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

Prepared by: Calderwood & Harkness LLP, Counsel to the Issuer Matter Number: 1008-00002

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UNDERWRITING AGREEMENT

This Underwriting Agreement (this "Agreement") is entered into as of [●], 2022, among:

(i) Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105;

(ii) Velthryn Venture Partners Fund IV, L.P., a Delaware limited partnership (a "Selling Stockholder");

(iii) Arclight Equity Group Fund VII, L.P., a Delaware limited partnership (a "Selling Stockholder," and "Selling Stockholders"); and

(iv) Pinnacle Securities LLC, a Delaware limited liability company ("Pinnacle Securities"), acting as representative (in such capacity, the "Representative") of the several underwriters listed on Schedule I hereto (including Whitfield & Company LLC and Graystone Capital Markets Inc.) (collectively, the "Underwriters").

RECITALS

WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 12,941,176 shares (the "Firm Shares — Company") of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Company;

WHEREAS, the Selling Stockholders propose to sell to the several Underwriters an aggregate of 3,500,000 shares (the "Firm Shares — Selling Stockholders") of Class A Common Stock, consisting of 2,000,000 shares from Velthryn Venture Partners Fund IV, L.P. and 1,500,000 shares from Arclight Equity Group Fund VII, L.P. (together with the Firm Shares — Company, the "Firm Shares"), for a combined total of 16,441,176 Firm Shares;

WHEREAS, in addition, the Company proposes to grant to the several Underwriters an option to purchase up to 2,466,176 additional shares of Class A Common Stock (the "Option Shares"), representing fifteen percent (15%) of the total Firm Shares (16,441,176 × 15% = 2,466,176), solely to cover over-allotments, if any (the Firm Shares and the Option Shares are collectively referred to herein as the "Shares");

WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the "Commission" or the "SEC") a registration statement on Form S-1 (File No. 333-264518; CIK 0001923847) (as amended and supplemented from time to time, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to the Shares, which Registration Statement includes a preliminary prospectus (the "Preliminary Prospectus") and will include a final prospectus (the "Prospectus" or the "Final Prospectus") to be filed with the Commission pursuant to Rule 424(b) under the Act;

WHEREAS, the Company has applied to list the shares of Class A Common Stock on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "LMSA."

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1 — DEFINITIONS

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

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

"Applicable Time" means [●] [a.m./p.m.] (Eastern time) on the date of this Agreement, which shall be the time of the first sale of the Shares.

"Business Day" means any day other than a Saturday, Sunday, or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close, or a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

"Class A Common Stock" means the Class A Common Stock, par value $0.0001 per share, of the Company, each share of which is entitled to one (1) vote per share on all matters submitted to a vote of the stockholders of the Company.

"Class B Common Stock" means the Class B Common Stock, par value $0.0001 per share, of the Company, each share of which is entitled to ten (10) votes per share on all matters submitted to a vote of the stockholders of the Company. As of the date of this Agreement, there are 28,500,000 shares of Class B Common Stock outstanding, of which 16,500,000 shares are held by Priya Subramanian, co-founder and Chief Executive Officer of the Company, and 12,000,000 shares are held by Marcus Henley, co-founder and Chief Technology Officer of the Company.

"Closing Date" means the third (3rd) Business Day following the date of this Agreement, or such other date as the Representative and the Company may mutually agree in writing; provided, that such date shall in no event be later than the tenth (10th) Business Day following the date of this Agreement.

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

"Company" means Lumos Analytics Inc., a Delaware corporation.

"Disclosure Package" means, collectively, (a) the Preliminary Prospectus, as most recently amended or supplemented prior to the Applicable Time, together with (b) each Issuer Free Writing Prospectus, if any, and the pricing information set forth on Schedule II-A hereto. As used herein, "Disclosure Package" shall be deemed to include all information contained in or incorporated by reference into the foregoing documents as of the Applicable Time.

"DTC" means The Depository Trust Company.

"EDGAR" means the Commission's Electronic Data Gathering, Analysis, and Retrieval system.

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

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

"Firm Shares" means the aggregate of 16,441,176 shares of Class A Common Stock to be sold by the Company and the Selling Stockholders to the several Underwriters pursuant to Section 2(a) of this Agreement, consisting of 12,941,176 shares to be sold by the Company (the "Firm Shares — Company") and 3,500,000 shares to be sold by the Selling Stockholders (the "Firm Shares — Selling Stockholders").

"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Act.

"Issuer Free Writing Prospectus" means any "issuer free writing prospectus" as defined in Rule 433 under the Act relating to the Shares.

"JOBS Act" means the Jumpstart Our Business Startups Act of 2012, as amended.

"Lock-Up Period" means the period commencing on the date of the Final Prospectus and continuing through and including the date that is one hundred eighty (180) days after the date of the Final Prospectus.

"Nasdaq" means the Nasdaq Global Select Market.

"Option Closing Date" means each date on which Option Shares are to be purchased and delivered pursuant to Section 2(b) and Section 2(d) of this Agreement.

"Option Shares" means up to 2,466,176 additional shares of Class A Common Stock that may be purchased by the several Underwriters from the Company pursuant to the option granted under Section 2(b) of this Agreement solely to cover over-allotments, if any.

"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) under the Act prior to the filing of the Final Prospectus.

"Prospectus" or "Final Prospectus" means the final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Act, including all documents incorporated or deemed incorporated by reference therein.

"Registration Statement" means the registration statement on Form S-1 (File No. 333-264518; CIK 0001923847), as amended (including all amendments and post-effective amendments thereto), as filed with the Commission under the Act, including the Prospectus, all exhibits thereto, and all documents incorporated or deemed incorporated by reference therein; and, in the event that the Company files an abbreviated registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Act, any such abbreviated registration statement shall also be deemed to be part of the "Registration Statement."

"Representative" means Pinnacle Securities LLC, acting as the representative of the several Underwriters.

"Selling Stockholders" means Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P.

"Shares" means, collectively, the Firm Shares and the Option Shares.

"Underwriter Information" means the information furnished in writing by any Underwriter through the Representative specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, which information is limited to the information described in Section 8(c) of this Agreement.

"Underwriters" means the several underwriters named on Schedule I hereto, for whom the Representative is acting as representative.

Other capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.

SECTION 2 — PURCHASE AND SALE OF SHARES

Section 2(a) — Agreement to Purchase Firm Shares.

Subject to the terms and conditions set forth in this Agreement:

(i) the Company agrees to issue and sell to the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares — Company set forth opposite such Underwriter's name on Schedule I hereto; and

(ii) each Selling Stockholder agrees to sell to the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from each such Selling Stockholder, the number of Firm Shares — Selling Stockholders set forth opposite such Underwriter's name on Schedule I hereto (allocated among the Selling Stockholders in proportion to the number of Firm Shares to be sold by each such Selling Stockholder).

The purchase price per Firm Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be equal to the public offering price per share set forth on Schedule II-A hereto, less the underwriting discount equal to six and one-half percent (6.5%) of the public offering price per share (the "Underwriting discount"). Based upon the midpoint of the preliminary offering price range of $16.00 to $18.00 per share, or $17.00 per share, the Underwriting discount per share would be $1.105, and the purchase price per Firm Share to the Underwriters would be $15.895 per share.

For illustrative purposes based upon the midpoint of the preliminary offering price range:

(A) Total public offering price of all Firm Shares: 16,441,176 × $17.00 = $279,499,992 (approximately $279.5 million).

(B) Total Underwriting discount on Firm Shares — Company: 12,941,176 × $1.105 = approximately $14,300,000.

(D) Net proceeds to the Company from sale of Firm Shares — Company (before deduction of offering expenses): 12,941,176 × $15.895 = approximately $205,700,000.

(E) Net proceeds to the Selling Stockholders from sale of Firm Shares — Selling Stockholders (before deduction of their pro rata share of expenses): 3,500,000 × $15.895 = $55,632,500.

It is understood that the Underwriters propose to offer the Shares to the public upon the terms set forth in the Prospectus. The offering and sale of the Shares to the Underwriters by the Company and the Selling Stockholders is herein called the "Offering."

Section 2(b) — Over-Allotment Option.

The Company hereby grants to the several Underwriters an option (the "Over-Allotment Option"), exercisable for a period of thirty (30) days after the date of the Final Prospectus, to purchase up to 2,466,176 Option Shares from the Company at the same purchase price per share applicable to the Firm Shares as set forth in Section 2(a) above (i.e., the public offering price per share less the Underwriting discount). The Over-Allotment Option may be exercised by the Representative on behalf of the several Underwriters in whole or in part, on one or more occasions, by delivery of written notice (which may be delivered by facsimile or electronic mail) to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised, the date of delivery of such Option Shares (each such date, an "Option Closing Date"), and the names and denominations in which such Option Shares are to be registered. Each Option Closing Date shall be determined by the Representative but shall not be earlier than two (2) Business Days or later than ten (10) Business Days after the date on which such notice of exercise is given.

