1008-00002 · Lumos Analytics Inc · Engagement & Organization

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CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105 Telephone: (415) 772-8000 Facsimile: (415) 772-8001

New York Office: 425 Lexington Avenue, 42nd Floor New York, New York 10017 Telephone: (212) 506-3200 Facsimile: (212) 506-3201

www.calderwoodharkness.com

November 8, 2021

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

Firm Matter No. 1008-00002

Dear Ms. Feinberg:

We are pleased that Lumos Analytics Inc. ("Lumos" or the "Company") has selected Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share. We understand that the Company intends to list its Class A Common Stock on the Nasdaq Global Select Market. This engagement letter (this "Letter" or "Engagement Letter") sets forth the terms and conditions upon which the Firm will provide legal services to the Company in connection with the proposed IPO. We have assigned Firm matter number 1008-00002 to this engagement. We ask that you reference this matter number in all future correspondence.

We have enjoyed our preliminary discussions with you and the Lumos management team, and we look forward to working closely with you throughout the IPO process. The terms and conditions governing our representation are set forth in detail below.

1. Scope of Engagement

The Firm will serve as issuer's counsel to the Company in connection with the proposed IPO. The scope of our engagement is expected to include, without limitation, the following:

(a) Preparation, filing, and prosecution of a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC"), including all amendments and supplements thereto;

(b) Preparation of a preliminary prospectus (commonly referred to as the "Red Herring") and a final prospectus to be included as part of the Registration Statement, together with any supplements to such prospectuses;

(c) Preparation and confidential submission of a Draft Registration Statement ("DRS") to the SEC pursuant to Title I of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), to the extent the Company qualifies as an "emerging growth company" within the meaning of Section 2(a)(19) of the Securities Act;

(d) Review of and preparation of responses to any comment letters issued by the Staff of the SEC's Division of Corporation Finance with respect to the DRS, the Registration Statement, or any amendments or supplements thereto, including coordination with Company management and the Company's independent auditor as necessary to address such comments;

(e) Advice on corporate governance matters related to the IPO, including preparation of an amended and restated certificate of incorporation and amended and restated bylaws of the Company to be adopted in connection with, and become effective upon, the effectiveness of the Registration Statement;

(f) Preparation of board and committee charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Company's Board of Directors, to comply with the listing standards of the Nasdaq Stock Market LLC and applicable rules and regulations of the SEC;

(g) Preparation of board resolutions and stockholder consents necessary to authorize the Offering, the filing of the Registration Statement, the issuance of shares of Class A Common Stock in the Offering, the adoption of the amended and restated organizational documents, and all related corporate actions;

(h) Review and negotiation of the underwriting agreement between the Company and the underwriters named therein (the "Underwriting Agreement"), as well as related syndicate documentation, including the agreement among underwriters;

(i) Review and preparation of lock-up agreements to be executed by the Company's directors, officers, and certain stockholders in connection with the Offering;

(j) Preparation of an insider trading compliance policy, including guidelines with respect to trading windows, pre-clearance procedures, and reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(k) Due diligence review of the Company's corporate records, organizational documents, capitalization, material contracts, intellectual property portfolio, pending and threatened litigation, regulatory matters, employee benefits plans, real property interests, insurance coverages, and other matters customarily reviewed in connection with an initial public offering;

(l) Tax analysis in connection with the Offering, to be performed by the Firm's Tax Group, including analysis of Section 368 and Section 351 implications arising from historical restructuring transactions, qualified small business stock ("QSBS") status under Section 1202 of the Internal Revenue Code of 1986, as amended, and state tax nexus matters relevant to the Company and its stockholders;

(m) Preparation of a blue sky/state securities law compliance survey identifying exemptions from state registration and qualification requirements available for the Offering;

(n) Legal review of testing-the-waters materials, road show presentations (including electronic road show content), and any free writing prospectuses filed or used in connection with the Offering, to ensure compliance with applicable provisions of the Securities Act, SEC rules and regulations, and FINRA guidelines;

(o) Rendering legal opinions as required by the Registration Statement and the Underwriting Agreement, including the opinion of issuer's counsel to be filed as an exhibit to the Registration Statement and the closing opinion to be delivered to the underwriters at closing;

(p) Assistance with the preparation and filing of the Company's application for listing of the Class A Common Stock on the Nasdaq Global Select Market, and coordination with Nasdaq Listing Qualifications staff as necessary;

(q) Coordination with the underwriters — namely, Pinnacle Securities LLC, as lead book-running managing underwriter, Whitfield & Company LLC, as joint book-running managing underwriter, and Graystone Capital Markets Inc., as co-manager (collectively, the "Underwriters") — as well as with underwriters' counsel, Hargrove & Liddell LLP; the Company's independent registered public accounting firm, Meridian & Howe LLP; the transfer agent and registrar, Broadleaf Transfer Services Inc.; the financial printer and EDGAR filing agent, Hennessy Consulting Group LLC; and such other parties to the transaction as may be reasonably necessary; and

(r) Such other legal services as are customarily provided by issuer's counsel in connection with an initial public offering of the nature contemplated herein, as mutually agreed upon by the Firm and the Company.

Notwithstanding the foregoing, the scope of this engagement does not include, and the Firm shall not be responsible for, the following:

(i) Acting as counsel to any underwriter, selling stockholder, or any other party to the transaction other than the Company;

(ii) Preparation of audited or unaudited financial statements, which shall remain the sole responsibility of the Company's management and Meridian & Howe LLP as the Company's independent registered public accounting firm;

(iii) Non-U.S. regulatory filings, foreign securities law compliance, or any advice regarding the laws of jurisdictions outside of the United States;

(iv) Any matter not directly related to the proposed IPO as described in this Section 1, unless separately agreed in writing by the Firm and the Company in a supplemental engagement letter or written amendment to this Letter.

The Company acknowledges that in the course of the engagement, the scope of our representation may evolve as the transaction develops. Should matters arise that are outside the scope described above but that the Company wishes us to address, we will discuss such matters and, where appropriate, enter into a supplemental agreement or amendment to this Letter to memorialize any expanded scope and associated fee arrangements.

2. Staffing

The Firm has assembled a team with significant experience in capital markets transactions, securities regulation, corporate governance, and tax to serve the Company's needs throughout the IPO process. The core members of the engagement team are as follows:

Responsible Partner: Robert Adeyemi, Partner, Capital Markets Group. Robert will have overall responsibility for the engagement and will serve as the primary relationship partner. He will oversee all aspects of the Firm's representation, provide strategic guidance throughout the IPO process, lead negotiations with underwriters' counsel, and be available for consultation on all significant matters arising in connection with the Offering.

Billing Partner: Jennifer Kwon, Partner, Capital Markets Group. Jennifer will be responsible for billing, fee arrangements, and financial administration of the engagement. She will oversee the preparation and issuance of invoices, monitor accrued fees and disbursements against the Fee Cap described in Section 3 below, and serve as the point of contact for any billing-related inquiries.

