1008-00002 · Lumos Analytics Inc · Underwriting

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UNDERWRITING AGREEMENT

Lumos Analytics Inc.

Class A Common Stock, par value $0.0001 per share

[●], 2022

EXECUTION VERSION (UNEXECUTED)

Registration Statement on Form S-1 (File No. 333-264518)

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Lumos Analytics Inc., a Delaware corporation (the "Company"), Velthryn Venture Partners Fund IV, L.P., a Delaware limited partnership ("Velthryn"), and Arclight Equity Group Fund VII, L.P., a Delaware limited partnership ("Arclight" and, together with Velthryn, the "Selling Stockholders"), hereby confirm their respective agreements with the several underwriters listed in Schedule I hereto (the "Underwriters"), for whom Pinnacle Securities LLC, a Delaware limited liability company, is acting as representative (the "Representative"), as follows:

The Company's principal executive offices are located at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The Company proposes to issue and sell to the several Underwriters an aggregate of 12,941,176 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the "Firm Shares — Company Shares"). The Selling Stockholders propose to sell to the several Underwriters an aggregate of 3,500,000 shares of Class A Common Stock (the "Firm Shares — Selling Stockholder Shares"), consisting of 2,000,000 shares to be sold by Velthryn Venture Partners Fund IV, L.P. and 1,500,000 shares to be sold by Arclight Equity Group Fund VII, L.P. The Firm Shares — Company Shares and the Firm Shares — Selling Stockholder Shares are collectively referred to herein as the "Firm Shares." The total number of Firm Shares to be sold in the offering is 16,441,176 shares.

In addition, the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to an additional 2,466,176 shares of Class A Common Stock (the "Option Shares"), representing approximately fifteen percent (15%) of the total Firm Shares (16,441,176 × 15% = 2,466,176), solely for the purpose of covering over-allotments, if any. The Firm Shares and the Option Shares are collectively referred to herein as the "Shares."

The Shares are to be offered to the public at the public offering price set forth on the cover page of the Prospectus (as defined herein). The Company has filed a registration statement on Form S-1 (File No. 333-264518; CIK 0001923847) with the Securities and Exchange Commission (the "Commission" or the "SEC") relating to the Shares, with a preliminary price range of $16.00 to $18.00 per share. The Company has applied to list the Class A Common Stock on the Nasdaq Global Select Market under the ticker symbol "LMSA."

The Company, the Selling Stockholders, and the Underwriters agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

"Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Applicable Time" means [●] [p.m.] (Eastern time) on the date of this Agreement.

"Auditors" means Meridian & Howe LLP, the Company's independent registered public accounting firm.

"Closing Date" means the date of delivery of and payment for the Firm Shares, which shall be the third business day after the date of this Agreement (or such other date as the Representative and the Company may agree upon in writing).

"Commission" or "SEC" means the United States Securities and Exchange Commission.

"Company Counsel" means Calderwood & Harkness LLP.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 under the Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares, including any "testing-the-waters communication" (as defined below) that is a written communication within the meaning of Rule 405 under the Act used in reliance on Section 5(d) of the Act.

"Lock-Up Period" means the period of one hundred eighty (180) days following the date of the Prospectus.

"Nasdaq" means the Nasdaq Global Select Market.

"Option Closing Date" means each date of delivery of and payment for Option Shares pursuant to Section 2(c) hereof.

"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, including the preliminary prospectus (commonly referred to as the "Red Herring" prospectus) distributed on or about April 25, 2022.

"Pricing Disclosure Package" means the most recent Preliminary Prospectus, together with any Issuer Free Writing Prospectuses, and the pricing information set forth in Schedule II hereto, including the preliminary price range of $16.00 to $18.00 per share (midpoint: $17.00 per share), considered together as of the Applicable Time.

"Prospectus" means the final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Act, including all amendments and supplements thereto.

"Registration Statement" means the registration statement on Form S-1 (File No. 333-264518) filed by the Company with the Commission relating to the Shares, including all amendments thereto (including, without limitation, Amendment No. 1 filed on April 14, 2022), all exhibits thereto, and all documents incorporated by reference therein, as such registration statement became or becomes effective under the Act, and including any registration statement filed pursuant to Rule 462(b) under the Act.

"Testing-the-Waters Communication" means any oral or written communication with potential investors that are qualified institutional buyers (as defined in Rule 144A under the Act) or institutional accredited investors (within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) under the Act), undertaken in reliance on Section 5(d) of the Act.

"Transfer Agent" means Broadleaf Transfer Services Inc., the transfer agent and registrar for the Class A Common Stock.

"Underwriters' Counsel" means Hargrove & Liddell LLP.

Unless otherwise specified, references in this Agreement to the Registration Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to include the documents, if any, incorporated by reference therein as of the date of such Registration Statement, Preliminary Prospectus, or Prospectus, respectively. All references in this Agreement to financial statements and schedules and other information that is "contained," "included," or "stated" in the Registration Statement, any Preliminary Prospectus, or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference therein.

SECTION 2: PURCHASE AND SALE OF SHARES

2(a) Firm Shares — Company Shares

Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[●] (the "Purchase Price"), equal to the public offering price per share of $[●] less the underwriting discount of $[●] per share (representing six and one-half percent (6.5%) of the public offering price per share), the number of Firm Shares — Company Shares set forth opposite such Underwriter's name in Schedule I hereto.

At the midpoint of the preliminary price range ($17.00 per share), the Purchase Price would be calculated as follows: $17.00 × (1 − 0.065) = $15.895 per share. The total number of Firm Shares — Company Shares to be issued and sold by the Company is 12,941,176 shares. Based on the midpoint price of $17.00 per share, the gross proceeds to the Company from the sale of the Firm Shares — Company Shares would be approximately $220,000,000. The total underwriting discount applicable to the Firm Shares — Company Shares, at midpoint pricing, would be approximately $14,300,000 ($220,000,000 × 6.5%). The net proceeds to the Company from the sale of the Firm Shares — Company Shares, before deducting estimated offering expenses, would be approximately $205,700,000.

2(b) Firm Shares — Selling Stockholder Shares

Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the Purchase Price, the number of Firm Shares — Selling Stockholder Shares set forth opposite such Underwriter's name in Schedule I hereto, allocated among the Selling Stockholders as follows:

At the midpoint of the preliminary price range ($17.00 per share), the total gross proceeds to the Selling Stockholders from the sale of the Firm Shares — Selling Stockholder Shares would be 3,500,000 × $17.00 = $59,500,000. Each Selling Stockholder's proportionate share of the underwriting discount shall be borne by such Selling Stockholder.

2(c) Option Shares

The Company and the Selling Stockholders hereby grant to the several Underwriters an option (the "Over-Allotment Option"), exercisable for a period of thirty (30) days from the date of the Prospectus, to purchase up to an aggregate of 2,466,176 additional shares of Class A Common Stock at the Purchase Price, solely for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The allocation of the Option Shares between the Company and the Selling Stockholders shall be determined at the time of pricing, on a pro rata basis or as otherwise agreed among the Company, the Selling Stockholders, and the Representative.

The Representative may exercise the Over-Allotment Option on behalf of the several Underwriters by delivering written notice to the Company and the Selling Stockholders (or their respective counsel), specifying the aggregate number of Option Shares to be purchased and the Option Closing Date, which Option Closing Date shall be not earlier than two (2) business days after the date of such notice. The Over-Allotment Option may be exercised in whole or in part, and on one or more occasions, during the thirty (30)-day exercise period.

2(d) Payment and Delivery

Payment for the Firm Shares shall be made on the Closing Date by wire transfer of immediately available funds to such accounts as shall be designated in writing by the Company and the Selling Stockholders (or their respective counsel), against delivery of the Firm Shares to be purchased on such date through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. The Company shall cause its transfer agent to deliver the Firm Shares in book-entry form through the DTC system.