If the Over-Allotment Option is exercised, each Underwriter shall be obligated, severally and not jointly, to purchase the number of Option Shares that bears the same proportion to the total number of Option Shares then being purchased as the number of Firm Shares set forth opposite such Underwriter's name on Schedule I hereto bears to the total number of Firm Shares, subject to such adjustments as the Representative may determine to eliminate fractional shares.

Section 2(c) — Payment and Delivery of Firm Shares.

Delivery of and payment for the Firm Shares shall be made on the Closing Date at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, 42nd Floor, New York, New York 10017, or at such other place as shall be agreed upon by the Representative and the Company and the Selling Stockholders.

Payment for the Firm Shares shall be made by wire transfer of immediately available funds in United States dollars to the account(s) designated in writing by the Company and by each Selling Stockholder, respectively, against delivery of the Firm Shares. Payment to the Company shall be made to the account designated by the Company at least two (2) Business Days prior to the Closing Date, and payment to each Selling Stockholder shall be made to the account designated by such Selling Stockholder at least two (2) Business Days prior to the Closing Date. In the event that a Selling Stockholder shall fail to timely designate a bank account, the Representative shall be entitled to hold such Selling Stockholder's proceeds in a non-interest-bearing escrow account until receipt of valid wire instructions.

Delivery of the Firm Shares shall be made through the facilities of DTC, through its full-fast Deposit/Withdrawal at Custodian ("DWAC") system, in book-entry form, in such names and denominations as the Representative shall request in writing at least two (2) full Business Days prior to the Closing Date. Alternatively, if the Representative and the Company shall mutually agree, delivery may be made through DTC's same-day funds settlement system.

The time of delivery on the Closing Date shall be 10:00 a.m. (Eastern time), or such other time as the Representative and the Company may agree.

Section 2(d) — Payment and Delivery of Option Shares.

Delivery of and payment for any Option Shares shall be made on the applicable Option Closing Date at the same location and by the same means as set forth in Section 2(c) above, or at such other location as the Representative and the Company may agree. Payment for such Option Shares shall be made by wire transfer of immediately available funds against delivery of such Option Shares through the facilities of DTC. The time of delivery on each Option Closing Date shall be 10:00 a.m. (Eastern time), or such other time as the Representative and the Company may agree.

SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, each of the several 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), that:

Section 3(a) — Registration Statement and Prospectus.

The Registration Statement on Form S-1 (File No. 333-264518; CIK 0001923847) has been prepared by the Company in conformity with the requirements of the Act and the rules and regulations of the Commission thereunder and has been filed with the Commission. The initial confidential draft registration statement was submitted to the Commission on January 10, 2022, and the public filing of Amendment No. 1 to the Registration Statement was made on April 14, 2022. [The Registration Statement has been declared effective by the Commission under the Act.] [Alternatively, the Registration Statement is expected to be declared effective on or about [●], 2022.]

At the time of effectiveness of the Registration Statement (and at the time of each amendment thereto) and at all subsequent times through the Closing Date (and each Option Closing Date, if applicable), the Registration Statement complied and will comply in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated thereunder.

The Registration Statement does not, and any amendment thereto will not, as of its effective date (or the effective date of such amendment), contain an 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 Preliminary Prospectus and the Final Prospectus, as of their respective dates and at all times through the completion of the distribution of the Shares, do not and will not contain an 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; provided, however, that the representations and warranties set forth in this Section 3(a) do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus, or the Final Prospectus made in reliance upon and in conformity with the Underwriter Information or information furnished in writing by any Selling Stockholder specifically for use therein.

Section 3(b) — Disclosure Package.

The Disclosure Package, as of the Applicable Time, does not contain an 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 (if any) listed on Schedule II-B hereto, as supplemented by and taken together with the Disclosure Package, does not and will not contain an 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. No Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.

Section 3(c) — 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 assets and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, including 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, have a material adverse effect on the business, financial condition, earnings, properties, 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, 850 New Burton Road, Suite 201, Dover, Delaware 19904.

Section 3(d) — Subsidiaries.

Each subsidiary of the Company is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. Each subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding shares of capital stock or equivalent equity interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities, security interests, or claims ("Liens"). There are no outstanding options, warrants, or other rights to purchase or acquire any equity interests in any subsidiary of the Company, and no subsidiary has any obligation to issue any such equity interests.

Section 3(e) — Capitalization.

The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.0001 per share, which are divided into shares of Class A Common Stock and shares of Class B Common Stock, and such number of shares of preferred stock, par value $0.0001 per share, as are set forth in the Company's Amended and Restated Certificate of Incorporation.

As of the date of this Agreement and prior to giving effect to the Offering:

(i) Class B Common Stock: There are 28,500,000 shares of Class B Common Stock issued and outstanding, of which 16,500,000 shares are held by Priya Subramanian and 12,000,000 shares are held by Marcus Henley. Each share of Class B Common Stock is entitled to ten (10) votes per share on all matters submitted to a vote of the stockholders of the Company.

(ii) Preferred Stock: There are 62,400,000 shares of Series A through Series D Preferred Stock issued and outstanding, all of which will automatically convert into an equal number of shares of Class A Common Stock upon the closing of the Offering in accordance with the Company's Amended and Restated Certificate of Incorporation.

(iii) Fully Diluted Shares: On a fully diluted basis (including all outstanding shares of common stock, shares of Class A Common Stock issuable upon conversion of all outstanding shares of preferred stock, and shares of Class A Common Stock issuable upon exercise of all outstanding stock options), there are approximately 118,200,000 shares of common stock of the Company outstanding.

(iv) Employee Stock Option Pool: The Company's 2019 Equity Incentive Plan authorizes the issuance of 14,800,000 shares of Class A Common Stock. As of the date hereof, there are 11,300,000 options to purchase shares of Class A Common Stock outstanding under such plan at a weighted-average exercise price of $4.82 per share, and 3,500,000 shares remain available for future issuance under such plan.

All outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. The Shares to be issued and sold by the Company pursuant to this Agreement have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued, fully paid, and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal, or other similar rights of any stockholder of the Company or any other person, and will be free and clear of all Liens. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, rights, agreements, or commitments relating to the issuance of capital stock or other equity interests of the Company.

Section 3(f) — Authorization.

The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the issuance and sale of the Shares. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors of the Company (or a duly authorized committee thereof). This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof 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 or (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Section 3(g) — No Conflicts.

The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby will not (i) conflict with, 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 result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, the Company's Amended and Restated Certificate of Incorporation (as to be amended and restated upon the effectiveness of the Registration Statement) or Amended and Restated Bylaws; (ii) conflict with, result in a breach or violation of, or constitute a default under, any law, statute, rule, regulation, judgment, order, writ, or decree applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (iii) conflict with, result in a breach or violation of, or constitute a default under, or result in the acceleration of, or the creation of any Lien under, any agreement, lease, license, indenture, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, or to which any property or asset of the Company or any of its subsidiaries is subject, including without limitation: (A) the Revolving Credit Facility with Ashford National Bank, dated as of June 1, 2021, providing for a $50,000,000 revolving credit commitment at a rate of SOFR plus 275 basis points; (B) the Master Cloud Services Agreement with Brindoval Data Centers LLC; (C) the Strategic Partnership Agreement with Nordwell Financial Technologies Inc.; except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3(h) — No Consents Required.

No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, or the consummation of any of the transactions contemplated hereby, except (i) such as have been obtained or made, (ii) the registration under the Act of the Shares, which has been effected (or will be effected upon effectiveness of the Registration Statement), (iii) such consents, approvals, authorizations, registrations, or qualifications as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Shares by the Underwriters, and (iv) approval for listing of the Shares on Nasdaq.

Section 3(i) — Nasdaq Listing.

The Company has applied for listing of the shares of Class A Common Stock on the Nasdaq Global Select Market. The Shares have been approved for listing on Nasdaq, subject to official notice of issuance, under the ticker symbol "LMSA." The Company is not aware of any facts or circumstances that would reasonably be expected to prevent or materially delay the listing of the Shares on Nasdaq.

Section 3(j) — Financial Statements.

The consolidated financial statements of the Company (including the related notes and schedules thereto) included in the Registration Statement and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations, changes in stockholders' equity (deficit), and cash flows of the Company and its subsidiaries for the periods specified, in each case in conformity with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and except that the unaudited interim financial statements may not contain all footnotes required by GAAP. The financial statements included in the Registration Statement and the Prospectus are as follows:

(i) Audited Financial Statements (audited by Meridian & Howe LLP): The consolidated balance sheets as of December 31, 2019, December 31, 2020, and December 31, 2021, and the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for the fiscal years then ended, together with the notes thereto and the report of Meridian & Howe LLP thereon.

