; Manual Review | No results found | AZ
15 | Pinnacle Securities LLC | 11/4/2021 | ColiliCheck; Manual Review | Historical results: C&H served as issuer's counsel in prior IPOs where Pinnacle served as underwriter (2018, 2019, 2020); no current adverse matters. See Section IV.C. | AZ
16 | Andrew Castellano | 11/4/2021 | ColiliCheck | No results found | AZ
17 | Lisa Drummond | 11/4/2021 | ColiliCheck | No results found | AZ
18 | Whitfield & Company LLC | 11/4/2021 | ColiliCheck; Manual Review | No results found | AZ
19 | Derek Kaplan | 11/4/2021 | ColiliCheck | No results found | AZ
20 | Graystone Capital Markets Inc. | 11/4/2021 | ColiliCheck; Manual Review | No results found | AZ
21 | Hannah Morales | 11/4/2021 | ColiliCheck | No results found | AZ
22 | Hargrove & Liddell LLP (incl. Michael Sorrentino, Anika Patel) | 11/4/2021 | ColiliCheck; Manual Review | No conflicts; recognized peer law firm with prior cooperative transaction history | AZ
23 | Meridian & Howe LLP (incl. Gregory Simmons) | 11/4/2021 | ColiliCheck; Manual Review | No results found | AZ
24 | Broadleaf Transfer Services Inc. | 11/4/2021 | ColiliCheck | No results found | AZ
25 | Terrace Hill Insurance Group Ltd. (incl. Terrace Hill Insurance Company of America, Julia Brennan) | 11/4/2021 | ColiliCheck; Manual Review | No results found | AZ
26 | Verdant Software Corp. | 11/4/2021 | ColiliCheck; Manual Review | Historical result: C&H represented Verdant in unrelated commercial contract matter (closed 2019); no current engagement. See Section IV.A. | AZ
27 | Hennessy Consulting Group LLC (incl. Martin Royce) | 11/5/2021 | ColiliCheck | No results found | AZ
28 | Brindoval Data Centers LLC | 11/5/2021 | ColiliCheck; Manual Review | No results found | AZ
29 | Nordwell Financial Technologies Inc. | 11/5/2021 | ColiliCheck; Manual Review | No results found | AZ
30 | Ashford National Bank | 11/5/2021 | ColiliCheck; Manual Review | No results found | AZ
31 | Capitol Registered Agents LLC | 11/5/2021 | ColiliCheck | No results found | AZ

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

MATTER NUMBER: 1008-00002

I. PURPOSE AND SUMMARY

II. SCOPE OF CONFLICTS SEARCH

III. PARTIES SEARCHED

IV. ANALYSIS OF POTENTIAL CONFLICTS AND RELATIONSHIPS REQUIRING NOTATION

V. CONCLUSION AND CLEARANCE RECOMMENDATION

VI. SIGNATURES

END OF MEMORANDUM

Record

Parties

Dates

Amounts