Payment for any Option Shares shall be made on the applicable Option Closing Date by wire transfer of immediately available funds to such accounts as shall be designated in writing by the Company and the Selling Stockholders (or their respective counsel), against delivery of such Option Shares through the facilities of DTC for the respective accounts of the several Underwriters.

It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the Purchase Price for, the Firm Shares and any Option Shares that the Underwriters have agreed to purchase. Pinnacle Securities LLC, individually and not as the Representative, may (but shall not be obligated to) make payment for any Shares to be purchased by any defaulting Underwriter, but any such payment shall not relieve such defaulting Underwriter of its obligations hereunder.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:

3(a) Organization and Good Standing

The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 6281934; Employer Identification Number 82-3194567). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, including, without limitation, the States of California, New York, Texas, and Illinois, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.

3(b) Subsidiaries. Each subsidiary of the Company (each, a "Subsidiary") is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are owned directly or indirectly by the Company free and clear of any lien, charge, encumbrance, security interest, restriction on transfer, or any other claim of any third party. The subsidiaries of the Company are as set forth in the Registration Statement, and no subsidiary of the Company is prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distributions on such subsidiary's capital stock or other ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company, or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus.

3(c) Capitalization. The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share, divided into shares of Class A Common Stock and shares of Class B Common Stock. As of the date hereof (and prior to giving effect to the conversion of preferred stock in connection with the offering), the Company's outstanding equity securities consist of the following:

(i) Class B Common Stock: 28,500,000 shares issued and outstanding, held by the Company's co-founders as follows: Priya Subramanian — 16,500,000 shares and Marcus Henley — 12,000,000 shares. Each share of Class B Common Stock carries ten (10) votes per share on all matters submitted to a vote of stockholders.

(ii) Preferred Stock (Series A through Series D): An aggregate of 62,400,000 shares of Preferred Stock (consisting of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock) are issued and outstanding. All such shares of Preferred Stock will be automatically converted into an equal number of shares of Class A Common Stock upon the closing of the offering.

(iii) Employee Stock Options: The Company has established an equity incentive plan under which 14,800,000 shares of Class A Common Stock have been reserved for issuance. As of the date hereof, options to purchase an aggregate of 11,300,000 shares of Class A Common Stock are outstanding at a weighted-average exercise price of $4.82 per share.

(iv) Fully Diluted Shares: On a fully diluted basis (including all outstanding shares of Class B Common Stock, all outstanding shares of Preferred Stock on an as-converted basis, and all outstanding stock options), the Company has approximately 118,200,000 shares of Common Stock outstanding on a pre-IPO basis.

All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws. The Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued, fully paid, and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive right, right of first refusal, or other similar right of any stockholder of the Company or any other person.

The Company has a dual-class common stock structure. Class A Common Stock entitles the holder thereof to one (1) vote per share, and Class B Common Stock entitles the holder thereof to ten (10) votes per share, on all matters submitted to a vote of the stockholders. The Company's Amended and Restated Certificate of Incorporation includes a sunset provision providing for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis upon the earliest to occur of: (i) the seventh (7th) anniversary of the closing of the offering contemplated hereby; (ii) the date on which any share of Class B Common Stock is transferred to a person or entity that is not a "Permitted Transferee" (as defined in the Amended and Restated Certificate of Incorporation); or (iii) the date on which the holders of Class B Common Stock, collectively, hold less than ten percent (10%) of the total number of shares of Common Stock (Class A and Class B, combined) then outstanding.

Except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), agreements, or commitments to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound providing for the issuance of, or the granting of any right to acquire, any shares of capital stock or other equity interests of the Company or any of its subsidiaries.

3(d) Authorization of Agreement and Shares

This Agreement has been duly authorized, executed, and delivered by the Company and, assuming due authorization, execution, and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The issuance and sale of the Shares by the Company hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, including approval by the Company's Board of Directors and, to the extent required, the Company's stockholders.

3(e) Registration Statement and Prospectus

The Registration Statement on Form S-1 (File No. 333-264518) has been filed with the Commission under the Act. The Registration Statement has been declared effective by the Commission, or the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or, to the Company's knowledge, are threatened by the Commission.

The Registration Statement, at the time it became effective, did not contain, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and as of the Closing Date (and each Option Closing Date, if any), does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Pricing Disclosure Package, as of the Applicable Time, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Each Issuer Free Writing Prospectus and each Testing-the-Waters Communication, as of its date of first use, did not include any information that conflicted with the information contained in the Registration Statement then on file with the Commission or any then-effective Preliminary Prospectus, and each such Issuer Free Writing Prospectus and Testing-the-Waters Communication, when considered together with the Pricing Disclosure Package, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing representations and warranties in this Section 3(e) do not apply to statements in or omissions from the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Section 10(c) hereof.

3(f) Financial Statements

The financial statements (including the related notes and schedules thereto) included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and their cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be otherwise stated therein or in the notes thereto.

The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 have been audited by Meridian & Howe LLP, an independent registered public accounting firm, as stated in its reports thereon included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus. Such reports are not subject to any qualifications or exceptions as to the scope of the audit or as to accounting principles. For fiscal year ended December 31, 2021, the Company reported total revenue of $187.4 million, and for fiscal year ended December 31, 2020, the Company reported total revenue of $118.6 million, reflecting year-over-year revenue growth of approximately fifty-eight percent (58%). As of December 31, 2021, the Company's annualized recurring revenue ("ARR") was $206.8 million, gross margin was 72.3%, net loss was $(41.2) million, Adjusted EBITDA was $(18.7) million, and cash and cash equivalents totaled $94.3 million.

The unaudited interim consolidated financial statements for the three months ended March 31, 2022 included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of March 31, 2022 and the results of their operations and their cash flows for the three-month period then ended, subject to normal year-end audit adjustments and the absence of certain footnote disclosures. For the quarter ended March 31, 2022, the Company reported revenue of $54.9 million, ARR of $219.5 million, and net loss of $(13.8) million.

The non-GAAP financial measures (including Adjusted EBITDA and any other non-GAAP measures) included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus have been presented in compliance with Regulation G under the Exchange Act and Item 10(e) of Regulation S-K, including the required reconciliation to the most directly comparable GAAP financial measures.

3(g) No Material Adverse Change

Since the date of the most recent financial statements included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus (i) there has been no material adverse change (or any development or event involving a prospective material adverse change) in the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole, (ii) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid, or made by the Company on any class of its capital stock, in each case except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus.

3(h) Absence of Certain Proceedings

There are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus. No such proceedings are pending or, to the Company's knowledge, threatened involving the validity of any patent, trademark, or other intellectual property right of the Company.

3(i) intellectual Property

The Company and its subsidiaries own or have valid and enforceable rights to use all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, know-how, software, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as presently conducted and as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, and the expected expiration of any such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Without limiting the generality of the foregoing, the Company's intellectual Property portfolio includes the following:

(i) Registered Trademarks: "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," each registered with the United States Patent and Trademark Office ("USPTO").

(ii) Patents: Fourteen (14) issued United States utility patents and seven (7) pending patent applications related to machine learning-based fraud detection, real-time transaction scoring algorithms, and related technologies.

(iii) Material Software: The LumosIQ Platform, the FraudLens module, the RegConnect module, and the DataBridge API suite.

To the Company's knowledge, no third party is infringing upon any intellectual Property of the Company or its subsidiaries in any manner that would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the Company's knowledge, threatened claims or actions alleging that the Company's or any of its subsidiaries' operations or products infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party, except as disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.