(ii) Unaudited Interim Financial Statements: The unaudited consolidated balance sheet as of March 31, 2022, and the related unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2022 and March 31, 2021, together with the notes thereto.

Key financial figures reflected in such financial statements are as follows:

Audited (Fiscal Year 2021):

• Total Revenue: $187.4 million

• Total Revenue (FY 2020): $118.6 million (representing year-over-year revenue growth of approximately 58%)

• Net Loss: $(41.2) million

• Adjusted EBITDA: $(18.7) million

• Gross Margin: 72.3%

• Cash and Cash Equivalents: $94.3 million

• Annual Recurring Revenue ("ARR"): $206.8 million

Unaudited (Q1 2022):

• Total Revenue: $54.9 million

• ARR: $219.5 million

• Net Loss: $(13.8) million

No other financial statements or schedules are required to be included in the Registration Statement or the Prospectus under the Act or the rules and regulations of the Commission thereunder. All disclosures contained in the Registration Statement and the Prospectus regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable.

Section 3(k) — Independent Auditors.

Meridian & Howe LLP, 555 Mission Street, Suite 2500, San Francisco, California 94105 (audit engagement partner: Gregory Simmons), which firm has expressed its opinion with respect to the audited financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) ("PCAOB"). At no time during the audit periods covered by such financial statements, or during the period from the end of the most recent such audit period through the date of this Agreement, has there been any "reportable event" or "disagreement" (each as defined in Item 304 of Regulation S-K) between the Company and Meridian & Howe LLP.

Section 3(l) — No Material Adverse Change.

Except as disclosed in the Registration Statement and the Prospectus , since the date of the most recent financial statements included in the Registration Statement and the Prospectus (being March 31, 2022, with respect to the unaudited interim financial statements), (i) there has been no change, event, occurrence, or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the Company and its subsidiaries have not incurred any material liabilities or obligations, direct or contingent, outside the ordinary course of business; (iii) the Company has not declared or paid any dividends or distributions on its capital stock; and (iv) there has been no change in the capital stock (other than the issuance of shares of Class A Common Stock upon conversion of preferred stock in connection with the Offering, upon the exercise of outstanding stock options, or as otherwise described in the Registration Statement and the Prospectus) or long-term debt of the Company or any of its subsidiaries.

Section 3(m) — Intellectual Property.

The Company and its subsidiaries own, or have adequate rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as described in the Registration Statement and the Prospectus, and the expected expiration of any such intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect.

Without limiting the foregoing, the Company's intellectual Property portfolio includes, among other things:

(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 United States patent applications, each relating to the Company's proprietary machine-learning-based fraud detection algorithms, real-time transaction scoring systems, and related technologies.

(iii) Material Software: The LumosIQ Platform, the FraudLens module, the RegConnect module, and the DataBridge API suite, each as described in the Registration Statement and the Prospectus.

To the Company's knowledge, there is no infringement, misappropriation, or violation by any third party of any of the Company's intellectual Property. Neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement, misappropriation, or violation of any intellectual Property of any third party, and neither the Company nor any of its subsidiaries is aware of any facts or circumstances that would form a reasonable basis for any such claim. The Company and its subsidiaries have taken commercially reasonable steps to protect their intellectual Property, including by requiring employees, contractors, and consultants to execute confidentiality and invention assignment agreements.

Section 3(n) — Litigation.

Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry, arbitration, or investigation before or by any court, governmental agency or body, arbitrator, or other tribunal, pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries or any of their respective properties or assets, that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries is a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Effect.

Section 3(o) — Tax Matters.

The Company and each of its subsidiaries have filed all federal, state, local, and foreign tax returns that are required to have been filed by them and have paid all taxes due and payable by them (including any interest and penalties), except where the failure to file such returns or pay such taxes would not, individually or in the aggregate, have a Material Adverse Effect. Adequate reserves have been provided for in the financial statements of the Company and its subsidiaries for any taxes that have accrued but are not yet due and payable. Neither the Company nor any of its subsidiaries has received any written notice of any tax deficiency assessment or proposed tax deficiency assessment from any taxing authority, and there is no pending tax audit or examination of the Company or any of its subsidiaries by any taxing authority.

Section 3(p) — Insurance.

The Company and its subsidiaries maintain insurance policies (including, without limitation, policies covering general liability, property, business interruption, product liability, errors and omissions, directors' and officers' liability, employment practices liability, and cybersecurity liability) in such amounts and covering such risks as the Company reasonably believes are adequate for the conduct of its business and as are customary for companies engaged in similar businesses in similar industries. All such insurance policies are in full force and effect, and neither the Company nor any of its subsidiaries is in default under any such policy. The Company has not received any written notice of cancellation or non-renewal of any such policy. In connection with the Offering, the Company proposes to obtain an IPO-related directors' and officers' liability insurance policy to be provided by Terrace Hill Insurance Group Ltd. (through Terrace Hill Insurance Company of America) with an aggregate limit of $30,000,000, a six (6)-year tail period, and an estimated annual premium of approximately $2,400,000, which policy is expected to be bound upon or prior to the Closing Date.

Section 3(q) — Compliance with Laws.

The Company and each of its subsidiaries are, and at all times described in the Registration Statement and the Prospectus have been, in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, orders, judgments, decrees, and ordinances, including, without limitation, all applicable data privacy and data protection laws , anti-corruption laws (including the U.S. Foreign Corrupt Practices Act of 1977), anti-money laundering laws (including the Bank Secrecy Act), and sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Neither the Company nor any of its subsidiaries has received any written notice from any governmental authority alleging any material violation of any such laws, rules, or regulations.

Section 3(r) — Material Contracts.

All contracts described in the Registration Statement and the Prospectus as being material to the business of the Company (collectively, "Material Contracts") are in full force and effect and are enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity. Neither the Company nor, to the Company's knowledge, any other party to any Material Contract is in default in the performance or observance of any material term or obligation to be performed or observed under any such Material Contract, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default thereunder. The Material Contracts include, among others:

(i) The Master Cloud Services Agreement between the Company and Brindoval Data Centers LLC, dated as of January 15, 2021, having a five (5)-year initial term and providing for an annual minimum commitment of $8,200,000 by the Company.

(ii) The Strategic Partnership Agreement between the Company and Nordwell Financial Technologies Inc., dated as of March 30, 2021, having a three (3)-year initial term.

(iii) The Revolving Credit Facility Agreement among the Company, as borrower, and Ashford National Bank, as lender, dated as of June 1, 2021, providing for a revolving credit commitment of $50,000,000 bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, of which approximately $15,000,000 was drawn and outstanding as of March 31, 2022.

Section 3(s) — Transfer Agent.

Broadleaf Transfer Services Inc., 250 Royall Street, Canton, Massachusetts 02021, has been duly appointed as the transfer agent and registrar for the shares of Class A Common Stock and is authorized by the Company to act in such capacity with respect to the Shares.

Section 3(t) — FINRA Matters.

Except as disclosed to the Representative and FINRA, no relationship exists between the Company (or any of its officers, directors, or stockholders, or any beneficial owner of five percent (5%) or more of the Company's outstanding securities) and any member of FINRA or any person associated with a member of FINRA that would cause any Underwriter to have a "conflict of interest" under FINRA Rule 5121. All information provided by the Company to FINRA through the Representative, including information provided on FINRA's Public Offering System, is true, correct, and complete in all material respects.

Section 3(u) — IT Systems and Data Privacy.

The Company and its subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the Company's knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy, and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential, or regulated data) used in connection with their businesses. Without limiting the foregoing, the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes, judgments, orders, rules, and regulations of any governmental authority, and all internal and external policies and contractual obligations, relating to the privacy, security, collection, use, transfer, import, export, storage, protection, disposal, and disclosure of personal data and all confidential data, including all applicable data privacy and cybersecurity laws.

Section 3(v) — Internal Controls / Sarbanes-Oxley.

The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company's internal controls over financial reporting are effective and the Company is not aware of any material weakness in its internal controls over financial reporting (it being understood that this representation is subject to the Company's status as an emerging growth company and any applicable transition period for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as amended).

Section 3(w) — Emerging Growth Company Status.

The Company is an "emerging growth company" as defined in Section 2(a)(19) of the Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company has not taken any action that would cause it to lose its status as an emerging growth company prior to the Closing Date. The Company has taken all steps necessary to avail itself of the accommodations available to an emerging growth company under the JOBS Act, as described in the Registration Statement and the Prospectus.

Section 3(x) — Related-Party Transactions.