Lead Associate: Audrey Zhou, Capital Markets Group. Audrey will serve as the day-to-day lead associate on the engagement and will be the primary point of contact for document drafting, SEC filing coordination, and overall workstream management. Audrey will be responsible for managing the document production timeline, coordinating with Hennessy Consulting Group LLC on EDGAR filings, and ensuring that all deliverables are completed in accordance with the project schedule.

Working Associate: Brendan Walsh, Capital Markets Group. Brendan will support the engagement team with due diligence review, preparation of ancillary documents (including board resolutions, stockholder consents, lock-up agreements, and committee charters), and legal research as required.

Tax Specialist: Sylvia Hartwell, Partner, Tax Group. Sylvia will advise on all tax-related aspects of the Offering, including analysis of Section 368 and Section 351 implications, qualified small business stock ("QSBS") analysis under Section 1202, state tax nexus matters, and any other tax issues that may arise during the course of the engagement.

The Firm may, from time to time, assign additional attorneys, paralegals, and professional staff to the engagement as reasonably necessary to meet the demands of the transaction timeline. The Firm will provide the Company with advance notice of any such additional staffing assignments, including the identity of newly assigned attorneys and their applicable billing rates. Any rate changes for newly assigned attorneys or staff will be communicated to the Company in advance of such individuals commencing work on the engagement.

3. Fees and Expenses

3.1 Fee Arrangement

Fees for legal services rendered in connection with this engagement will be billed on an hourly basis in accordance with the Firm's standard billing rates in effect at the time the services are rendered. Our hourly rates reflect the experience, skill, and expertise of the individual professionals providing services, as well as the complexity and nature of the work performed.

The current standard hourly rates (2021 rates) for the core members of the engagement team and applicable categories of timekeepers are as follows:

The specific rates applicable to the named members of the engagement team are as follows:

The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Company will be notified in writing of any rate changes prior to the effective date of such adjustments. In the event that the engagement extends beyond December 31, 2021, updated rates for the 2022 calendar year will apply to services rendered on or after January 1, 2022.

3.2 Fee Cap

Notwithstanding the hourly billing arrangement described in Section 3.1, the total legal fees (exclusive of out-of-pocket disbursements and expenses described in Section 3.3) for the engagement shall not exceed One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) (the "Fee Cap"). The Fee Cap is intended to provide the Company with budgetary certainty and covers all professional services rendered by C&H attorneys, paralegals, and staff in connection with the IPO engagement as described in Section 1 of this Letter.

For the avoidance of doubt, the Fee Cap does not include:

(a) Out-of-pocket disbursements and expenses, as described in Section 3.3 below, which will be billed separately and are not subject to the Fee Cap;

(b) Services rendered in connection with any matter that falls outside the scope of this engagement as defined in Section 1, including any supplemental engagements agreed upon by the Firm and the Company in writing;

(c) Any post-IPO advisory work, including periodic reporting obligations under the Exchange Act, proxy statement preparation, secondary offerings, or other capital markets transactions, each of which would be subject to a separate engagement letter with its own fee arrangements.

If the Offering is withdrawn, delayed beyond the anticipated timeline, or restructured as an alternative transaction, the Fee Cap shall nonetheless apply to all fees incurred by the Firm through the date of termination, withdrawal, or restructuring. The Firm will endeavor to keep the Company informed on a regular basis regarding the status of accrued fees relative to the Fee Cap and will promptly notify the Company if the Firm anticipates that accrued fees may approach or reach the Fee Cap level.

3.3 Disbursements and Expenses

In addition to legal fees, the Company will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Disbursements and expenses that may be incurred in connection with the IPO include, but are not limited to, the following:

(a) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals incurred in connection with road show attendance, organizational meetings, SEC Staff conferences, due diligence sessions, and other IPO-related travel;

(b) Filing fees, including the SEC registration fee calculated in accordance with Section 6(b) of the Securities Act and the Nasdaq listing application fee;

(c) Printing and document reproduction costs, including charges for the production of preliminary and final prospectuses, registration statement exhibits, and related materials;

(d) Courier, overnight delivery, postage, and telecommunications charges incurred in connection with the engagement;

(e) Charges for online legal research services, database access, and other electronic information services utilized in connection with the engagement; and

(f) Any other disbursements reasonably incurred by the Firm in the course of performing its obligations under this Letter.

Disbursements and expenses are not subject to the Fee Cap and will be billed separately as described in Section 3.4. The Firm will exercise reasonable judgment in incurring disbursements and will seek the Company's advance approval for any individual disbursement that is expected to exceed $5,000.

3.4 Billing and Payment Terms

Invoices for legal fees and disbursements will be rendered monthly and shall be payable within thirty (30) days of the date of each invoice. Each invoice will itemize fees by individual timekeeper, describing in reasonable detail the nature of the services rendered, together with a separate schedule of disbursements and expenses incurred during the billing period. All amounts invoiced are denominated in United States dollars.

The Firm reserves the right to request a retainer or advance payment at any time during the engagement, although no retainer or advance payment is required at the commencement of this engagement. If the Firm determines that a retainer is appropriate, it will discuss the matter with the Company's authorized representative in advance.

Late payments may be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until the date of payment.

4. Client Identification and Authority

The Firm's client in this engagement is Lumos Analytics Inc. only, a Delaware corporation (Employer Identification Number: 82-3194567; Delaware Division of Corporations File Number: 6281934). This engagement is undertaken solely for the benefit of the Company as an entity, and the Firm's duties and obligations under this Letter run exclusively to the Company.

The Firm does not represent, and this engagement does not create an attorney-client relationship with, any director, officer, employee, stockholder, affiliate, or other person or entity associated with the Company. Without limiting the generality of the foregoing, the Firm does not represent in connection with this engagement, and this Letter does not create an attorney-client relationship with, any of the following individuals or entities:

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

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

(d) Any other officer or employee of the Company;

(e) Any member of the Board of Directors of the Company in his or her individual capacity, including any independent director;

(f) Velthryn Venture Partners Fund IV, L.P.;

(g) Arclight Equity Group Fund VII, L.P.;

(h) Ridgeline Capital Partners Fund II, L.P.; or

(i) Any other stockholder, option holder, warrant holder, or holder of convertible securities of the Company, in their individual or entity capacities.

Each of the foregoing individuals and entities is encouraged to engage independent legal counsel for advice regarding their own rights, obligations, and interests in connection with the IPO.

The Company's authorized representatives for purposes of giving instructions, providing information, approving filings, and otherwise interacting with the Firm in connection with this engagement are:

(i) Naomi Feinberg, General Counsel & Corporate Secretary;

(ii) David Lau, Chief Financial Officer; and

(iii) Priya Subramanian, Chief Executive Officer.