3(j) Material Contracts

Each contract or agreement that is required to be described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus or to be filed as an exhibit to the Registration Statement (each, a "Material Contract") has been so described or filed, and each Material Contract is a valid and binding obligation of the Company (or its applicable subsidiary), enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and by general principles of equity. Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any other party thereto, is in default in the performance or observance of any material obligation, covenant, or condition contained in any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Without limiting the generality of the foregoing, the Company's Material Contracts include:

(i) Master Cloud Services Agreement with Brindoval Data Centers LLC, dated January 15, 2021, providing for a five (5)-year initial term and an annual minimum commitment of $8.2 million for dedicated cloud infrastructure and hosting services.

(ii) Strategic Partnership Agreement with Nordwell Financial Technologies Inc., dated March 30, 2021, providing for a three (3)-year initial term for the co-development and joint marketing of integrated compliance and fraud detection solutions.

(iii) Revolving Credit Facility Agreement with Ashford National Bank, dated June 1, 2021, providing for a revolving credit commitment in the aggregate principal amount of $50,000,000, bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points, with a maturity date of June 1, 2024. As of March 31, 2022, approximately $15,000,000 was drawn and outstanding under this facility.

3(k) Tax Matters

The Company and each of its subsidiaries have filed all material federal, state, local, and foreign tax returns that are required to be filed, or have duly requested extensions thereof, and have paid all material taxes required to be paid by them and any related assessments, fines, or penalties, except for any such taxes, assessments, fines, or penalties that are currently being contested in good faith and by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There are no material tax deficiencies that have been asserted against the Company or any of its subsidiaries, nor, to the Company's knowledge, is there any basis for any material tax deficiency, assessment, or claim.

3(l) Insurance. The Company and its subsidiaries maintain insurance of the types and in the amounts that the Company reasonably believes is adequate and customary for the conduct of their business and the value of their properties, including, without limitation, insurance covering errors and omissions, commercial general liability, property damage, business interruption, and workers' compensation. All such insurance policies are in full force and effect, and all premiums due thereon have been paid. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of any insurer that any material claim has been denied or disputed, or that any insurance coverage previously afforded is no longer available.

In connection with the offering, the Company has arranged for a directors' and officers' liability insurance policy with Terrace Hill Insurance Group Ltd. (through its subsidiary, Terrace Hill Insurance Company of America), providing an aggregate coverage limit of $30,000,000, with a six (6)-year tail period, at an annual premium of approximately $2,400,000, to be bound upon the closing of the offering. As described in Section 13 of this Agreement, this D&O policy was not bound due to the withdrawal of the offering.

3(m) Compliance with Laws

The Company and each of its subsidiaries are, and at all times during the three (3) years preceding the date hereof have been, in compliance in all material respects with all applicable laws, rules, regulations, and ordinances of any governmental authority having jurisdiction over the Company or any of its subsidiaries, including, without limitation, all applicable federal and state securities laws, the rules and regulations of the Commission, data privacy and data protection laws and regulations (including, without limitation, the California Consumer Privacy Act, the EU General Data Protection Regulation to the extent applicable, and applicable state data breach notification laws), and cybersecurity regulations, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3(n) Listing. The Company has applied for listing of the Class A Common Stock on the Nasdaq Global Select Market under the ticker symbol "LMSA." The Company satisfies, and upon the closing of the offering will continue to satisfy, the listing requirements of the Nasdaq Global Select Market, including all applicable quantitative and qualitative listing standards.

3(o) Transfer Agent

The Company has duly appointed Broadleaf Transfer Services Inc. as the transfer agent and registrar for the Class A Common Stock. Broadleaf Transfer Services Inc. is duly registered as a transfer agent with the Commission under Section 17A of the Exchange Act.

3(p) Internal Controls and Disclosure Controls

The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company acknowledges that, as an "emerging growth company" (as defined below), it is not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

3(q) Emerging Growth Company Status

The Company is an "emerging growth company" as defined in Section 2(a)(19) of the Act (as added by Section 101(b) of the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act")). The Company has not taken any action that would cause it to cease to be an emerging growth company. The Company has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, including delayed adoption of new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Act.

3(r) No Stabilization or Manipulation

Neither the Company nor, to the Company's knowledge, any person acting on behalf of the Company has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, in violation of Regulation M under the Exchange Act or otherwise.

3(s) FINRA Matters

There is no relationship or arrangement between the Company (or any of its affiliates, officers, directors, or five percent (5%) or greater stockholders) and any FINRA member or any person associated with a FINRA member that constitutes underwriting compensation requiring disclosure under the applicable rules of FINRA (including FINRA Rule 5110), except as disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.

3(t) Related-Party Transactions

All transactions between or among the Company (or its subsidiaries) and any of its officers, directors, or stockholders or any affiliate thereof that are required to be described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus pursuant to Item 404 of Regulation S-K have been so described.

3(u) ERISA Compliance

Each employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) established or maintained by the Company or any of its subsidiaries or to which the Company or any of its subsidiaries contributes or is required to contribute is in compliance in all material respects with ERISA and the Internal Revenue Code of 1986, as amended (the "Code"). No "reportable event" (as defined in Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any such plan. No "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred or is reasonably expected to occur with respect to any such plan, except where such reportable event or prohibited transaction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3(v) Environmental Compliance

The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign environmental laws, regulations, and ordinances, including those relating to pollution, protection of human health and safety, and the environment (including, without limitation, ambient air, surface water, groundwater, land surface, or subsurface strata), and including all laws and regulations relating to emissions, discharges, releases, or threatened releases of hazardous materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of hazardous materials, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

3(w) Anti-Corruption and FCPA

Neither the Company nor any of its subsidiaries, nor any director, officer, employee, or, to the Company's knowledge, agent or representative of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any foreign or domestic government official or employee.

3(x) Sanctions and OFAC

Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, employee, agent, or affiliate of the Company or any of its subsidiaries is a person or entity that is, or is fifty percent (50%) or more owned or controlled by a person or entity that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"); or (ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria).

The Company and its subsidiaries have not, directly or indirectly, used any funds or will use any funds, or lent, contributed, or otherwise made available such funds to any subsidiary, joint venture partner, or other person or entity, in connection with any sales or operations in any country or territory that is the subject of comprehensive Sanctions, or for the purpose of financing the activities of any person currently the subject of any Sanctions, in each case in violation of Sanctions. The Company and its subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that is the subject of comprehensive Sanctions.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS

Each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with, each of the Underwriters and the Company, as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:

4(a) Organization and Authorization

Each Selling Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full right, power, and authority to enter into and perform its obligations under this Agreement and to sell, transfer, and deliver the Shares to be sold by such Selling Stockholder hereunder.

Velthryn Venture Partners Fund IV, L.P. is managed by its general partner, Velthryn Venture Partners Management IV, LLC. The principal of Velthryn Venture Partners Management IV, LLC is Jonathan Tsai, Managing Partner. The principal office address of Velthryn is 2100 Sand Hill Road, Suite 300, Menlo Park, California 94025.

Arclight Equity Group Fund VII, L.P. is managed by its general partner, Arclight Equity Management VII, LLC. The principals of Arclight Equity Management VII, LLC are Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner. The principal office address of Arclight is 780 Third Avenue, 22nd Floor, New York, New York 10017.

This Agreement has been duly authorized, executed, and delivered by each Selling Stockholder and, assuming due authorization, execution, and delivery by each of the other parties hereto, constitutes a valid and binding obligation of each Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as the enforceability hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

4(b) Title to Shares

Each Selling Stockholder has, and on the Closing Date and each Option Closing Date (if applicable) will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities, charges, claims, security interests, restrictions on transfer (other than restrictions under the Act and applicable state securities laws), options, or other defects of title. Upon delivery of such Shares against payment therefor as provided herein, the Underwriters will acquire good and valid title to such Shares, free and clear of all liens, encumbrances, equities, charges, claims, security interests, restrictions on transfer (other than restrictions under the Act and applicable state securities laws), options, or other defects of title, assuming that each Underwriter acquires its Shares without notice of any adverse claim.