All transactions between or among the Company, on the one hand, and any of its affiliates, officers, directors, or stockholders (or any family member or affiliate thereof), on the other hand, that are required to be disclosed pursuant to the Act and Item 404 of Regulation S-K under the Act have been duly disclosed in the Registration Statement and the Prospectus. The terms of each such transaction are fair to the Company and no less favorable to the Company than could have been obtained from an unaffiliated third party.

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 several Underwriters and the Company as of the date hereof, as of the Applicable Time, and as of the Closing Date (and each Option Closing Date, if applicable), that:

Section 4(a) — Velthryn Venture Partners Fund IV, L.P.

Velthryn Venture Partners Fund IV, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Velthryn Venture Partners Management IV, LLC, a Delaware limited liability company, and its Managing Partner is Jonathan Tsai. Velthryn Venture Partners Fund IV, L.P. maintains its principal office at 2100 Sand Hill Road, Suite 300, Menlo Park, California 94025. Velthryn Venture Partners Fund IV, L.P. is authorized to sell up to 2,000,000 shares of Class A Common Stock in the Offering. As of the date hereof, Velthryn Venture Partners Fund IV, L.P. beneficially owns 24,800,000 shares of Series C and Series D Preferred Stock of the Company combined (which shares will convert into an equal number of shares of Class A Common Stock upon the closing of the Offering), representing approximately 21.0% of the fully diluted pre-Offering shares of the Company.

Section 4(b) — Arclight Equity Group Fund VII, L.P.

Arclight Equity Group Fund VII, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Arclight Equity Management VII, LLC, a Delaware limited liability company, and its principals include Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner. Arclight Equity Group Fund VII, L.P. maintains its principal office at 780 Third Avenue, 22nd Floor, New York, New York 10017. Arclight Equity Group Fund VII, L.P. is authorized to sell up to 1,500,000 shares of Class A Common Stock in the Offering. As of the date hereof, Arclight Equity Group Fund VII, L.P. beneficially owns 18,600,000 shares of Series B and Series C Preferred Stock of the Company combined (which shares will convert into an equal number of shares of Class A Common Stock upon the closing of the Offering), representing approximately 15.7% of the fully diluted pre-Offering shares of the Company.

Section 4(c) — Title to Shares.

Each Selling Stockholder has, and on the Closing Date will have, good and valid title to the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement (after giving effect to the conversion of preferred stock described above), free and clear of all Liens, encumbrances, equities, or claims, and full right, power, and authority to sell, assign, transfer, and deliver such shares. Upon delivery of and payment for such shares as provided herein, the several Underwriters will acquire good and valid title to such shares, free and clear of all Liens, encumbrances, equities, or claims.

Section 4(d) — Authorization; No Conflicts.

Each Selling Stockholder has full right, power, and authority to enter into and perform its obligations under this Agreement and to sell, assign, transfer, and deliver the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement. The execution, delivery, and performance of this Agreement by such Selling Stockholder, and the sale of shares by such Selling Stockholder hereunder, have been duly authorized by all necessary action (including any required approvals of such Selling Stockholder's general partner) and will not (i) conflict with, result in a breach or violation of, or constitute a default under, the partnership agreement, limited partnership agreement, limited liability company agreement, or other organizational documents of such Selling Stockholder ; (ii) conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, rule, regulation, judgment, order, writ, or decree applicable to such Selling Stockholder or any of its properties or assets; or (iii) conflict with, result in a breach or violation of, or constitute a default under, any agreement, indenture, or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of its properties or assets is bound, except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, or defaults that would not, individually or in the aggregate, materially impair the ability of such Selling Stockholder to perform its obligations under this Agreement.

Section 4(e) — No Consents Required.

No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by such Selling Stockholder or the sale and delivery of the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement, except such as have been obtained or as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Shares by the Underwriters.

Section 4(f) — Disclosure.

All information furnished in writing by or on behalf of such Selling Stockholder for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, as of the date of such document, as of the Applicable Time, and as of the Closing Date, does not and will not contain an 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.

Section 4(g) — No Stabilization.

Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company, including the Class A Common Stock, to facilitate the sale or resale of the Shares or any other security of the Company, whether or not such action is in violation of Regulation M under the Exchange Act.

SECTION 5 — COVENANTS OF THE COMPANY

The Company covenants and agrees with each of the several Underwriters that:

Section 5(a) — Prospectus Delivery and Filing.

The Company will timely file the Final Prospectus (and any supplement thereto) with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed by Rule 424(b), and will notify the Representative promptly upon the filing thereof and of the receipt of any confirmation of such filing from the Commission. The Company will deliver to the Representative and to Hargrove & Liddell LLP, counsel to the Underwriters, as many signed copies of the Registration Statement (including all amendments thereto, exhibits, and documents incorporated by reference therein) and as many conformed copies of the Registration Statement (including all amendments thereto but without exhibits) as the Representative may reasonably request. The Company will deliver to the several Underwriters as many copies of the Preliminary Prospectus, the Final Prospectus, and any amendments or supplements thereto as the Underwriters may reasonably request.

Section 5(b) — Amendments and Supplements.

During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or the last Option Closing Date, if applicable) and (ii) the completion of the Underwriters' distribution of the Shares (which, unless the Representative notifies the Company to the contrary, shall be presumed to have been completed on the Closing Date), the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (other than documents incorporated by reference therein) unless a copy thereof shall first have been submitted to the Representative and Hargrove & Liddell LLP within a reasonable period of time prior to the filing thereof, and the Company will not file any such proposed amendment or supplement to which the Representative shall reasonably object in writing (provided that such objection shall not be unreasonably withheld, conditioned, or delayed).

The Company will promptly advise the Representative (and will confirm such advice in writing if so requested) of: (A) the filing of any amendment or supplement to the Registration Statement or the Prospectus; (B) the receipt of any comments from, or any request for additional information by, the Commission or any other governmental authority relating to the Registration Statement or the Prospectus; (C) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or the initiation or threat of any proceedings for any such purpose or under Section 8A of the Act; and (D) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction. The Company will use its best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible.

Section 5(c) — Blue Sky Compliance.

The Company will use commercially reasonable efforts to qualify the Shares for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request and will maintain such qualifications in effect for so long as may be required for the distribution of the Shares; provided, however, that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation. A Blue Sky Survey Memorandum prepared by Calderwood & Harkness LLP shall be furnished to the Representative for its reference.

Section 5(d) — Listing.

The Company will use its best efforts to cause the Shares to be listed on the Nasdaq Global Select Market under the ticker symbol "LMSA" and to maintain such listing for so long as the Shares are outstanding.

Section 5(e) — Reporting.

For a period of three (3) years following the Closing Date, the Company will furnish to the Representative, promptly upon their becoming available, copies of all annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents filed by the Company with the Commission under the Exchange Act. The delivery of such reports and documents to the Representative shall be deemed to have been satisfied to the extent such reports and documents are available on the Commission's EDGAR system. In addition, during the one-year period following the Closing Date, the Company will furnish to the Representative copies of any correspondence between the Company and the Commission or its staff relating to the Registration Statement.

Section 5(f) — Use of Proceeds.

The Company will apply the net proceeds from the sale of the Shares (including any Option Shares) received by the Company substantially in the manner described in the Prospectus under the caption "Use of Proceeds," which includes general corporate purposes, such as working capital, research and development investment, and potential strategic acquisitions.

Section 5(g) — No Offer or Sale of Securities.

During the Lock-Up Period (i.e., for a period of one hundred eighty (180) days following the date of the Final Prospectus), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), 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, or otherwise transfer or dispose of, any shares of Class A Common Stock or Class B Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or Class B Common Stock (including, without limitation, shares of Class A Common Stock or Class B Common Stock that may be deemed to be beneficially owned by the Company or any of its affiliates in accordance with the rules and regulations of the Commission), or file, or cause to be filed, any registration statement under the Act with respect to any of the foregoing; or (ii) enter into any swap or other agreement, arrangement, or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of shares of Class A Common Stock or Class B Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Class A Common Stock, Class B Common Stock, or such other securities, in cash, or otherwise.