The Firm shall be entitled to rely upon instructions received from any of the foregoing authorized representatives as binding upon the Company. The Company may designate additional authorized representatives by written notice to Robert Adeyemi.

5. Conflicts of Interest

5.1 Current Conflicts Check

The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and in compliance with the applicable Rules of Professional Conduct. The conflicts check covered the Company and its directors, officers, major stockholders (including Velthryn Venture Partners Fund IV, L.P., Arclight Equity Group Fund VII, L.P., and Ridgeline Capital Partners Fund II, L.P.), proposed Underwriters (Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc.), underwriters' counsel (Hargrove & Liddell LLP), and their respective affiliates, as identified by the Company and publicly available information.

Based on the Firm's review as documented in the Firm's internal conflicts clearance records, no conflicts of interest have been identified that would preclude the Firm's representation of Lumos Analytics Inc. in this engagement.

5.2 General Waiver / Advance Consent

The Company acknowledges that Calderwood & Harkness LLP is a large law firm with offices in multiple jurisdictions, employing a substantial number of attorneys who represent a wide and diverse range of clients across numerous industries and practice areas. It is possible, and indeed likely, that the Firm's other current and future clients may include financial institutions, investment funds, corporations, and other entities that are participants in the IPO, that compete with the Company, or that have interests that may differ from, or be adverse to, those of the Company in matters unrelated to this engagement.

By executing this Letter, the Company consents to the Firm's continued representation of other clients in matters that are not substantially related to this engagement, even if such clients are parties to or participants in the IPO (including, without limitation, the Underwriters, their affiliates, or investors), provided that:

(a) The Firm does not represent any such person or entity in a matter that is directly adverse to the Company in this specific IPO engagement; and

(b) The Firm maintains appropriate information barriers and ethical screens to ensure that confidential information of the Company is not disclosed to or accessible by attorneys working on behalf of any person or entity with interests adverse to the Company.

The Firm appreciates the Company's understanding in this regard and will exercise its professional judgment to ensure that the Company's interests are protected at all times during the course of this engagement.

5.3 Subsequent Conflicts

If a conflict of interest arises during the course of the engagement that was not identified during the initial conflicts check described in Section 5.1, or that arises as a result of changed circumstances, the Firm will promptly notify the Company in writing and will discuss with the Company's authorized representatives the appropriate steps to address such conflict. Such steps may include, without limitation:

(a) Seeking an additional waiver or consent from the Company and, where applicable, the other affected client;

(b) Implementing additional ethical screens or information barriers within the Firm; or

(c) If the conflict cannot be resolved through waiver or screening in a manner consistent with the applicable Rules of Professional Conduct, withdrawing from the engagement in accordance with Section 8 of this Letter.

The Firm is committed to transparency in its conflicts management and will keep the Company fully informed of any developments that may affect the Firm's ability to continue its representation.

6. Confidentiality

All information and documents provided by the Company to the Firm in connection with this engagement, including but not limited to financial data, business plans, technical information, trade secrets, customer and vendor information, personnel records, litigation files, and other proprietary or non-public information (collectively, "Confidential Information"), will be treated as confidential by the Firm and maintained in a manner consistent with the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the relevant jurisdictions.

The Firm will not disclose Confidential Information to any third party without the Company's prior written consent, except in the following limited circumstances:

(a) As required by applicable law, regulation, subpoena, court order, or other legal process, provided that the Firm will, to the extent practicable and permitted by law, provide the Company with advance notice of any such required disclosure so that the Company may seek protective relief;

(b) To the extent reasonably necessary to perform the services contemplated by this engagement, including, without limitation, in connection with the preparation and filing of the Registration Statement and related documents with the SEC, the conduct of due diligence, the delivery of comfort letter requests to the Company's independent auditor, and communications with the Underwriters, underwriters' counsel, and other transaction parties, in each case with the Company's understanding and authorization that such disclosures are inherent in the IPO process;

(c) As reasonably necessary for the Firm's internal administration, including conflicts checks, quality assurance reviews, and compliance with the Firm's professional and ethical obligations; and

(d) To the Firm's professional liability insurance carriers, in connection with any claim or potential claim relating to the engagement, to the extent reasonably necessary for the Firm's defense.

The Company acknowledges that certain information concerning the Company, its business, financial condition, and results of operations will become public upon the filing of the Registration Statement and related documents with the SEC, and that such publicly available information will no longer be subject to the confidentiality protections set forth in this Section 6.

The obligations of confidentiality set forth in this Section 6 shall survive the termination or completion of this engagement.

7. Document Retention

Upon completion or termination of the engagement, the Firm will retain the engagement files, including the Firm's work product, internal memoranda, correspondence, drafts, and copies of key transaction documents, in accordance with the Firm's standard document retention policies. Under the Firm's current retention policy, engagement files are maintained for a minimum of ten (10) years following the conclusion of the engagement, subject to modification in accordance with changes to the Firm's policies or applicable legal requirements.

Original client documents provided to the Firm during the course of the engagement will be returned to the Company upon written request. The Company should direct any such request to Robert Adeyemi or Audrey Zhou. The Firm reserves the right to retain copies of any original documents returned to the Company to the extent necessary for the Firm's records or to comply with professional obligations.

Following the expiration of the applicable retention period, the Firm may destroy the engagement files, including paper and electronic records, without further notice to the Company. If the Company wishes to obtain its files or any portion thereof prior to destruction, the Company should submit a written request to the Firm prior to the expiration of the retention period. The Company acknowledges that it is the Company's responsibility to maintain its own copies of all documents relating to the transaction.

8. Termination

8.1 Termination by the Company

The Company may terminate this engagement at any time, with or without cause, by providing written notice of termination to Robert Adeyemi, Partner, or Jennifer Kwon, Partner, at the Firm's San Francisco office address set forth above. Termination shall be effective upon receipt of such written notice by the Firm.

Upon termination of the engagement by the Company, the Company shall remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, subject to the Fee Cap set forth in Section 3.2. The Firm will issue a final invoice promptly following the effective date of termination, and such final invoice shall be payable in accordance with the payment terms set forth in Section 3.4.

8.2 Termination by the Firm

The Firm may withdraw from the engagement in accordance with the applicable Rules of Professional Conduct in circumstances including, but not limited to, the following:

(a) Non-payment of fees or expenses by the Company after written notice and the expiration of a reasonable cure period of not less than thirty (30) calendar days from the date of such notice;

(b) The Company's failure to cooperate with the Firm, to provide information or documentation reasonably necessary for the Firm to perform its obligations, or to follow the Firm's advice on material matters relating to the engagement;

(c) The emergence of a conflict of interest that cannot be resolved through the waiver, consent, or screening mechanisms described in Section 5, rendering continued representation impermissible under the applicable Rules of Professional Conduct;

(d) The Company's insistence on pursuing a course of action that the Firm reasonably believes to be illegal, unethical, or inconsistent with the Firm's professional obligations; or

(e) Any other circumstance that would make the Firm's continued representation unreasonable, impracticable, or inconsistent with the Firm's ethical duties.