4(c) No Conflicts

The execution, delivery, and performance of this Agreement by each Selling Stockholder, and the sale by such Selling Stockholder of the Shares to be sold by it hereunder, and the consummation of the transactions contemplated hereby, will not (i) conflict with or violate the organizational documents (including the partnership agreement and certificate of limited partnership) of such Selling Stockholder, (ii) result in a breach or violation of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any agreement, indenture, or other instrument to which such Selling Stockholder is a party or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment, or decree applicable to such Selling Stockholder, except in the case of clauses (ii) and (iii) where such breach, violation, default, or right would not, individually or in the aggregate, reasonably be expected to impair the ability of such Selling Stockholder to consummate the transactions contemplated hereby.

4(d) Registration Statement Disclosure

The information furnished in writing by or on behalf of each Selling Stockholder specifically for use in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4(e) No Stabilization or Manipulation

Neither any Selling Stockholder nor, to such Selling Stockholder's knowledge, any person acting on behalf of such Selling Stockholder has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.

SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

Each Underwriter, severally and not jointly, represents and warrants to the Company and the Selling Stockholders that:

(a) Such Underwriter will not offer or sell any Shares in any jurisdiction except in compliance with the registration requirements of the Act, the Exchange Act, and all applicable state securities or "Blue Sky" laws, and in each case in accordance with the terms of this Agreement.

(b) Such Underwriter is a registered broker-dealer under the Exchange Act and a member in good standing of FINRA.

(c) Such Underwriter has not and will not use any "free writing prospectus" (as defined in Rule 405 under the Act) in connection with the offering other than (i) Issuer Free Writing Prospectuses approved in writing by the Company, (ii) a "bona fide electronic road show" (as defined in Rule 433(d)(8)(ii) under the Act), and (iii) any free writing prospectus containing only information describing the terms of the Shares or the offering, or not constituting a "prospectus" within the meaning of Section 2(a)(10)(a) of the Act.

(d) Such Underwriter has not and will not take any action that would constitute stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act.

SECTION 6: COVENANTS OF THE COMPANY

The Company covenants and agrees with each of the Underwriters as follows:

6(a) Filing of Prospectus

The Company will file the Prospectus (or any supplement thereto) with the Commission pursuant to Rule 424(b) under the Act within the time period required by such Rule and in accordance with Section 5(a) of the Act and Rule 424(b) thereunder. The Company will advise the Representative promptly of any such filing and will promptly provide the Representative with a copy of the Prospectus as so filed.

6(b) Amendments and Supplements

The Company will not, at any time prior to the later of (i) the Closing Date (or the last Option Closing Date, if later) and (ii) the completion of the distribution of the Shares by the Underwriters, file or publish any amendment or supplement to the Registration Statement or the Prospectus, or prepare or use any Issuer Free Writing Prospectus, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. The Company will advise the Representative promptly of:

(i) the filing of any post-effective amendment to the Registration Statement or any supplement to the Prospectus;

(ii) any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information with respect thereto;

(iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act; and

(iv) the occurrence of any event during the period referred to in the first sentence of this Section 6(b) as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or as a result of which it is necessary to amend or supplement the Prospectus in order to comply with the Act.

In the event of the occurrence of any such event described in clause (iv) above, the Company will promptly prepare and file with the Commission (and furnish to the Representative) such amendment or supplement to the Registration Statement or the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading, or so that the Prospectus will comply with the Act.

6(c) Delivery of Copies

The Company will furnish to the Representative and to Underwriters' Counsel, without charge, as many copies of the Registration Statement (including exhibits thereto and all documents incorporated by reference therein), each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments and supplements to any of the foregoing, in each case as soon as available, and in such quantities as the Representative may from time to time reasonably request.

6(d) Blue Sky Compliance

The Company will cooperate with the Underwriters and Underwriters' Counsel in qualifying or registering the Shares for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative may reasonably request, and will continue such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or consent to service of process in any jurisdiction where it is not otherwise subject to service, (ii) take any action that would subject it to general consent to service of process or to taxation in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject. Calderwood & Harkness LLP has prepared a Blue Sky Survey covering all fifty (50) states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, confirming that the Shares, upon listing on the Nasdaq Global Select Market, will constitute "covered securities" within the meaning of Section 18 of the Act, and therefore will be exempt from state Blue Sky registration requirements.

6(e) Earnings Statement

The Company will make generally available to its security holders as soon as practicable, but in any event not later than sixteen (16) months after the effective date of the Registration Statement (within the meaning of Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including Rule 158).

6(f) Use of Proceeds

The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds." As described in the Prospectus, the Company intends to use the net proceeds for general corporate purposes, including working capital, research and development investment, and potential strategic acquisitions.

Net proceeds to the Company from the offering (at the midpoint public offering price of $17.00 per share, and after deducting the underwriting discount of approximately $14,300,000 and estimated offering expenses of approximately $4,800,000) are estimated to be approximately $200,900,000.

6(g) No Stabilization

The Company will not take, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act or otherwise.

6(h) Listing. The Company will use its best efforts to effect and maintain the listing of the Class A Common Stock on the Nasdaq Global Select Market, and to comply with all applicable listing requirements and standards of the Nasdaq Global Select Market.

6(i) Issuer Free Writing Prospectuses

The Company will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Act) required to be filed with the Commission, without the prior written consent of the Representative. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.

6(j) Lock-Up. For a period of one hundred eighty (180) days following the date of the Prospectus (the "Company Lock-Up Period"), the Company will not, without the prior written consent of the Representative, directly or indirectly:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company; or

(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock of the Company,

whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, or otherwise.

The restrictions set forth in this Section 6(j) shall not apply to:

(A) the Shares to be sold by the Company pursuant to this Agreement;

(B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this Agreement, in each case as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus;

(C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's existing equity incentive plans as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus;

(D) the issuance of shares of Class A Common Stock upon the conversion of shares of Class B Common Stock or Preferred Stock in connection with the Amended and Restated Certificate of Incorporation, in each case as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus; and

(E) the filing by the Company of any registration statement on Form S-8 relating to any equity incentive plan described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.

6(k) Reporting. Following the offering, the Company will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. The Company will not terminate its status as an issuer required to file reports under the Exchange Act, even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

SECTION 7: COVENANTS OF THE SELLING STOCKHOLDERS

Each Selling Stockholder covenants and agrees with each of the Underwriters and the Company as follows:

7(a) Lock-Up. Each Selling Stockholder agrees that, for a period of one hundred eighty (180) days following the date of the Prospectus, such Selling Stockholder will not, without the prior written consent of the Representative, directly or indirectly, engage in any of the transactions described in Section 6(j)(i) or Section 6(j)(ii) hereof with respect to any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Selling Stockholder.