The foregoing restrictions shall not apply to: (A) the Shares to be sold pursuant to this Agreement; (B) the issuance by the Company of shares of Class A Common Stock upon the exercise of stock options or the settlement of restricted stock units outstanding on the date hereof and described in the Prospectus; (C) the issuance by the Company of shares of Class A Common Stock upon the conversion of the Company's outstanding shares of preferred sto

UNDERWRITING AGREEMENT 
Lumos Analytics Inc.
Class A Common Stock, par value $0.0001 per share
Prepared by: Calderwood & Harkness LLP, Counsel to the Issuer Matter Number: 1008-00002 
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UNDERWRITING AGREEMENT
This Underwriting Agreement (this "Agreement") is entered into as of [●], 2022, among:
(i) Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105;
(ii) Velthryn Venture Partners Fund IV, L.P., a Delaware limited partnership (a "Selling Stockholder");
(iii) Arclight Equity Group Fund VII, L.P., a Delaware limited partnership (a "Selling Stockholder," and   "Selling Stockholders"); and
(iv) Pinnacle Securities LLC, a Delaware limited liability company ("Pinnacle Securities"), acting as representative (in such capacity, the "Representative") of the several underwriters listed on Schedule I hereto (including Whitfield & Company LLC and Graystone Capital Markets Inc.) (collectively, the "Underwriters").
RECITALS
WHEREAS, the Company proposes to issue and sell to the several Underwriters an aggregate of 12,941,176 shares (the "Firm Shares — Company") of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Company;
WHEREAS, the Selling Stockholders propose to sell to the several Underwriters an aggregate of 3,500,000 shares (the "Firm Shares — Selling Stockholders") of Class A Common Stock, consisting of 2,000,000 shares from Velthryn Venture Partners Fund IV, L.P. and 1,500,000 shares from Arclight Equity Group Fund VII, L.P. (together with the Firm Shares — Company, the "Firm Shares"), for a combined total of 16,441,176 Firm Shares;
WHEREAS, in addition, the Company proposes to grant to the several Underwriters an option to purchase up to 2,466,176 additional shares of Class A Common Stock (the "Option Shares"), representing fifteen percent (15%) of the total Firm Shares (16,441,176 × 15% = 2,466,176), solely to cover over-allotments, if any (the Firm Shares and the Option Shares are collectively referred to herein as the "Shares");
WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the "Commission" or the "SEC") a registration statement on Form S-1 (File No. 333-264518; CIK 0001923847) (as amended and supplemented from time to time, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to the Shares, which Registration Statement includes a preliminary prospectus (the "Preliminary Prospectus") and will include a final prospectus (the "Prospectus" or the "Final Prospectus") to be filed with the Commission pursuant to Rule 424(b) under the Act; 
WHEREAS, the Company has applied to list the shares of Class A Common Stock on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "LMSA."
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Applicable Time" means [●] [a.m./p.m.] (Eastern time) on the date of this Agreement, which shall be the time of the first sale of the Shares. 
"Business Day" means any day other than a Saturday, Sunday, or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close, or a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.
"Class A Common Stock" means the Class A Common Stock, par value $0.0001 per share, of the Company, each share of which is entitled to one (1) vote per share on all matters submitted to a vote of the stockholders of the Company.
"Class B Common Stock" means the Class B Common Stock, par value $0.0001 per share, of the Company, each share of which is entitled to ten (10) votes per share on all matters submitted to a vote of the stockholders of the Company. As of the date of this Agreement, there are 28,500,000 shares of Class B Common Stock outstanding, of which 16,500,000 shares are held by Priya Subramanian, co-founder and Chief Executive Officer of the Company, and 12,000,000 shares are held by Marcus Henley, co-founder and Chief Technology Officer of the Company.
"Closing Date" means the third (3rd) Business Day following the date of this Agreement, or such other date as the Representative and the Company may mutually agree in writing; provided, that such date shall in no event be later than the tenth (10th) Business Day following the date of this Agreement.
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Company" means Lumos Analytics Inc., a Delaware corporation.
"Disclosure Package" means, collectively, (a) the Preliminary Prospectus, as most recently amended or supplemented prior to the Applicable Time, together with (b) each Issuer Free Writing Prospectus, if any,  and   the pricing information set forth on Schedule II-A hereto. As used herein, "Disclosure Package" shall be deemed to include all information contained in or incorporated by reference into the foregoing documents as of the Applicable Time.
"DTC" means The Depository Trust Company.
"EDGAR" means the Commission's Electronic Data Gathering, Analysis, and Retrieval system.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Firm Shares" means the aggregate of 16,441,176 shares of Class A Common Stock to be sold by the Company and the Selling Stockholders to the several Underwriters pursuant to Section 2(a) of this Agreement, consisting of 12,941,176 shares to be sold by the Company (the "Firm Shares — Company") and 3,500,000 shares to be sold by the Selling Stockholders (the "Firm Shares — Selling Stockholders").
"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Act.
"Issuer Free Writing Prospectus" means any "issuer free writing prospectus" as defined in Rule 433 under the Act relating to the Shares.
"JOBS Act" means the Jumpstart Our Business Startups Act of 2012, as amended.
"Lock-Up Period" means the period commencing on the date of the Final Prospectus and continuing through and including the date that is one hundred eighty (180) days after the date of the Final Prospectus.
"Nasdaq" means the Nasdaq Global Select Market.
"Option Closing Date" means each date on which Option Shares are to be purchased and delivered pursuant to Section 2(b) and Section 2(d) of this Agreement.
"Option Shares" means up to 2,466,176 additional shares of Class A Common Stock that may be purchased by the several Underwriters from the Company pursuant to the option granted under Section 2(b) of this Agreement solely to cover over-allotments, if any.
"Preliminary Prospectus" means each preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) under the Act prior to the filing of the Final Prospectus.
"Prospectus" or "Final Prospectus" means the final prospectus relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Act, including all documents incorporated or deemed incorporated by reference therein.
"Registration Statement" means the registration statement on Form S-1 (File No. 333-264518; CIK 0001923847), as amended (including all amendments and post-effective amendments thereto), as filed with the Commission under the Act, including the Prospectus, all exhibits thereto, and all documents incorporated or deemed incorporated by reference therein; and, in the event that the Company files an abbreviated registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Act, any such abbreviated registration statement shall also be deemed to be part of the "Registration Statement."
"Representative" means Pinnacle Securities LLC, acting as the representative of the several Underwriters.
"Selling Stockholders" means Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P.
"Shares" means, collectively, the Firm Shares and the Option Shares.
"Underwriter Information" means the information furnished in writing by any Underwriter through the Representative specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, which information is limited to the information described in Section 8(c) of this Agreement.
"Underwriters" means the several underwriters named on Schedule I hereto, for whom the Representative is acting as representative.
Other capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.
SECTION 2 — PURCHASE AND SALE OF SHARES
Section 2(a) — Agreement to Purchase Firm Shares.
Subject to the terms and conditions set forth in this Agreement:
(i) the Company agrees to issue and sell to the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares — Company set forth opposite such Underwriter's name on Schedule I hereto; and
(ii) each Selling Stockholder agrees to sell to the several Underwriters, and each of the several Underwriters agrees, severally and not jointly, to purchase from each such Selling Stockholder, the number of Firm Shares — Selling Stockholders set forth opposite such Underwriter's name on Schedule I hereto (allocated among the Selling Stockholders in proportion to the number of Firm Shares to be sold by each such Selling Stockholder).
The purchase price per Firm Share to be paid by the several Underwriters to the Company and the Selling Stockholders shall be equal to the public offering price per share set forth on Schedule II-A hereto, less the underwriting discount equal to six and one-half percent (6.5%) of the public offering price per share (the "Underwriting discount"). Based upon the midpoint of the preliminary offering price range of $16.00 to $18.00 per share, or $17.00 per share, the Underwriting discount per share would be $1.105, and the purchase price per Firm Share to the Underwriters would be $15.895 per share.
For illustrative purposes based upon the midpoint of the preliminary offering price range:
(A) Total public offering price of all Firm Shares: 16,441,176 × $17.00 = $279,499,992 (approximately $279.5 million).
(B) Total Underwriting discount on Firm Shares — Company: 12,941,176 × $1.105 = approximately $14,300,000.
(C) Total Underwriting discount on Firm Shares — Selling Stockholders: 3,500,000 × $1.105 = approximately $3,867,500.
(D) Net proceeds to the Company from sale of Firm Shares — Company (before deduction of offering expenses): 12,941,176 × $15.895 = approximately $205,700,000.
(E) Net proceeds to the Selling Stockholders from sale of Firm Shares — Selling Stockholders (before deduction of their pro rata share of expenses): 3,500,000 × $15.895 = $55,632,500.
It is understood that the Underwriters propose to offer the Shares to the public upon the terms set forth in the Prospectus. The offering and sale of the Shares to the Underwriters by the Company and the Selling Stockholders is herein called the "Offering."
Section 2(b) — Over-Allotment Option.
The Company hereby grants to the several Underwriters an option (the "Over-Allotment Option"), exercisable for a period of thirty (30) days after the date of the Final Prospectus, to purchase up to 2,466,176 Option Shares from the Company at the same purchase price per share applicable to the Firm Shares as set forth in Section 2(a) above (i.e., the public offering price per share less the Underwriting discount). The Over-Allotment Option may be exercised by the Representative on behalf of the several Underwriters in whole or in part, on one or more occasions, by delivery of written  notice (which may be delivered by facsimile or electronic mail) to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised, the date of delivery of such Option Shares (each such date, an "Option Closing Date"), and the names and denominations in which such Option Shares are to be registered. Each Option Closing Date shall be determined by the Representative but shall not be earlier than two (2) Business Days or later than ten (10) Business Days after the date on which such notice of exercise is given.