In the event of withdrawal by the Firm, the Firm will provide the Company with reasonable advance notice and will take all steps reasonably necessary to protect the Company's interests, including facilitating an orderly transition of the engagement to successor counsel selected by the Company, turning over all work product and documents belonging to the Company, and cooperating with successor counsel as reasonably necessary to ensure continuity of the representation.

8.3 Effect of IPO Withdrawal or Postponement

If the Company elects to withdraw the Registration Statement, indefinitely postpone the Offering, or pursue an alternative transaction (such as a direct listing, a merger, or a private placement in lieu of the IPO), this engagement shall be deemed concluded as of the date the Company provides written notice of such decision to the Firm, or as of such later date as the parties may mutually agree in writing.

All fees earned and expenses incurred by the Firm through the date of termination or conclusion shall remain payable by the Company, subject to the Fee Cap set forth in Section 3.2. The termination provisions of this Section 8, including the Firm's obligation to cooperate in any transition to successor counsel and the Company's obligations with respect to outstanding fees and expenses, shall apply in full.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company for any and all claims, damages, losses, costs, or expenses arising out of, relating to, or in connection with this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Company to the Firm under this Engagement Letter.

The foregoing limitation of liability shall not apply to any claims arising from the Firm's willful misconduct or gross negligence. In no event shall the Firm be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages, regardless of whether the Firm has been advised of the possibility of such damages.

The Company acknowledges that the Firm's willingness to accept the Fee Cap set forth in Section 3.2 and the terms of this engagement generally are predicated, in part, upon the limitation of liability provisions contained in this Section 9.

10. Governing Law and Dispute Resolution

This Engagement Letter and the attorney-client relationship between the Firm and the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of the Company, including any dispute regarding the formation, interpretation, breach, or termination of this Letter, and including any claim relating to the quality, scope, or adequacy of the Firm's legal services (each, a "Dispute"), shall be submitted to final and binding arbitration administered by JAMS (or another nationally recognized arbitration organization mutually agreed upon by the parties) in New York, New York, in accordance with its then-applicable Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator with experience in legal malpractice and professional services disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The prevailing party in any Dispute resolved under this Section 10 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, in addition to any other relief awarded by the arbitrator.

Notwithstanding the foregoing, nothing in this Section 10 shall preclude either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the resolution of a Dispute through arbitration.

11. Re-Engagement Provisions

In the event that the IPO is not consummated during the current engagement and the Company subsequently determines to pursue an initial public offering or other public offering of its securities at a later date, the Company may re-engage the Firm to serve as issuer's counsel by providing written notice to Robert Adeyemi or such other partner as the Firm may designate at such time. Any such re-engagement shall be subject to:

(a) Execution of a new or supplemental engagement letter reflecting updated terms, fee arrangements, scope of services, and any other modifications appropriate in light of changed circumstances;

(b) Satisfactory completion of an updated conflicts check in accordance with the Firm's standard procedures and applicable Rules of Professional Conduct; and

(c) Availability of the engagement team described in Section 2 of this Letter, or such alternative team as may be mutually agreed upon by the Firm and the Company.

The Firm values the relationship with the Company and would be pleased to assist with any future public offering or other corporate matters. Nothing in this Section 11, however, shall be construed as obligating either the Company to re-engage the Firm or the Firm to accept any re-engagement.

12. Miscellaneous

(a) Entire Agreement. This Engagement Letter constitutes the entire agreement between the Firm and the Company regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, representations, and understandings between the parties relating to the engagement. No terms or conditions contained in any purchase order, acknowledgment, or other business form issued by the Company shall modify or supplement the terms of this Letter, regardless of whether the Firm signs or fails to object to any such form.

(b) Amendments. This Letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party granting the waiver.

(c) Severability. If any provision of this Engagement Letter is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, shall be severed from this Letter, and the remaining provisions shall continue in full force and effect.

(d) Counterparts and Electronic Signatures. This Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000), or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

(e) No Third-Party Beneficiaries. This Letter is for the sole benefit of the Firm and the Company and shall not confer any rights or remedies upon any person or entity that is not a party hereto.

(f) Headings. The section headings in this Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

(g) Notices. All notices required or permitted under this Letter shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier service, or sent by email (with confirmation of receipt) to the addresses set forth in this Letter, or to such other address as either party may designate by written notice to the other.

We are excited to work with you and the entire Lumos team on this important milestone for the Company. If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this Letter to me at your earliest convenience. We recommend retaining a copy for your files.

Please do not hesitate to contact me directly at (415) 772-8124 or radeyemi@calderwoodharkness.com, or Audrey Zhou at (415) 772-8237 or azhou@calderwoodharkness.com, if you have any questions regarding this Letter or the engagement generally.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Robert Adeyemi

Title: Partner, Capital Markets Group

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

AGREED AND ACCEPTED

The undersigned, on behalf of Lumos Analytics Inc., has read, understood, and agrees to the terms and conditions set forth in this Engagement Letter, dated November 8, 2021, and hereby confirms the engagement of Calderwood & Harkness LLP as issuer's counsel in connection with the proposed initial public offering of the Company's Class A Common Stock on the terms described herein.

LUMOS ANALYTICS INC.

By: ________

Name: Naomi Feinberg

Title: General Counsel & Corporate Secretary

Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, California 94105

Date: ________

Please return one signed copy of this Engagement Letter to Robert Adeyemi at the address set forth above, or by email to radeyemi@calderwoodharkness.com.

cc:

Priya Subramanian, Chief Executive Officer, Lumos Analytics Inc. David Lau, Chief Financial Officer, Lumos Analytics Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Audrey Zhou, Associate, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate Range
Partners	$1,150 – $1,450 per hour
Associates	$625 – $950 per hour
Paralegals / Legal Assistants	$350 – $450 per hour
Timekeeper	Title	2021 Hourly Rate
Robert Adeyemi	Partner	$1,425 per hour
Jennifer Kwon	Partner	$1,375 per hour
Sylvia Hartwell	Partner, Tax Group	$1,250 per hour
Audrey Zhou	Associate (7th year)	$925 per hour
Brendan Walsh	Associate (4th year)	$750 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
CALDERWOOD & HARKNESS LLP
1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105 Telephone: (415) 772-8000 Facsimile: (415) 772-8001
New York Office: 425 Lexington Avenue, 42nd Floor New York, New York 10017 Telephone: (212) 506-3200 Facsimile: (212) 506-3201
www.calderwoodharkness.com
November 8, 2021
Naomi Feinberg, Esq. General Counsel & Corporate Secretary Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, California 94105
Firm Matter No. 1008-00002
Dear Ms. Feinberg:
We are pleased that Lumos Analytics Inc. ("Lumos" or the "Company") has selected Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of the Company's Class A Common Stock, par value $0.0001 per share. We understand that the Company intends to list its Class A Common Stock on the Nasdaq Global Select Market. This engagement letter (this "Letter" or "Engagement Letter") sets forth the terms and conditions upon which the Firm will provide legal services to the Company in connection with the proposed IPO. We have assigned Firm matter number 1008-00002 to this engagement. We ask that you reference this matter number in all future correspondence.
We have enjoyed our preliminary discussions with you and the Lumos management team, and we look forward to working closely with you throughout the IPO process. The terms and conditions governing our representation are set forth in detail below.
1. Scope of Engagement
The Firm will serve as issuer's counsel to the Company in connection with the proposed IPO. The scope of our engagement is expected to include, without limitation, the following:
(a) Preparation, filing, and prosecution of a Registration Statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC"), including all amendments and supplements thereto;
(b) Preparation of a preliminary prospectus (commonly referred to as the "Red Herring") and a final prospectus to be included as part of the Registration Statement, together with any supplements to such prospectuses;
(c) Preparation and confidential submission of a Draft Registration Statement ("DRS") to the SEC pursuant to Title I of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), to the extent the Company qualifies as an "emerging growth company" within the meaning of Section 2(a)(19) of the Securities Act;
(d) Review of and preparation of responses to any comment letters issued by the Staff of the SEC's Division of Corporation Finance with respect to the DRS, the Registration Statement, or any amendments or supplements thereto, including coordination with Company management and the Company's independent auditor as necessary to address such comments;
(e) Advice on corporate governance matters related to the IPO, including preparation of an amended and restated certificate of incorporation and amended and restated bylaws of the Company to be adopted in connection with, and become effective upon, the effectiveness of the Registration Statement;
(f) Preparation of board and committee charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Company's Board of Directors, to comply with the listing standards of the Nasdaq Stock Market LLC and applicable rules and regulations of the SEC;
(g) Preparation of board resolutions and stockholder consents necessary to authorize the Offering, the filing of the Registration Statement, the issuance of shares of Class A Common Stock in the Offering, the adoption of the amended and restated organizational documents, and all related corporate actions;
(h) Review and negotiation of the underwriting agreement between the Company and the underwriters named therein (the "Underwriting Agreement"), as well as related syndicate documentation, including the agreement among underwriters;
(i) Review and preparation of lock-up agreements to be executed by the Company's directors, officers, and certain stockholders in connection with the Offering;
(j) Preparation of an insider trading compliance policy, including guidelines with respect to trading windows, pre-clearance procedures, and reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(k) Due diligence review of the Company's corporate records, organizational documents, capitalization, material contracts, intellectual property portfolio, pending and threatened litigation, regulatory matters, employee benefits plans, real property interests, insurance coverages, and other matters customarily reviewed in connection with an initial public offering;
(l) Tax analysis in connection with the Offering, to be performed by the Firm's Tax Group, including analysis of Section 368 and Section 351 implications arising from historical restructuring transactions, qualified small business stock ("QSBS") status under Section 1202 of the Internal Revenue Code of 1986, as amended, and state tax nexus matters relevant to the Company and its stockholders;
(m) Preparation of a blue sky/state securities law compliance survey identifying exemptions from state registration and qualification requirements available for the Offering;
(n) Legal review of testing-the-waters materials, road show presentations (including electronic road show content), and any free writing prospectuses filed or used in connection with the Offering, to ensure compliance with applicable provisions of the Securities Act, SEC rules and regulations, and FINRA guidelines;
(o) Rendering legal opinions as required by the Registration Statement and the Underwriting Agreement, including the opinion of issuer's counsel to be filed as an exhibit to the Registration Statement and the closing opinion to be delivered to the underwriters at closing;
(p) Assistance with the preparation and filing of the Company's application for listing of the Class A Common Stock on the Nasdaq Global Select Market, and coordination with Nasdaq Listing Qualifications staff as necessary;
(q) Coordination with the underwriters — namely, Pinnacle Securities LLC, as lead book-running managing underwriter, Whitfield & Company LLC, as joint book-running managing underwriter, and Graystone Capital Markets Inc., as co-manager (collectively, the "Underwriters") — as well as with underwriters' counsel, Hargrove & Liddell LLP; the Company's independent registered public accounting firm, Meridian & Howe LLP; the transfer agent and registrar, Broadleaf Transfer Services Inc.; the financial printer and EDGAR filing agent, Hennessy Consulting Group LLC; and such other parties to the transaction as may be reasonably necessary; and
(r) Such other legal services as are customarily provided by issuer's counsel in connection with an initial public offering of the nature contemplated herein, as mutually agreed upon by the Firm and the Company.
Notwithstanding the foregoing, the scope of this engagement does not include, and the Firm shall not be responsible for, the following:
(i) Acting as counsel to any underwriter, selling stockholder, or any other party to the transaction other than the Company;
(ii) Preparation of audited or unaudited financial statements, which shall remain the sole responsibility of the Company's management and Meridian & Howe LLP as the Company's independent registered public accounting firm;
(iii) Non-U.S. regulatory filings, foreign securities law compliance, or any advice regarding the laws of jurisdictions outside of the United States;
(iv) Any matter not directly related to the proposed IPO as described in this Section 1, unless separately agreed in writing by the Firm and the Company in a supplemental engagement letter or written amendment to this Letter.
The Company acknowledges that in the course of the engagement, the scope of our representation may evolve as the transaction develops. Should matters arise that are outside the scope described above but that the Company wishes us to address, we will discuss such matters and, where appropriate, enter into a supplemental agreement or amendment to this Letter to memorialize any expanded scope and associated fee arrangements.
2. Staffing
The Firm has assembled a team with significant experience in capital markets transactions, securities regulation, corporate governance, and tax to serve the Company's needs throughout the IPO process. The core members of the engagement team are as follows:
Responsible Partner: Robert Adeyemi, Partner, Capital Markets Group. Robert will have overall responsibility for the engagement and will serve as the primary relationship partner. He will oversee all aspects of the Firm's representation, provide strategic guidance throughout the IPO process, lead negotiations with underwriters' counsel, and be available for consultation on all significant matters arising in connection with the Offering.