The restrictions set forth in this Section 7(a) shall be subject to customary carve-outs, including:

(i) transfers for bona fide estate planning purposes, including transfers to family members, trusts for the benefit of family members, or other estate planning vehicles, provided that the transferee executes a lock-up agreement in substantially the same f

UNDERWRITING AGREEMENT
Lumos Analytics Inc.
Class A Common Stock, par value $0.0001 per share
[●], 2022
EXECUTION VERSION (UNEXECUTED)
Registration Statement on Form S-1 (File No. 333-264518)
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Lumos Analytics Inc., a Delaware corporation (the "Company"), Velthryn Venture Partners Fund IV, L.P., a Delaware limited partnership ("Velthryn"), and Arclight Equity Group Fund VII, L.P., a Delaware limited partnership ("Arclight" and, together with Velthryn, the "Selling Stockholders"), hereby confirm their respective agreements with the several underwriters listed in Schedule I hereto (the "Underwriters"), for whom Pinnacle Securities LLC, a Delaware limited liability company, is acting as representative (the "Representative"), as follows:
The Company's principal executive offices are located at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The Company proposes to issue and sell to the several Underwriters an aggregate of 12,941,176 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the "Firm Shares — Company Shares"). The Selling Stockholders propose to sell to the several Underwriters an aggregate of 3,500,000 shares of Class A Common Stock (the "Firm Shares — Selling Stockholder Shares"), consisting of 2,000,000 shares to be sold by Velthryn Venture Partners Fund IV, L.P. and 1,500,000 shares to be sold by Arclight Equity Group Fund VII, L.P. The Firm Shares — Company Shares and the Firm Shares — Selling Stockholder Shares are collectively referred to herein as the "Firm Shares." The total number of Firm Shares to be sold in the offering is 16,441,176 shares.
In addition, the Company and the Selling Stockholders grant to the Underwriters an option to purchase up to an additional 2,466,176 shares of Class A Common Stock (the "Option Shares"), representing approximately fifteen percent (15%) of the total Firm Shares (16,441,176 × 15% = 2,466,176), solely for the purpose of covering over-allotments, if any. The Firm Shares and the Option Shares are collectively referred to herein as the "Shares."
The Shares are to be offered to the public at the public offering price set forth on the cover page of the Prospectus (as defined herein). The Company has filed a registration statement on Form S-1 (File No. 333-264518; CIK 0001923847) with the Securities and Exchange Commission (the "Commission" or the "SEC") relating to the Shares, with a preliminary price range of $16.00 to $18.00 per share. The Company has applied to list the Class A Common Stock on the Nasdaq Global Select Market under the ticker symbol "LMSA."
The Company, the Selling Stockholders, and the Underwriters agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Applicable Time" means [●] [p.m.] (Eastern time) on the date of this Agreement.
"Auditors" means Meridian & Howe LLP, the Company's independent registered public accounting firm.
"Closing Date" means the date of delivery of and payment for the Firm Shares, which shall be the third business day after the date of this Agreement (or such other date as the Representative and the Company may agree upon in writing).
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Company Counsel" means Calderwood & Harkness LLP.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 under the Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares, including any "testing-the-waters communication" (as defined below) that is a written communication within the meaning of Rule 405 under the Act used in reliance on Section 5(d) of the Act.
"Lock-Up Period" means the period of one hundred eighty (180) days following the date of the Prospectus.
"Nasdaq" means the Nasdaq Global Select Market.
"Option Closing Date" means each date of delivery of and payment for Option Shares pursuant to Section 2(c) hereof.
"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, including the preliminary prospectus (commonly referred to as the "Red Herring" prospectus) distributed on or about April 25, 2022.
"Pricing Disclosure Package" means the most recent Preliminary Prospectus, together with any Issuer Free Writing Prospectuses, and the pricing information set forth in Schedule II hereto, including the preliminary price range of $16.00 to $18.00 per share (midpoint: $17.00 per share), considered together as of the Applicable Time.
"Prospectus" means the final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Act, including all amendments and supplements thereto.
"Registration Statement" means the registration statement on Form S-1 (File No. 333-264518) filed by the Company with the Commission relating to the Shares, including all amendments thereto (including, without limitation, Amendment No. 1 filed on April 14, 2022), all exhibits thereto, and all documents incorporated by reference therein, as such registration statement became or becomes effective under the Act, and including any registration statement filed pursuant to Rule 462(b) under the Act.
"Testing-the-Waters Communication" means any oral or written communication with potential investors that are qualified institutional buyers (as defined in Rule 144A under the Act) or institutional accredited investors (within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) under the Act), undertaken in reliance on Section 5(d) of the Act.
"Transfer Agent" means Broadleaf Transfer Services Inc., the transfer agent and registrar for the Class A Common Stock.
"Underwriters' Counsel" means Hargrove & Liddell LLP.
Unless otherwise specified, references in this Agreement to the Registration Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to include the documents, if any, incorporated by reference therein as of the date of such Registration Statement, Preliminary Prospectus, or Prospectus, respectively. All references in this Agreement to financial statements and schedules and other information that is "contained," "included," or "stated" in the Registration Statement, any Preliminary Prospectus, or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference therein.
SECTION 2: PURCHASE AND SALE OF SHARES
2(a) Firm Shares — Company Shares
Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[●] (the "Purchase Price"), equal to the public offering price per share of $[●] less the underwriting discount of $[●] per share (representing six and one-half percent (6.5%) of the public offering price per share), the number of Firm Shares — Company Shares set forth opposite such Underwriter's name in Schedule I hereto.
At the midpoint of the preliminary price range ($17.00 per share), the Purchase Price would be calculated as follows: $17.00 × (1 − 0.065) = $15.895 per share. The total number of Firm Shares — Company Shares to be issued and sold by the Company is 12,941,176 shares. Based on the midpoint price of $17.00 per share, the gross proceeds to the Company from the sale of the Firm Shares — Company Shares would be approximately $220,000,000. The total underwriting discount applicable to the Firm Shares — Company Shares, at midpoint pricing, would be approximately $14,300,000 ($220,000,000 × 6.5%). The net proceeds to the Company from the sale of the Firm Shares — Company Shares, before deducting estimated offering expenses, would be approximately $205,700,000.
2(b) Firm Shares — Selling Stockholder Shares
Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholders, at the Purchase Price, the number of Firm Shares — Selling Stockholder Shares set forth opposite such Underwriter's name in Schedule I hereto, allocated among the Selling Stockholders as follows:
At the midpoint of the preliminary price range ($17.00 per share), the total gross proceeds to the Selling Stockholders from the sale of the Firm Shares — Selling Stockholder Shares would be 3,500,000 × $17.00 = $59,500,000. Each Selling Stockholder's proportionate share of the underwriting discount shall be borne by such Selling Stockholder.
2(c) Option Shares
The Company and the Selling Stockholders hereby grant to the several Underwriters an option (the "Over-Allotment Option"), exercisable for a period of thirty (30) days from the date of the Prospectus, to purchase up to an aggregate of 2,466,176 additional shares of Class A Common Stock at the Purchase Price, solely for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The allocation of the Option Shares between the Company and the Selling Stockholders shall be determined at the time of pricing, on a pro rata basis or as otherwise agreed among the Company, the Selling Stockholders, and the Representative.
The Representative may exercise the Over-Allotment Option on behalf of the several Underwriters by delivering written notice to the Company and the Selling Stockholders (or their respective counsel), specifying the aggregate number of Option Shares to be purchased and the Option Closing Date, which Option Closing Date shall be not earlier than two (2) business days after the date of such notice. The Over-Allotment Option may be exercised in whole or in part, and on one or more occasions, during the thirty (30)-day exercise period.
2(d) Payment and Delivery
Payment for the Firm Shares shall be made on the Closing Date by wire transfer of immediately available funds to such accounts as shall be designated in writing by the Company and the Selling Stockholders (or their respective counsel), against delivery of the Firm Shares to be purchased on such date through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. The Company shall cause its transfer agent to deliver the Firm Shares in book-entry form through the DTC system.
Payment for any Option Shares shall be made on the applicable Option Closing Date by wire transfer of immediately available funds to such accounts as shall be designated in writing by the Company and the Selling Stockholders (or their respective counsel), against delivery of such Option Shares through the facilities of DTC for the respective accounts of the several Underwriters.
It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the Purchase Price for, the Firm Shares and any Option Shares that the Underwriters have agreed to purchase. Pinnacle Securities LLC, individually and not as the Representative, may (but shall not be obligated to) make payment for any Shares to be purchased by any defaulting Underwriter, but any such payment shall not relieve such defaulting Underwriter of its obligations hereunder.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
3(a) Organization and Good Standing
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 6281934; Employer Identification Number 82-3194567). The Company has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, including, without limitation, the States of California, New York, Texas, and Illinois, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.