If the Over-Allotment Option is exercised, each Underwriter shall be obligated, severally and not jointly, to purchase the number of Option Shares that bears the same proportion to the total number of Option Shares then being purchased as the number of Firm Shares set forth opposite such Underwriter's name on Schedule I hereto bears to the total number of Firm Shares, subject to such adjustments as the Representative may determine to eliminate fractional shares.
Section 2(c) — Payment and Delivery of Firm Shares.
Delivery of and payment for the Firm Shares shall be made on the Closing Date at the offices of Calderwood & Harkness LLP, 425 Lexington Avenue, 42nd Floor, New York, New York 10017, or at such other place as shall be agreed upon  by the Representative and the Company and the Selling Stockholders.
Payment for the Firm Shares shall be made by wire transfer of immediately available funds in United States dollars to the account(s) designated in writing by the Company and by each Selling Stockholder, respectively, against delivery of the Firm Shares. Payment to the Company shall be made to the account designated by the Company at least two (2) Business Days prior to the Closing Date, and payment to each Selling Stockholder shall be made to the account designated by such Selling Stockholder at least two (2) Business Days prior to the Closing Date. In the event that a Selling Stockholder shall fail to timely designate a bank account, the Representative shall be entitled to hold such Selling Stockholder's proceeds in a non-interest-bearing escrow account until receipt of valid wire instructions. 
Delivery of the Firm Shares shall be made through the facilities of DTC, through its full-fast Deposit/Withdrawal at Custodian ("DWAC") system, in book-entry form,  in such names and denominations as the Representative shall request in writing at least two (2) full Business Days prior to the Closing Date. Alternatively, if the Representative and the Company shall mutually agree, delivery may be made through DTC's same-day funds settlement system.
The time of delivery on the Closing Date shall be 10:00 a.m. (Eastern time), or such other time as the Representative and the Company may agree.
Section 2(d) — Payment and Delivery of Option Shares.
Delivery of and payment for any Option Shares shall be made on the applicable Option Closing Date at the same location and by the same means as set forth in Section 2(c) above, or at such other location as the Representative and the Company may agree. Payment for such Option Shares shall be made by wire transfer of immediately available funds against delivery of such Option Shares through the facilities of DTC.  The time of delivery on each Option Closing Date shall be 10:00 a.m. (Eastern time), or such other time as the Representative and the Company may agree.
SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to, and agrees with, each of the several 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), that:
Section 3(a) — Registration Statement and Prospectus.
The Registration Statement on Form S-1 (File No. 333-264518; CIK 0001923847) has been prepared by the Company in conformity with the requirements of the Act and the rules and regulations of the Commission thereunder and has been filed with the Commission. The initial confidential draft registration statement was submitted to the Commission on January 10, 2022, and the public filing of Amendment No. 1 to the Registration Statement was made on April 14, 2022. [The Registration Statement has been declared effective by the Commission under the Act.] [Alternatively, the Registration Statement is expected to be declared effective on or about [●], 2022.]
At the time of effectiveness of the Registration Statement (and at the time of each amendment thereto) and at all subsequent times through the Closing Date (and each Option Closing Date, if applicable), the Registration Statement complied and will comply in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated thereunder. 
The Registration Statement does not, and any amendment thereto will not, as of its effective date (or the effective date of such amendment), contain an 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 Preliminary Prospectus and the Final Prospectus, as of their respective dates and at all times through the completion of the distribution of the Shares, do not and will not contain an 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; provided, however, that the representations and warranties set forth in this Section 3(a) do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus, or the Final Prospectus made in reliance upon and in conformity with the Underwriter Information or information furnished in writing by any Selling Stockholder specifically for use therein.
Section 3(b) — Disclosure Package.
The Disclosure Package, as of the Applicable Time, does not contain an 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 (if any) listed on Schedule II-B hereto, as supplemented by and taken together with the Disclosure Package, does not and will not contain an 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. No Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.
Section 3(c) — 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 assets and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, including 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, have a material adverse effect on the business, financial condition, earnings, properties, 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, 850 New Burton Road, Suite 201, Dover, Delaware 19904.
Section 3(d) — Subsidiaries.
Each subsidiary of the Company is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus. Each subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding shares of capital stock or equivalent equity interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable, and are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, equities, security interests, or claims ("Liens"). There are no outstanding options, warrants, or other rights to purchase or acquire any equity interests in any subsidiary of the Company, and no subsidiary has any obligation to issue any such equity interests.
Section 3(e) — Capitalization.
The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.0001 per share, which are divided into shares of Class A Common Stock and shares of Class B Common Stock, and such number of shares of preferred stock, par value $0.0001 per share, as are set forth in the Company's Amended and Restated Certificate of Incorporation.
As of the date of this Agreement and prior to giving effect to the Offering:
(i) Class B Common Stock: There are 28,500,000 shares of Class B Common Stock issued and outstanding, of which 16,500,000 shares are held by Priya Subramanian and 12,000,000 shares are held by Marcus Henley. Each share of Class B Common Stock is entitled to ten (10) votes per share on all matters submitted to a vote of the stockholders of the Company.
(ii) Preferred Stock: There are 62,400,000 shares of Series A through Series D Preferred Stock issued and outstanding, all of which will automatically convert into an equal number of shares of Class A Common Stock upon the closing of the Offering in accordance with the Company's Amended and Restated Certificate of Incorporation.
(iii) Fully Diluted Shares: On a fully diluted basis (including all outstanding shares of common stock, shares of Class A Common Stock issuable upon conversion of all outstanding shares of preferred stock, and shares of Class A Common Stock issuable upon exercise of all outstanding stock options), there are approximately 118,200,000 shares of common stock of the Company outstanding.
(iv) Employee Stock Option Pool: The Company's 2019 Equity Incentive Plan authorizes the issuance of 14,800,000 shares of Class A Common Stock. As of the date hereof, there are 11,300,000 options to purchase shares of Class A Common Stock outstanding under such plan at a weighted-average exercise price of $4.82 per share, and 3,500,000 shares remain available for future issuance under such plan.
All outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and non-assessable, and have been issued in compliance with all applicable federal and state securities laws. The Shares to be issued and sold by the Company pursuant to this Agreement have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be validly issued, fully paid, and non-assessable, and the issuance of such Shares will not be subject to any preemptive rights, rights of first refusal, or other similar rights of any stockholder of the Company or any other person, and will be free and clear of all Liens. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, rights, agreements, or commitments relating to the issuance of capital stock or other equity interests of the Company.
Section 3(f) — Authorization.
The Company has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the issuance and sale of the Shares. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors of the Company (or a duly authorized committee thereof).  This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof 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 or (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Section 3(g) — No Conflicts.
The execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby will not (i) conflict with, 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 result in the creation or imposition of any Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, the Company's Amended and Restated Certificate of Incorporation (as to be amended and restated upon the effectiveness of the Registration Statement) or Amended and Restated Bylaws; (ii) conflict with, result in a breach or violation of, or constitute a default under, any law, statute, rule, regulation, judgment, order, writ, or decree applicable to the Company or any of its subsidiaries or any of their respective properties or assets; or (iii) conflict with, result in a breach or violation of, or constitute a default under, or result in the acceleration of, or the creation of any Lien under, any agreement, lease, license, indenture, or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, or to which any property or asset of the Company or any of its subsidiaries is subject, including without limitation: (A) the Revolving Credit Facility with Ashford National Bank, dated as of June 1, 2021, providing for a $50,000,000 revolving credit commitment at a rate of SOFR plus 275 basis points; (B) the Master Cloud Services Agreement with Brindoval Data Centers LLC;  (C) the Strategic Partnership Agreement with Nordwell Financial Technologies Inc.;  except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.
Section 3(h) — No Consents Required.
No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by the Company, the issuance and sale of the Shares, or the consummation of any of the transactions contemplated hereby, except (i) such as have been obtained or made, (ii) the registration under the Act of the Shares, which has been effected (or will be effected upon effectiveness of the Registration Statement), (iii) such consents, approvals, authorizations, registrations, or qualifications as may be required under state securities or "blue sky" laws  in connection with the purchase and distribution of the Shares by the Underwriters, and (iv) approval for listing of the Shares on Nasdaq.
Section 3(i) — Nasdaq Listing.
The Company has applied for listing of the shares of Class A Common Stock on the Nasdaq Global Select Market. The Shares have been approved for listing on Nasdaq, subject to official notice of issuance, under the ticker symbol "LMSA." The Company is not aware of any facts or circumstances that would reasonably be expected to prevent or materially delay the listing of the Shares on Nasdaq.
Section 3(j) — Financial Statements.