Billing Partner: Jennifer Kwon, Partner, Capital Markets Group. Jennifer will be responsible for billing, fee arrangements, and financial administration of the engagement. She will oversee the preparation and issuance of invoices, monitor accrued fees and disbursements against the Fee Cap described in Section 3 below, and serve as the point of contact for any billing-related inquiries.
Lead Associate: Audrey Zhou, Capital Markets Group. Audrey will serve as the day-to-day lead associate on the engagement and will be the primary point of contact for document drafting, SEC filing coordination, and overall workstream management. Audrey will be responsible for managing the document production timeline, coordinating with Hennessy Consulting Group LLC on EDGAR filings, and ensuring that all deliverables are completed in accordance with the project schedule.
Working Associate: Brendan Walsh, Capital Markets Group. Brendan will support the engagement team with due diligence review, preparation of ancillary documents (including board resolutions, stockholder consents, lock-up agreements, and committee charters), and legal research as required.
Tax Specialist: Sylvia Hartwell, Partner, Tax Group. Sylvia will advise on all tax-related aspects of the Offering, including analysis of Section 368 and Section 351 implications, qualified small business stock ("QSBS") analysis under Section 1202, state tax nexus matters, and any other tax issues that may arise during the course of the engagement.
The Firm may, from time to time, assign additional attorneys, paralegals, and professional staff to the engagement as reasonably necessary to meet the demands of the transaction timeline. The Firm will provide the Company with advance notice of any such additional staffing assignments, including the identity of newly assigned attorneys and their applicable billing rates. Any rate changes for newly assigned attorneys or staff will be communicated to the Company in advance of such individuals commencing work on the engagement.
3. Fees and Expenses
3.1 Fee Arrangement
Fees for legal services rendered in connection with this engagement will be billed on an hourly basis in accordance with the Firm's standard billing rates in effect at the time the services are rendered. Our hourly rates reflect the experience, skill, and expertise of the individual professionals providing services, as well as the complexity and nature of the work performed.
The current standard hourly rates (2021 rates) for the core members of the engagement team and applicable categories of timekeepers are as follows:
The specific rates applicable to the named members of the engagement team are as follows:
The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Company will be notified in writing of any rate changes prior to the effective date of such adjustments. In the event that the engagement extends beyond December 31, 2021, updated rates for the 2022 calendar year will apply to services rendered on or after January 1, 2022.
3.2 Fee Cap
Notwithstanding the hourly billing arrangement described in Section 3.1, the total legal fees (exclusive of out-of-pocket disbursements and expenses described in Section 3.3) for the engagement shall not exceed One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) (the "Fee Cap"). The Fee Cap is intended to provide the Company with budgetary certainty and covers all professional services rendered by C&H attorneys, paralegals, and staff in connection with the IPO engagement as described in Section 1 of this Letter.
For the avoidance of doubt, the Fee Cap does not include:
(a) Out-of-pocket disbursements and expenses, as described in Section 3.3 below, which will be billed separately and are not subject to the Fee Cap;
(b) Services rendered in connection with any matter that falls outside the scope of this engagement as defined in Section 1, including any supplemental engagements agreed upon by the Firm and the Company in writing;
(c) Any post-IPO advisory work, including periodic reporting obligations under the Exchange Act, proxy statement preparation, secondary offerings, or other capital markets transactions, each of which would be subject to a separate engagement letter with its own fee arrangements.
If the Offering is withdrawn, delayed beyond the anticipated timeline, or restructured as an alternative transaction, the Fee Cap shall nonetheless apply to all fees incurred by the Firm through the date of termination, withdrawal, or restructuring. The Firm will endeavor to keep the Company informed on a regular basis regarding the status of accrued fees relative to the Fee Cap and will promptly notify the Company if the Firm anticipates that accrued fees may approach or reach the Fee Cap level.
3.3 Disbursements and Expenses
In addition to legal fees, the Company will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement. Disbursements and expenses that may be incurred in connection with the IPO include, but are not limited to, the following:
(a) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals incurred in connection with road show attendance, organizational meetings, SEC Staff conferences, due diligence sessions, and other IPO-related travel;
(b) Filing fees, including the SEC registration fee calculated in accordance with Section 6(b) of the Securities Act and the Nasdaq listing application fee;
(c) Printing and document reproduction costs, including charges for the production of preliminary and final prospectuses, registration statement exhibits, and related materials;
(d) Courier, overnight delivery, postage, and telecommunications charges incurred in connection with the engagement;
(e) Charges for online legal research services, database access, and other electronic information services utilized in connection with the engagement; and
(f) Any other disbursements reasonably incurred by the Firm in the course of performing its obligations under this Letter.
Disbursements and expenses are not subject to the Fee Cap and will be billed separately as described in Section 3.4. The Firm will exercise reasonable judgment in incurring disbursements and will seek the Company's advance approval for any individual disbursement that is expected to exceed $5,000.
3.4 Billing and Payment Terms
Invoices for legal fees and disbursements will be rendered monthly and shall be payable within thirty (30) days of the date of each invoice. Each invoice will itemize fees by individual timekeeper, describing in reasonable detail the nature of the services rendered, together with a separate schedule of disbursements and expenses incurred during the billing period. All amounts invoiced are denominated in United States dollars.
The Firm reserves the right to request a retainer or advance payment at any time during the engagement, although no retainer or advance payment is required at the commencement of this engagement. If the Firm determines that a retainer is appropriate, it will discuss the matter with the Company's authorized representative in advance.
Late payments may be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until the date of payment.
4. Client Identification and Authority
The Firm's client in this engagement is Lumos Analytics Inc. only, a Delaware corporation (Employer Identification Number: 82-3194567; Delaware Division of Corporations File Number: 6281934). This engagement is undertaken solely for the benefit of the Company as an entity, and the Firm's duties and obligations under this Letter run exclusively to the Company.
The Firm does not represent, and this engagement does not create an attorney-client relationship with, any director, officer, employee, stockholder, affiliate, or other person or entity associated with the Company. Without limiting the generality of the foregoing, the Firm does not represent in connection with this engagement, and this Letter does not create an attorney-client relationship with, any of the following individuals or entities:
(a) Priya Subramanian, Chief Executive Officer & Co-Founder;
(b) Marcus Henley, Chief Technology Officer & Co-Founder;
(c) David Lau, Chief Financial Officer;
(d) Any other officer or employee of the Company;
(e) Any member of the Board of Directors of the Company in his or her individual capacity, including any independent director;
(f) Velthryn Venture Partners Fund IV, L.P.;
(g) Arclight Equity Group Fund VII, L.P.;
(h) Ridgeline Capital Partners Fund II, L.P.; or
(i) Any other stockholder, option holder, warrant holder, or holder of convertible securities of the Company, in their individual or entity capacities.
Each of the foregoing individuals and entities is encouraged to engage independent legal counsel for advice regarding their own rights, obligations, and interests in connection with the IPO.
The Company's authorized representatives for purposes of giving instructions, providing information, approving filings, and otherwise interacting with the Firm in connection with this engagement are:
(i) Naomi Feinberg, General Counsel & Corporate Secretary;
(ii) David Lau, Chief Financial Officer; and
(iii) Priya Subramanian, Chief Executive Officer.
The Firm shall be entitled to rely upon instructions received from any of the foregoing authorized representatives as binding upon the Company. The Company may designate additional authorized representatives by written notice to Robert Adeyemi.
5. Conflicts of Interest
5.1 Current Conflicts Check
The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and in compliance with the applicable Rules of Professional Conduct. The conflicts check covered the Company and its directors, officers, major stockholders (including Velthryn Venture Partners Fund IV, L.P., Arclight Equity Group Fund VII, L.P., and Ridgeline Capital Partners Fund II, L.P.), proposed Underwriters (Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc.), underwriters' counsel (Hargrove & Liddell LLP), and their respective affiliates, as identified by the Company and publicly available information.
Based on the Firm's review as documented in the Firm's internal conflicts clearance records, no conflicts of interest have been identified that would preclude the Firm's representation of Lumos Analytics Inc. in this engagement.
5.2 General Waiver / Advance Consent
The Company acknowledges that Calderwood & Harkness LLP is a large law firm with offices in multiple jurisdictions, employing a substantial number of attorneys who represent a wide and diverse range of clients across numerous industries and practice areas. It is possible, and indeed likely, that the Firm's other current and future clients may include financial institutions, investment funds, corporations, and other entities that are participants in the IPO, that compete with the Company, or that have interests that may differ from, or be adverse to, those of the Company in matters unrelated to this engagement.
By executing this Letter, the Company consents to the Firm's continued representation of other clients in matters that are not substantially related to this engagement, even if such clients are parties to or participants in the IPO (including, without limitation, the Underwriters, their affiliates, or investors), provided that:
(a) The Firm does not represent any such person or entity in a matter that is directly adverse to the Company in this specific IPO engagement; and
(b) The Firm maintains appropriate information barriers and ethical screens to ensure that confidential information of the Company is not disclosed to or accessible by attorneys working on behalf of any person or entity with interests adverse to the Company.
The Firm appreciates the Company's understanding in this regard and will exercise its professional judgment to ensure that the Company's interests are protected at all times during the course of this engagement.
5.3 Subsequent Conflicts
If a conflict of interest arises during the course of the engagement that was not identified during the initial conflicts check described in Section 5.1, or that arises as a result of changed circumstances, the Firm will promptly notify the Company in writing and will discuss with the Company's authorized representatives the appropriate steps to address such conflict. Such steps may include, without limitation:
(a) Seeking an additional waiver or consent from the Company and, where applicable, the other affected client;
(b) Implementing additional ethical screens or information barriers within the Firm; or
(c) If the conflict cannot be resolved through waiver or screening in a manner consistent with the applicable Rules of Professional Conduct, withdrawing from the engagement in accordance with Section 8 of this Letter.
The Firm is committed to transparency in its conflicts management and will keep the Company fully informed of any developments that may affect the Firm's ability to continue its representation.
6. Confidentiality
All information and documents provided by the Company to the Firm in connection with this engagement, including but not limited to financial data, business plans, technical information, trade secrets, customer and vendor information, personnel records, litigation files, and other proprietary or non-public information (collectively, "Confidential Information"), will be treated as confidential by the Firm and maintained in a manner consistent with the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the relevant jurisdictions.
The Firm will not disclose Confidential Information to any third party without the Company's prior written consent, except in the following limited circumstances:
(a) As required by applicable law, regulation, subpoena, court order, or other legal process, provided that the Firm will, to the extent practicable and permitted by law, provide the Company with advance notice of any such required disclosure so that the Company may seek protective relief;
(b) To the extent reasonably necessary to perform the services contemplated by this engagement, including, without limitation, in connection with the preparation and filing of the Registration Statement and related documents with the SEC, the conduct of due diligence, the delivery of comfort letter requests to the Company's independent auditor, and communications with the Underwriters, underwriters' counsel, and other transaction parties, in each case with the Company's understanding and authorization that such disclosures are inherent in the IPO process;
(c) As reasonably necessary for the Firm's internal administration, including conflicts checks, quality assurance reviews, and compliance with the Firm's professional and ethical obligations; and
(d) To the Firm's professional liability insurance carriers, in connection with any claim or potential claim relating to the engagement, to the extent reasonably necessary for the Firm's defense.
The Company acknowledges that certain information concerning the Company, its business, financial condition, and results of operations will become public upon the filing of the Registration Statement and related documents with the SEC, and that such publicly available information will no longer be subject to the confidentiality protections set forth in this Section 6.
The obligations of confidentiality set forth in this Section 6 shall survive the termination or completion of this engagement.
7. Document Retention
Upon completion or termination of the engagement, the Firm will retain the engagement files, including the Firm's work product, internal memoranda, correspondence, drafts, and copies of key transaction documents, in accordance with the Firm's standard document retention policies. Under the Firm's current retention policy, engagement files are maintained for a minimum of ten (10) years following the conclusion of the engagement, subject to modification in accordance with changes to the Firm's policies or applicable legal requirements.
Original client documents provided to the Firm during the course of the engagement will be returned to the Company upon written request. The Company should direct any such request to Robert Adeyemi or Audrey Zhou. The Firm reserves the right to retain copies of any original documents returned to the Company to the extent necessary for the Firm's records or to comply with professional obligations.
Following the expiration of the applicable retention period, the Firm may destroy the engagement files, including paper and electronic records, without further notice to the Company. If the Company wishes to obtain its files or any portion thereof prior to destruction, the Company should submit a written request to the Firm prior to the expiration of the retention period. The Company acknowledges that it is the Company's responsibility to maintain its own copies of all documents relating to the transaction.
8. Termination
8.1 Termination by the Company
The Company may terminate this engagement at any time, with or without cause, by providing written notice of termination to Robert Adeyemi, Partner, or Jennifer Kwon, Partner, at the Firm's San Francisco office address set forth above. Termination shall be effective upon receipt of such written notice by the Firm.
Upon termination of the engagement by the Company, the Company shall remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, subject to the Fee Cap set forth in Section 3.2. The Firm will issue a final invoice promptly following the effective date of termination, and such final invoice shall be payable in accordance with the payment terms set forth in Section 3.4.
8.2 Termination by the Firm
The Firm may withdraw from the engagement in accordance with the applicable Rules of Professional Conduct in circumstances including, but not limited to, the following:
(a) Non-payment of fees or expenses by the Company after written notice and the expiration of a reasonable cure period of not less than thirty (30) calendar days from the date of such notice;
(b) The Company's failure to cooperate with the Firm, to provide information or documentation reasonably necessary for the Firm to perform its obligations, or to follow the Firm's advice on material matters relating to the engagement;