3(b) Subsidiaries.  Each subsidiary of the Company (each, a "Subsidiary") is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding shares of capital stock of, or other ownership interests in, each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and are owned directly or indirectly by the Company free and clear of any lien, charge, encumbrance, security interest, restriction on transfer, or any other claim of any third party. The subsidiaries of the Company are as set forth in the Registration Statement, and no subsidiary of the Company is prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distributions on such subsidiary's capital stock or other ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company, or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
3(c) Capitalization.  The authorized capital stock of the Company consists of 500,000,000 shares of Common Stock, par value $0.0001 per share, divided into shares of Class A Common Stock and shares of Class B Common Stock. As of the date hereof (and prior to giving effect to the conversion of preferred stock in connection with the offering), the Company's outstanding equity securities consist of the following:
(i) Class B Common Stock: 28,500,000 shares issued and outstanding, held by the Company's co-founders as follows: Priya Subramanian — 16,500,000 shares and Marcus Henley — 12,000,000 shares. Each share of Class B Common Stock carries ten (10) votes per share on all matters submitted to a vote of stockholders.
(ii) Preferred Stock (Series A through Series D): An aggregate of 62,400,000 shares of Preferred Stock (consisting of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock) are issued and outstanding. All such shares of Preferred Stock will be automatically converted into an equal number of shares of Class A Common Stock upon the closing of the offering.
(iii) Employee Stock Options: The Company has established an equity incentive plan under which 14,800,000 shares of Class A Common Stock have been reserved for issuance. As of the date hereof, options to purchase an aggregate of 11,300,000 shares of Class A Common Stock are outstanding at a weighted-average exercise price of $4.82 per share.
(iv) Fully Diluted Shares: On a fully diluted basis (including all outstanding shares of Class B Common Stock, all outstanding shares of Preferred Stock on an as-converted basis, and all outstanding stock options), the Company has approximately 118,200,000 shares of Common Stock outstanding on a pre-IPO basis.
All outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable, and have been issued in compliance with all applicable federal and state securities laws. The Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued, fully paid, and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive right, right of first refusal, or other similar right of any stockholder of the Company or any other person.
The Company has a dual-class common stock structure. Class A Common Stock entitles the holder thereof to one (1) vote per share, and Class B Common Stock entitles the holder thereof to ten (10) votes per share, on all matters submitted to a vote of the stockholders. The Company's Amended and Restated Certificate of Incorporation includes a sunset provision providing for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis upon the earliest to occur of: (i) the seventh (7th) anniversary of the closing of the offering contemplated hereby; (ii) the date on which any share of Class B Common Stock is transferred to a person or entity that is not a "Permitted Transferee" (as defined in the Amended and Restated Certificate of Incorporation); or (iii) the date on which the holders of Class B Common Stock, collectively, hold less than ten percent (10%) of the total number of shares of Common Stock (Class A and Class B, combined) then outstanding.
Except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), agreements, or commitments to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound providing for the issuance of, or the granting of any right to acquire, any shares of capital stock or other equity interests of the Company or any of its subsidiaries.
3(d) Authorization of Agreement and Shares
This Agreement has been duly authorized, executed, and delivered by the Company and, assuming due authorization, execution, and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The issuance and sale of the Shares by the Company hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company, including approval by the Company's Board of Directors and, to the extent required, the Company's stockholders.
3(e) Registration Statement and Prospectus
The Registration Statement on Form S-1 (File No. 333-264518) has been filed with the Commission under the Act. The Registration Statement has been declared effective by the Commission, or the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or, to the Company's knowledge, are threatened by the Commission.
The Registration Statement, at the time it became effective, did not contain, and as of the date hereof does not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus, as of its date and as of the Closing Date (and each Option Closing Date, if any), does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Pricing Disclosure Package, as of the Applicable Time, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Each Issuer Free Writing Prospectus and each Testing-the-Waters Communication, as of its date of first use, did not include any information that conflicted with the information contained in the Registration Statement then on file with the Commission or any then-effective Preliminary Prospectus, and each such Issuer Free Writing Prospectus and Testing-the-Waters Communication, when considered together with the Pricing Disclosure Package, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing representations and warranties in this Section 3(e) do not apply to statements in or omissions from the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Section 10(c) hereof.
3(f) Financial Statements
The financial statements (including the related notes and schedules thereto) included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and their cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be otherwise stated therein or in the notes thereto.
The audited consolidated financial statements of the Company for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 have been audited by Meridian & Howe LLP, an independent registered public accounting firm, as stated in its reports thereon included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus. Such reports are not subject to any qualifications or exceptions as to the scope of the audit or as to accounting principles. For fiscal year ended December 31, 2021, the Company reported total revenue of $187.4 million, and for fiscal year ended December 31, 2020, the Company reported total revenue of $118.6 million, reflecting year-over-year revenue growth of approximately fifty-eight percent (58%). As of December 31, 2021, the Company's annualized recurring revenue ("ARR") was $206.8 million, gross margin was 72.3%, net loss was $(41.2) million, Adjusted EBITDA was $(18.7) million, and cash and cash equivalents totaled $94.3 million.
The unaudited interim consolidated financial statements for the three months ended March 31, 2022 included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of March 31, 2022 and the results of their operations and their cash flows for the three-month period then ended, subject to normal year-end audit adjustments and the absence of certain footnote disclosures. For the quarter ended March 31, 2022, the Company reported revenue of $54.9 million, ARR of $219.5 million, and net loss of $(13.8) million.
The non-GAAP financial measures (including Adjusted EBITDA and any other non-GAAP measures) included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus have been presented in compliance with Regulation G under the Exchange Act and Item 10(e) of Regulation S-K, including the required reconciliation to the most directly comparable GAAP financial measures.
3(g) No Material Adverse Change
Since the date of the most recent financial statements included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus (i) there has been no material adverse change (or any development or event involving a prospective material adverse change) in the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole, (ii) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid, or made by the Company on any class of its capital stock, in each case except as described in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
3(h) Absence of Certain Proceedings
There are no legal, governmental, or regulatory investigations, actions, suits, or proceedings pending or, to the Company's knowledge, threatened to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated by the Registration Statement, the Pricing Disclosure Package, and the Prospectus. No such proceedings are pending or, to the Company's knowledge, threatened involving the validity of any patent, trademark, or other intellectual property right of the Company.
3(i) intellectual Property
The Company and its subsidiaries own or have valid and enforceable rights to use all patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, know-how, software, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as presently conducted and as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, and the expected expiration of any such rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, the Company's intellectual Property portfolio includes the following:
(i) Registered Trademarks: "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," each registered with the United States Patent and Trademark Office ("USPTO").
(ii) Patents: Fourteen (14) issued United States utility patents and seven (7) pending patent applications related to machine learning-based fraud detection, real-time transaction scoring algorithms, and related technologies.
(iii) Material Software: The LumosIQ Platform, the FraudLens module, the RegConnect module, and the DataBridge API suite.
To the Company's knowledge, no third party is infringing upon any intellectual Property of the Company or its subsidiaries in any manner that would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the Company's knowledge, threatened claims or actions alleging that the Company's or any of its subsidiaries' operations or products infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party, except as disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
3(j) Material Contracts
Each contract or agreement that is required to be described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus or to be filed as an exhibit to the Registration Statement (each, a "Material Contract") has been so described or filed, and each Material Contract is a valid and binding obligation of the Company (or its applicable subsidiary), enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and by general principles of equity. Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any other party thereto, is in default in the performance or observance of any material obligation, covenant, or condition contained in any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, the Company's Material Contracts include:
(i) Master Cloud Services Agreement with Brindoval Data Centers LLC, dated January 15, 2021, providing for a five (5)-year initial term and an annual minimum commitment of $8.2 million for dedicated cloud infrastructure and hosting services.
(ii) Strategic Partnership Agreement with Nordwell Financial Technologies Inc., dated March 30, 2021, providing for a three (3)-year initial term for the co-development and joint marketing of integrated compliance and fraud detection solutions.
(iii) Revolving Credit Facility Agreement with Ashford National Bank, dated June 1, 2021, providing for a revolving credit commitment in the aggregate principal amount of $50,000,000, bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points, with a maturity date of June 1, 2024. As of March 31, 2022, approximately $15,000,000 was drawn and outstanding under this facility.
3(k) Tax Matters
The Company and each of its subsidiaries have filed all material federal, state, local, and foreign tax returns that are required to be filed, or have duly requested extensions thereof, and have paid all material taxes required to be paid by them and any related assessments, fines, or penalties, except for any such taxes, assessments, fines, or penalties that are currently being contested in good faith and by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There are no material tax deficiencies that have been asserted against the Company or any of its subsidiaries, nor, to the Company's knowledge, is there any basis for any material tax deficiency, assessment, or claim.
3(l) Insurance.  The Company and its subsidiaries maintain insurance of the types and in the amounts that the Company reasonably believes is adequate and customary for the conduct of their business and the value of their properties, including, without limitation, insurance covering errors and omissions, commercial general liability, property damage, business interruption, and workers' compensation. All such insurance policies are in full force and effect, and all premiums due thereon have been paid. Neither the Company nor any of its subsidiaries has received notice from any insurer or agent of any insurer that any material claim has been denied or disputed, or that any insurance coverage previously afforded is no longer available.
In connection with the offering, the Company has arranged for a directors' and officers' liability insurance policy with Terrace Hill Insurance Group Ltd. (through its subsidiary, Terrace Hill Insurance Company of America), providing an aggregate coverage limit of $30,000,000, with a six (6)-year tail period, at an annual premium of approximately $2,400,000, to be bound upon the closing of the offering. As described in Section 13 of this Agreement, this D&O policy was not bound due to the withdrawal of the offering.
3(m) Compliance with Laws
The Company and each of its subsidiaries are, and at all times during the three (3) years preceding the date hereof have been, in compliance in all material respects with all applicable laws, rules, regulations, and ordinances of any governmental authority having jurisdiction over the Company or any of its subsidiaries, including, without limitation, all applicable federal and state securities laws, the rules and regulations of the Commission, data privacy and data protection laws and regulations (including, without limitation, the California Consumer Privacy Act, the EU General Data Protection Regulation to the extent applicable, and applicable state data breach notification laws), and cybersecurity regulations, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3(n) Listing.  The Company has applied for listing of the Class A Common Stock on the Nasdaq Global Select Market under the ticker symbol "LMSA." The Company satisfies, and upon the closing of the offering will continue to satisfy, the listing requirements of the Nasdaq Global Select Market, including all applicable quantitative and qualitative listing standards.
3(o) Transfer Agent
The Company has duly appointed Broadleaf Transfer Services Inc. as the transfer agent and registrar for the Class A Common Stock. Broadleaf Transfer Services Inc. is duly registered as a transfer agent with the Commission under Section 17A of the Exchange Act.
3(p) Internal Controls and Disclosure Controls
The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company acknowledges that, as an "emerging growth company" (as defined below), it is not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
3(q) Emerging Growth Company Status
The Company is an "emerging growth company" as defined in Section 2(a)(19) of the Act (as added by Section 101(b) of the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act")). The Company has not taken any action that would cause it to cease to be an emerging growth company. The Company has elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, including delayed adoption of new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Act.
3(r) No Stabilization or Manipulation
Neither the Company nor, to the Company's knowledge, any person acting on behalf of the Company has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares, in violation of Regulation M under the Exchange Act or otherwise.
3(s) FINRA Matters
There is no relationship or arrangement between the Company (or any of its affiliates, officers, directors, or five percent (5%) or greater stockholders) and any FINRA member or any person associated with a FINRA member that constitutes underwriting compensation requiring disclosure under the applicable rules of FINRA (including FINRA Rule 5110), except as disclosed in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
3(t) Related-Party Transactions
All transactions between or among the Company (or its subsidiaries) and any of its officers, directors, or stockholders or any affiliate thereof that are required to be described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus pursuant to Item 404 of Regulation S-K have been so described.
3(u) ERISA Compliance
Each employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) established or maintained by the Company or any of its subsidiaries or to which the Company or any of its subsidiaries contributes or is required to contribute is in compliance in all material respects with ERISA and the Internal Revenue Code of 1986, as amended (the "Code"). No "reportable event" (as defined in Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any such plan. No "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred or is reasonably expected to occur with respect to any such plan, except where such reportable event or prohibited transaction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3(v) Environmental Compliance
The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign environmental laws, regulations, and ordinances, including those relating to pollution, protection of human health and safety, and the environment (including, without limitation, ambient air, surface water, groundwater, land surface, or subsurface strata), and including all laws and regulations relating to emissions, discharges, releases, or threatened releases of hazardous materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of hazardous materials, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3(w) Anti-Corruption and FCPA
Neither the Company nor any of its subsidiaries, nor any director, officer, employee, or, to the Company's knowledge, agent or representative of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries, (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback, or other unlawful payment to any foreign or domestic government official or employee.
3(x) Sanctions and OFAC
Neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any director, officer, employee, agent, or affiliate of the Company or any of its subsidiaries is a person or entity that is, or is fifty percent (50%) or more owned or controlled by a person or entity that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"); or (ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria).
The Company and its subsidiaries have not, directly or indirectly, used any funds or will use any funds, or lent, contributed, or otherwise made available such funds to any subsidiary, joint venture partner, or other person or entity, in connection with any sales or operations in any country or territory that is the subject of comprehensive Sanctions, or for the purpose of financing the activities of any person currently the subject of any Sanctions, in each case in violation of Sanctions. The Company and its subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country or territory that is the subject of comprehensive Sanctions.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS
Each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with, each of the Underwriters and the Company, as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
4(a) Organization and Authorization
Each Selling Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full right, power, and authority to enter into and perform its obligations under this Agreement and to sell, transfer, and deliver the Shares to be sold by such Selling Stockholder hereunder.
Velthryn Venture Partners Fund IV, L.P. is managed by its general partner, Velthryn Venture Partners Management IV, LLC. The principal of Velthryn Venture Partners Management IV, LLC is Jonathan Tsai, Managing Partner. The principal office address of Velthryn is 2100 Sand Hill Road, Suite 300, Menlo Park, California 94025.
Arclight Equity Group Fund VII, L.P. is managed by its general partner, Arclight Equity Management VII, LLC. The principals of Arclight Equity Management VII, LLC are Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner. The principal office address of Arclight is 780 Third Avenue, 22nd Floor, New York, New York 10017.
This Agreement has been duly authorized, executed, and delivered by each Selling Stockholder and, assuming due authorization, execution, and delivery by each of the other parties hereto, constitutes a valid and binding obligation of each Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as the enforceability hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
4(b) Title to Shares
Each Selling Stockholder has, and on the Closing Date and each Option Closing Date (if applicable) will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities, charges, claims, security interests, restrictions on transfer (other than restrictions under the Act and applicable state securities laws), options, or other defects of title. Upon delivery of such Shares against payment therefor as provided herein, the Underwriters will acquire good and valid title to such Shares, free and clear of all liens, encumbrances, equities, charges, claims, security interests, restrictions on transfer (other than restrictions under the Act and applicable state securities laws), options, or other defects of title, assuming that each Underwriter acquires its Shares without notice of any adverse claim.