The consolidated financial statements of the Company (including the related notes and schedules thereto) included in the Registration Statement and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operations, changes in stockholders' equity (deficit), and cash flows of the Company and its subsidiaries for the periods specified, in each case in conformity with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and except that the unaudited interim financial statements may not contain all footnotes required by GAAP. The financial statements included in the Registration Statement and the Prospectus are as follows:
(i) Audited Financial Statements (audited by Meridian & Howe LLP): The consolidated balance sheets as of December 31, 2019, December 31, 2020, and December 31, 2021, and the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows for the fiscal years then ended, together with the notes thereto and the report of Meridian & Howe LLP thereon.
(ii) Unaudited Interim Financial Statements: The unaudited consolidated balance sheet as of March 31, 2022, and the related unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2022 and March 31, 2021, together with the notes thereto.
Key financial figures reflected in such financial statements are as follows:
Audited (Fiscal Year 2021):
•  Total Revenue: $187.4 million
•  Total Revenue (FY 2020): $118.6 million (representing year-over-year revenue growth of approximately 58%)
•  Net Loss: $(41.2) million
•  Adjusted EBITDA: $(18.7) million
•  Gross Margin: 72.3%
•  Cash and Cash Equivalents: $94.3 million
•  Annual Recurring Revenue ("ARR"): $206.8 million
Unaudited (Q1 2022):
•  Total Revenue: $54.9 million
•  ARR: $219.5 million
•  Net Loss: $(13.8) million
No other financial statements or schedules are required to be included in the Registration Statement or the Prospectus under the Act or the rules and regulations of the Commission thereunder. All disclosures contained in the Registration Statement and the Prospectus regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable.
Section 3(k) — Independent Auditors.
Meridian & Howe LLP, 555 Mission Street, Suite 2500, San Francisco, California 94105 (audit engagement partner: Gregory Simmons), which firm has expressed its opinion with respect to the audited financial statements of the Company included in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) ("PCAOB"). At no time during the audit periods covered by such financial statements, or during the period from the end of the most recent such audit period through the date of this Agreement, has there been any "reportable event" or "disagreement" (each as defined in Item 304 of Regulation S-K) between the Company and Meridian & Howe LLP.
Section 3(l) — No Material Adverse Change.
Except as disclosed in the Registration Statement and the Prospectus , since the date of the most recent financial statements included in the Registration Statement and the Prospectus (being March 31, 2022, with respect to the unaudited interim financial statements), (i) there has been no change, event, occurrence, or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the Company and its subsidiaries have not incurred any material liabilities or obligations, direct or contingent, outside the ordinary course of business; (iii) the Company has not declared or paid any dividends or distributions on its capital stock; and (iv) there has been no change in the capital stock (other than the issuance of shares of Class A Common Stock upon conversion of preferred stock in connection with the Offering, upon the exercise of outstanding stock options, or as otherwise described in the Registration Statement and the Prospectus) or long-term debt of the Company or any of its subsidiaries.
Section 3(m) — Intellectual Property.
The Company and its subsidiaries own, or have adequate rights to use, all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as described in the Registration Statement and the Prospectus, and the expected expiration of any such intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect.
Without limiting the foregoing, the Company's intellectual Property portfolio includes, among other things:
(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 United States patent applications, each relating to the Company's proprietary machine-learning-based fraud detection algorithms, real-time transaction scoring systems, and related technologies.
(iii) Material Software: The LumosIQ Platform, the FraudLens module, the RegConnect module, and the DataBridge API suite, each as described in the Registration Statement and the Prospectus.
To the Company's knowledge, there is no infringement, misappropriation, or violation by any third party of any of the Company's intellectual Property. Neither the Company nor any of its subsidiaries has received any written notice of any claim of infringement, misappropriation, or violation of any intellectual Property of any third party, and neither the Company nor any of its subsidiaries is aware of any facts or circumstances that would form a reasonable basis for any such claim. The Company and its subsidiaries have taken commercially reasonable steps to protect their intellectual Property, including by requiring employees, contractors, and consultants to execute confidentiality and invention assignment agreements.
Section 3(n) — Litigation.
Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry,  arbitration, or investigation before or by any court, governmental agency or body, arbitrator, or other tribunal, pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries or any of their respective properties or assets, that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries is a party to or subject to the provisions of any injunction, judgment, decree, or order of any court, regulatory body, administrative agency, or other governmental body that would reasonably be expected to have a Material Adverse Effect.
Section 3(o) — Tax Matters.
The Company and each of its subsidiaries have filed all federal, state, local, and foreign tax returns that are required to have been filed by them and have paid all taxes due and payable by them (including any interest and penalties), except where the failure to file such returns or pay such taxes would not, individually or in the aggregate, have a Material Adverse Effect. Adequate reserves have been provided for in the financial statements of the Company and its subsidiaries for any taxes that have accrued but are not yet due and payable. Neither the Company nor any of its subsidiaries has received any written notice of any tax deficiency assessment or proposed tax deficiency assessment from any taxing authority, and there is no pending tax audit or examination of the Company or any of its subsidiaries by any taxing authority.
Section 3(p) — Insurance.
The Company and its subsidiaries maintain insurance policies (including, without limitation, policies covering general liability, property, business interruption, product liability, errors and omissions, directors' and officers' liability, employment practices liability, and cybersecurity liability) in such amounts and covering such risks as the Company reasonably believes are adequate for the conduct of its business and as are customary for companies engaged in similar businesses in similar industries. All such insurance policies are in full force and effect, and neither the Company nor any of its subsidiaries is in default under any such policy.  The Company has not received any written notice of cancellation or non-renewal of any such policy. In connection with the Offering, the Company proposes to obtain an IPO-related directors' and officers' liability insurance policy to be provided by Terrace Hill Insurance Group Ltd. (through Terrace Hill Insurance Company of America) with an aggregate limit of $30,000,000, a six (6)-year tail period, and an estimated annual premium of approximately $2,400,000, which policy is expected to be bound upon or prior to the Closing Date.
Section 3(q) — Compliance with Laws.
The Company and each of its subsidiaries are, and at all times described in the Registration Statement and the Prospectus have been, in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, orders, judgments, decrees, and ordinances, including, without limitation, all applicable data privacy and data protection laws , anti-corruption laws (including the U.S. Foreign Corrupt Practices Act of 1977), anti-money laundering laws (including the Bank Secrecy Act), and sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Neither the Company nor any of its subsidiaries has received any written notice from any governmental authority alleging any material violation of any such laws, rules, or regulations.
Section 3(r) — Material Contracts.
All contracts described in the Registration Statement and the Prospectus as being material to the business of the Company (collectively, "Material Contracts") are in full force and effect and are enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and general principles of equity. Neither the Company nor, to the Company's knowledge, any other party to any Material Contract is in default in the performance or observance of any material term or obligation to be performed or observed under any such Material Contract, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default thereunder.  The Material Contracts include, among others:
(i) The Master Cloud Services Agreement between the Company and Brindoval Data Centers LLC, dated as of January 15, 2021, having a five (5)-year initial term and providing for an annual minimum commitment of $8,200,000 by the Company.
(ii) The Strategic Partnership Agreement between the Company and Nordwell Financial Technologies Inc., dated as of March 30, 2021, having a three (3)-year initial term.
(iii) The Revolving Credit Facility Agreement among the Company, as borrower, and Ashford National Bank, as lender, dated as of June 1, 2021, providing for a revolving credit commitment of $50,000,000 bearing interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, of which approximately $15,000,000 was drawn and outstanding as of March 31, 2022.
Section 3(s) — Transfer Agent.
Broadleaf Transfer Services Inc., 250 Royall Street, Canton, Massachusetts 02021, has been duly appointed as the transfer agent and registrar for the shares of Class A Common Stock and is authorized by the Company to act in such capacity with respect to the Shares.
Section 3(t) — FINRA Matters.
Except as disclosed to the Representative and FINRA, no relationship exists between the Company (or any of its officers, directors, or stockholders, or any beneficial owner of five percent (5%) or more of the Company's outstanding securities) and any member of FINRA or any person associated with a member of FINRA that would cause any Underwriter to have a "conflict of interest" under FINRA Rule 5121. All information provided by the Company to FINRA through the Representative, including information provided on FINRA's Public Offering System, is true, correct, and complete in all material respects.
Section 3(u) — IT Systems and Data Privacy.
The Company and its subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the Company's knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy, and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential, or regulated data) used in connection with their businesses. Without limiting the foregoing, the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes, judgments, orders, rules, and regulations of any governmental authority, and all internal and external policies and contractual obligations, relating to the privacy, security, collection, use, transfer, import, export, storage, protection, disposal, and disclosure of personal data and all confidential data, including all applicable data privacy and cybersecurity laws.
Section 3(v) — Internal Controls / Sarbanes-Oxley.