(c) The emergence of a conflict of interest that cannot be resolved through the waiver, consent, or screening mechanisms described in Section 5, rendering continued representation impermissible under the applicable Rules of Professional Conduct;
(d) The Company's insistence on pursuing a course of action that the Firm reasonably believes to be illegal, unethical, or inconsistent with the Firm's professional obligations; or
(e) Any other circumstance that would make the Firm's continued representation unreasonable, impracticable, or inconsistent with the Firm's ethical duties.
In the event of withdrawal by the Firm, the Firm will provide the Company with reasonable advance notice and will take all steps reasonably necessary to protect the Company's interests, including facilitating an orderly transition of the engagement to successor counsel selected by the Company, turning over all work product and documents belonging to the Company, and cooperating with successor counsel as reasonably necessary to ensure continuity of the representation.
8.3 Effect of IPO Withdrawal or Postponement
If the Company elects to withdraw the Registration Statement, indefinitely postpone the Offering, or pursue an alternative transaction (such as a direct listing, a merger, or a private placement in lieu of the IPO), this engagement shall be deemed concluded as of the date the Company provides written notice of such decision to the Firm, or as of such later date as the parties may mutually agree in writing.
All fees earned and expenses incurred by the Firm through the date of termination or conclusion shall remain payable by the Company, subject to the Fee Cap set forth in Section 3.2. The termination provisions of this Section 8, including the Firm's obligation to cooperate in any transition to successor counsel and the Company's obligations with respect to outstanding fees and expenses, shall apply in full.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company for any and all claims, damages, losses, costs, or expenses arising out of, relating to, or in connection with this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of legal fees actually paid by the Company to the Firm under this Engagement Letter.
The foregoing limitation of liability shall not apply to any claims arising from the Firm's willful misconduct or gross negligence. In no event shall the Firm be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages, regardless of whether the Firm has been advised of the possibility of such damages.
The Company acknowledges that the Firm's willingness to accept the Fee Cap set forth in Section 3.2 and the terms of this engagement generally are predicated, in part, upon the limitation of liability provisions contained in this Section 9.
10. Governing Law and Dispute Resolution
This Engagement Letter and the attorney-client relationship between the Firm and the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of the Company, including any dispute regarding the formation, interpretation, breach, or termination of this Letter, and including any claim relating to the quality, scope, or adequacy of the Firm's legal services (each, a "Dispute"), shall be submitted to final and binding arbitration administered by JAMS (or another nationally recognized arbitration organization mutually agreed upon by the parties) in New York, New York, in accordance with its then-applicable Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator with experience in legal malpractice and professional services disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
The prevailing party in any Dispute resolved under this Section 10 shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, in addition to any other relief awarded by the arbitrator.
Notwithstanding the foregoing, nothing in this Section 10 shall preclude either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to the extent necessary to preserve the status quo or prevent irreparable harm pending the resolution of a Dispute through arbitration.
11. Re-Engagement Provisions
In the event that the IPO is not consummated during the current engagement and the Company subsequently determines to pursue an initial public offering or other public offering of its securities at a later date, the Company may re-engage the Firm to serve as issuer's counsel by providing written notice to Robert Adeyemi or such other partner as the Firm may designate at such time. Any such re-engagement shall be subject to:
(a) Execution of a new or supplemental engagement letter reflecting updated terms, fee arrangements, scope of services, and any other modifications appropriate in light of changed circumstances;
(b) Satisfactory completion of an updated conflicts check in accordance with the Firm's standard procedures and applicable Rules of Professional Conduct; and
(c) Availability of the engagement team described in Section 2 of this Letter, or such alternative team as may be mutually agreed upon by the Firm and the Company.
The Firm values the relationship with the Company and would be pleased to assist with any future public offering or other corporate matters. Nothing in this Section 11, however, shall be construed as obligating either the Company to re-engage the Firm or the Firm to accept any re-engagement.
12. Miscellaneous
(a) Entire Agreement. This Engagement Letter constitutes the entire agreement between the Firm and the Company regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, representations, and understandings between the parties relating to the engagement. No terms or conditions contained in any purchase order, acknowledgment, or other business form issued by the Company shall modify or supplement the terms of this Letter, regardless of whether the Firm signs or fails to object to any such form.
(b) Amendments. This Letter may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party granting the waiver.
(c) Severability. If any provision of this Engagement Letter is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, shall be severed from this Letter, and the remaining provisions shall continue in full force and effect.
(d) Counterparts and Electronic Signatures. This Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000), or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
(e) No Third-Party Beneficiaries. This Letter is for the sole benefit of the Firm and the Company and shall not confer any rights or remedies upon any person or entity that is not a party hereto.
(f) Headings. The section headings in this Letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
(g) Notices. All notices required or permitted under this Letter shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier service, or sent by email (with confirmation of receipt) to the addresses set forth in this Letter, or to such other address as either party may designate by written notice to the other.
We are excited to work with you and the entire Lumos team on this important milestone for the Company. If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this Letter to me at your earliest convenience. We recommend retaining a copy for your files.
Please do not hesitate to contact me directly at (415) 772-8124 or radeyemi@calderwoodharkness.com, or Audrey Zhou at (415) 772-8237 or azhou@calderwoodharkness.com, if you have any questions regarding this Letter or the engagement generally.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Robert Adeyemi
Title: Partner, Capital Markets Group
Calderwood & Harkness LLP 1 Market Street, Spear Tower, Suite 3600 San Francisco, California 94105
AGREED AND ACCEPTED
The undersigned, on behalf of Lumos Analytics Inc., has read, understood, and agrees to the terms and conditions set forth in this Engagement Letter, dated November 8, 2021, and hereby confirms the engagement of Calderwood & Harkness LLP as issuer's counsel in connection with the proposed initial public offering of the Company's Class A Common Stock on the terms described herein.
LUMOS ANALYTICS INC.
By: ________
Name: Naomi Feinberg
Title: General Counsel & Corporate Secretary
Lumos Analytics Inc. 450 Folsom Street, Suite 1200 San Francisco, California 94105
Date: ________
Please return one signed copy of this Engagement Letter to Robert Adeyemi at the address set forth above, or by email to radeyemi@calderwoodharkness.com.
cc:
Priya Subramanian, Chief Executive Officer, Lumos Analytics Inc. David Lau, Chief Financial Officer, Lumos Analytics Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Audrey Zhou, Associate, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate Range
Partners | $1,150 – $1,450 per hour
Associates | $625 – $950 per hour
Paralegals / Legal Assistants | $350 – $450 per hour
Timekeeper | Title | 2021 Hourly Rate
Robert Adeyemi | Partner | $1,425 per hour
Jennifer Kwon | Partner | $1,375 per hour
Sylvia Hartwell | Partner, Tax Group | $1,250 per hour
Audrey Zhou | Associate (7th year) | $925 per hour
Brendan Walsh | Associate (4th year) | $750 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

LUMOS ANALYTICS INC.

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