4(c) No Conflicts
The execution, delivery, and performance of this Agreement by each Selling Stockholder, and the sale by such Selling Stockholder of the Shares to be sold by it hereunder, and the consummation of the transactions contemplated hereby, will not (i) conflict with or violate the organizational documents (including the partnership agreement and certificate of limited partnership) of such Selling Stockholder, (ii) result in a breach or violation of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any agreement, indenture, or other instrument to which such Selling Stockholder is a party or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment, or decree applicable to such Selling Stockholder, except in the case of clauses (ii) and (iii) where such breach, violation, default, or right would not, individually or in the aggregate, reasonably be expected to impair the ability of such Selling Stockholder to consummate the transactions contemplated hereby.
4(d) Registration Statement Disclosure
The information furnished in writing by or on behalf of each Selling Stockholder specifically for use in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
4(e) No Stabilization or Manipulation
Neither any Selling Stockholder nor, to such Selling Stockholder's knowledge, any person acting on behalf of such Selling Stockholder has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.
SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS
Each Underwriter, severally and not jointly, represents and warrants to the Company and the Selling Stockholders that:
(a) Such Underwriter will not offer or sell any Shares in any jurisdiction except in compliance with the registration requirements of the Act, the Exchange Act, and all applicable state securities or "Blue Sky" laws, and in each case in accordance with the terms of this Agreement.
(b) Such Underwriter is a registered broker-dealer under the Exchange Act and a member in good standing of FINRA.
(c) Such Underwriter has not and will not use any "free writing prospectus" (as defined in Rule 405 under the Act) in connection with the offering other than (i) Issuer Free Writing Prospectuses approved in writing by the Company, (ii) a "bona fide electronic road show" (as defined in Rule 433(d)(8)(ii) under the Act), and (iii) any free writing prospectus containing only information describing the terms of the Shares or the offering, or not constituting a "prospectus" within the meaning of Section 2(a)(10)(a) of the Act.
(d) Such Underwriter has not and will not take any action that would constitute stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act.
SECTION 6: COVENANTS OF THE COMPANY
The Company covenants and agrees with each of the Underwriters as follows:
6(a) Filing of Prospectus
The Company will file the Prospectus (or any supplement thereto) with the Commission pursuant to Rule 424(b) under the Act within the time period required by such Rule and in accordance with Section 5(a) of the Act and Rule 424(b) thereunder. The Company will advise the Representative promptly of any such filing and will promptly provide the Representative with a copy of the Prospectus as so filed.
6(b) Amendments and Supplements
The Company will not, at any time prior to the later of (i) the Closing Date (or the last Option Closing Date, if later) and (ii) the completion of the distribution of the Shares by the Underwriters, file or publish any amendment or supplement to the Registration Statement or the Prospectus, or prepare or use any Issuer Free Writing Prospectus, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. The Company will advise the Representative promptly of:
(i) the filing of any post-effective amendment to the Registration Statement or any supplement to the Prospectus;
(ii) any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information with respect thereto;
(iii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose or pursuant to Section 8A of the Act; and
(iv) the occurrence of any event during the period referred to in the first sentence of this Section 6(b) as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or as a result of which it is necessary to amend or supplement the Prospectus in order to comply with the Act.
In the event of the occurrence of any such event described in clause (iv) above, the Company will promptly prepare and file with the Commission (and furnish to the Representative) such amendment or supplement to the Registration Statement or the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading, or so that the Prospectus will comply with the Act.
6(c) Delivery of Copies
The Company will furnish to the Representative and to Underwriters' Counsel, without charge, as many copies of the Registration Statement (including exhibits thereto and all documents incorporated by reference therein), each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, and all amendments and supplements to any of the foregoing, in each case as soon as available, and in such quantities as the Representative may from time to time reasonably request.
6(d) Blue Sky Compliance
The Company will cooperate with the Underwriters and Underwriters' Counsel in qualifying or registering the Shares for offer and sale under the securities or "Blue Sky" laws of such jurisdictions as the Representative may reasonably request, and will continue such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or consent to service of process in any jurisdiction where it is not otherwise subject to service, (ii) take any action that would subject it to general consent to service of process or to taxation in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject. Calderwood & Harkness LLP has prepared a Blue Sky Survey covering all fifty (50) states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, confirming that the Shares, upon listing on the Nasdaq Global Select Market, will constitute "covered securities" within the meaning of Section 18 of the Act, and therefore will be exempt from state Blue Sky registration requirements.
6(e) Earnings Statement
The Company will make generally available to its security holders as soon as practicable, but in any event not later than sixteen (16) months after the effective date of the Registration Statement (within the meaning of Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including Rule 158).
6(f) Use of Proceeds
The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder substantially in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds." As described in the Prospectus, the Company intends to use the net proceeds for general corporate purposes, including working capital, research and development investment, and potential strategic acquisitions.
Net proceeds to the Company from the offering (at the midpoint public offering price of $17.00 per share, and after deducting the underwriting discount of approximately $14,300,000 and estimated offering expenses of approximately $4,800,000) are estimated to be approximately $200,900,000.
6(g) No Stabilization
The Company will not take, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company in violation of Regulation M under the Exchange Act or otherwise.
6(h) Listing.  The Company will use its best efforts to effect and maintain the listing of the Class A Common Stock on the Nasdaq Global Select Market, and to comply with all applicable listing requirements and standards of the Nasdaq Global Select Market.
6(i) Issuer Free Writing Prospectuses
The Company will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405 under the Act) required to be filed with the Commission, without the prior written consent of the Representative. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.
6(j) Lock-Up.  For a period of one hundred eighty (180) days following the date of the Prospectus (the "Company Lock-Up Period"), the Company will not, without the prior written consent of the Representative, directly or indirectly:
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock of the Company,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, or otherwise.
The restrictions set forth in this Section 6(j) shall not apply to:
(A) the Shares to be sold by the Company pursuant to this Agreement;
(B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this Agreement, in each case as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus;
(C) the issuance by the Company of shares of Common Stock or options to purchase shares of Common Stock pursuant to the Company's existing equity incentive plans as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus;
(D) the issuance of shares of Class A Common Stock upon the conversion of shares of Class B Common Stock or Preferred Stock in connection with the Amended and Restated Certificate of Incorporation, in each case as described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus; and
(E) the filing by the Company of any registration statement on Form S-8 relating to any equity incentive plan described in the Registration Statement, the Pricing Disclosure Package, and the Prospectus.
6(k) Reporting.  Following the offering, the Company will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. The Company will not terminate its status as an issuer required to file reports under the Exchange Act, even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.
SECTION 7: COVENANTS OF THE SELLING STOCKHOLDERS
Each Selling Stockholder covenants and agrees with each of the Underwriters and the Company as follows:
7(a) Lock-Up.  Each Selling Stockholder agrees that, for a period of one hundred eighty (180) days following the date of the Prospectus, such Selling Stockholder will not, without the prior written consent of the Representative, directly or indirectly, engage in any of the transactions described in Section 6(j)(i) or Section 6(j)(ii) hereof with respect to any shares of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock of the Company that are beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Selling Stockholder.
The restrictions set forth in this Section 7(a) shall be subject to customary carve-outs, including:
(i) transfers for bona fide estate planning purposes, including transfers to family members, trusts for the benefit of family members, or other estate planning vehicles, provided that the transferee executes a lock-up agreement in substantially the same f

UNDERWRITING AGREEMENT

EXECUTION VERSION (UNEXECUTED)

SECTION 1: DEFINITIONS

SECTION 2: PURCHASE AND SALE OF SHARES

SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS

SECTION 5: REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS

SECTION 6: COVENANTS OF THE COMPANY

SECTION 7: COVENANTS OF THE SELLING STOCKHOLDERS

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