The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company's internal controls over financial reporting are effective and the Company is not aware of any material weakness in its internal controls over financial reporting (it being understood that this representation is subject to the Company's status as an emerging growth company and any applicable transition period for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as amended).
Section 3(w) — Emerging Growth Company Status.
The Company is an "emerging growth company" as defined in Section 2(a)(19) of the Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). The Company has not taken any action that would cause it to lose its status as an emerging growth company prior to the Closing Date. The Company has taken all steps necessary to avail itself of the accommodations available to an emerging growth company under the JOBS Act, as described in the Registration Statement and the Prospectus.
Section 3(x) — Related-Party Transactions.
All transactions between or among the Company, on the one hand, and any of its affiliates, officers, directors, or stockholders (or any family member or affiliate thereof), on the other hand, that are required to be disclosed pursuant to the Act and Item 404 of Regulation S-K under the Act have been duly disclosed in the Registration Statement and the Prospectus. The terms of each such transaction are fair to the Company and no less favorable to the Company than could have been obtained from an unaffiliated third party.
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 several Underwriters and the Company as of the date hereof, as of the Applicable Time, and as of the Closing Date (and each Option Closing Date, if applicable), that:
Section 4(a) — Velthryn Venture Partners Fund IV, L.P.
Velthryn Venture Partners Fund IV, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Velthryn Venture Partners Management IV, LLC, a Delaware limited liability company, and its Managing Partner is Jonathan Tsai. Velthryn Venture Partners Fund IV, L.P. maintains its principal office at 2100 Sand Hill Road, Suite 300, Menlo Park, California 94025. Velthryn Venture Partners Fund IV, L.P. is authorized to sell up to 2,000,000 shares of Class A Common Stock in the Offering. As of the date hereof, Velthryn Venture Partners Fund IV, L.P. beneficially owns 24,800,000 shares of Series C and Series D Preferred Stock of the Company combined (which shares will convert into an equal number of shares of Class A Common Stock upon the closing of the Offering), representing approximately 21.0% of the fully diluted pre-Offering shares of the Company.
Section 4(b) — Arclight Equity Group Fund VII, L.P.
Arclight Equity Group Fund VII, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its general partner is Arclight Equity Management VII, LLC, a Delaware limited liability company, and its principals include Rebecca Stahl, Partner, and Catherine Mercer, Operating Partner. Arclight Equity Group Fund VII, L.P. maintains its principal office at 780 Third Avenue, 22nd Floor, New York, New York 10017. Arclight Equity Group Fund VII, L.P. is authorized to sell up to 1,500,000 shares of Class A Common Stock in the Offering. As of the date hereof, Arclight Equity Group Fund VII, L.P. beneficially owns 18,600,000 shares of Series B and Series C Preferred Stock of the Company combined (which shares will convert into an equal number of shares of Class A Common Stock upon the closing of the Offering), representing approximately 15.7% of the fully diluted pre-Offering shares of the Company.
Section 4(c) — Title to Shares.
Each Selling Stockholder has, and on the Closing Date will have, good and valid title to the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement (after giving effect to the conversion of preferred stock described above), free and clear of all Liens, encumbrances, equities, or claims, and full right, power, and authority to sell, assign, transfer, and deliver such shares. Upon delivery of and payment for such shares as provided herein, the several Underwriters will acquire good and valid title to such shares, free and clear of all Liens, encumbrances, equities, or claims.
Section 4(d) — Authorization; No Conflicts.
Each Selling Stockholder has full right, power, and authority to enter into and perform its obligations under this Agreement and to sell, assign, transfer, and deliver the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement. The execution, delivery, and performance of this Agreement by such Selling Stockholder, and the sale of shares by such Selling Stockholder hereunder, have been duly authorized by all necessary action (including any required approvals of such Selling Stockholder's general partner) and will not (i) conflict with, result in a breach or violation of, or constitute a default under, the partnership agreement, limited partnership agreement, limited liability company agreement, or other organizational documents of such Selling Stockholder ; (ii) conflict with, result in a breach or violation of, or constitute a default under, any applicable law, statute, rule, regulation, judgment, order, writ, or decree applicable to such Selling Stockholder or any of its properties or assets; or (iii) conflict with, result in a breach or violation of, or constitute a default under, any agreement, indenture, or other instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of its properties or assets is bound, except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, or defaults that would not, individually or in the aggregate, materially impair the ability of such Selling Stockholder to perform its obligations under this Agreement.
Section 4(e) — No Consents Required.
No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any court, governmental agency or body, regulatory authority, self-regulatory organization, stock exchange, or other person is required for the valid execution, delivery, and performance of this Agreement by such Selling Stockholder or the sale and delivery of the shares of Class A Common Stock to be sold by such Selling Stockholder pursuant to this Agreement, except such as have been obtained or as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Shares by the Underwriters.
Section 4(f) — Disclosure.
All information furnished in writing by or on behalf of such Selling Stockholder   for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, as of the date of such document, as of the Applicable Time, and as of the Closing Date, does not and will not contain an 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.
Section 4(g) — No Stabilization.
Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company, including the Class A Common Stock, to facilitate the sale or resale of the Shares or any other security of the Company, whether or not such action is in violation of Regulation M under the Exchange Act.
SECTION 5 — COVENANTS OF THE COMPANY
The Company covenants and agrees with each of the several Underwriters that:
Section 5(a) — Prospectus Delivery and Filing.
The Company will timely file the Final Prospectus (and any supplement thereto) with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed by Rule 424(b), and will notify the Representative promptly upon the filing thereof and of the receipt of any confirmation of such filing from the Commission. The Company will deliver to the Representative and to Hargrove & Liddell LLP, counsel to the Underwriters, as many signed copies of the Registration Statement (including all amendments thereto, exhibits, and documents incorporated by reference therein) and as many conformed copies of the Registration Statement (including all amendments thereto but without exhibits) as the Representative may reasonably request. The Company will deliver to the several Underwriters as many copies of the Preliminary Prospectus, the Final Prospectus, and any amendments or supplements thereto as the Underwriters may reasonably request.
Section 5(b) — Amendments and Supplements.
During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or the last Option Closing Date, if applicable) and (ii) the completion of the Underwriters' distribution of the Shares (which, unless the Representative notifies the Company to the contrary, shall be presumed to have been completed on the Closing Date), the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (other than documents incorporated by reference therein) unless a copy thereof shall first have been submitted to the Representative and Hargrove & Liddell LLP within a reasonable period of time  prior to the filing thereof, and the Company will not file any such proposed amendment or supplement to which the Representative shall reasonably object in writing (provided that such objection shall not be unreasonably withheld, conditioned, or delayed).
The Company will promptly advise the Representative (and will confirm such advice in writing if so requested) of: (A) the filing of any amendment or supplement to the Registration Statement or the Prospectus; (B) the receipt of any comments from, or any request for additional information by, the Commission or any other governmental authority relating to the Registration Statement or the Prospectus; (C) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or the initiation or threat of any proceedings for any such purpose or under Section 8A of the Act; and (D) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction. The Company will use its best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible.
Section 5(c) — Blue Sky Compliance.
The Company will use commercially reasonable efforts to qualify the Shares for offering and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may reasonably request and will maintain such qualifications in effect for so long as may be required for the distribution of the Shares; provided, however, that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation. A Blue Sky Survey Memorandum prepared by Calderwood & Harkness LLP shall be furnished to the Representative for its reference.
Section 5(d) — Listing.
The Company will use its best efforts to cause the Shares to be listed on the Nasdaq Global Select Market under the ticker symbol "LMSA" and to maintain such listing for so long as the Shares are outstanding.
Section 5(e) — Reporting.
For a period of three (3) years following the Closing Date, the Company will furnish to the Representative, promptly upon their becoming available, copies of all annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and other documents filed by the Company with the Commission under the Exchange Act. The delivery of such reports and documents to the Representative shall be deemed to have been satisfied to the extent such reports and documents are available on the Commission's EDGAR system. In addition, during the one-year period following the Closing Date, the Company will furnish to the Representative copies of any correspondence between the Company and the Commission or its staff relating to the Registration Statement.
Section 5(f) — Use of Proceeds.
The Company will apply the net proceeds from the sale of the Shares (including any Option Shares) received by the Company substantially in the manner described in the Prospectus under the caption "Use of Proceeds," which includes general corporate purposes, such as working capital, research and development investment, and potential strategic acquisitions.
Section 5(g) — No Offer or Sale of Securities.
During the Lock-Up Period (i.e., for a period of one hundred eighty (180) days following the date of the Final Prospectus), the Company will not, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), 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, or otherwise transfer or dispose of, any shares of Class A Common Stock or Class B Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or Class B Common Stock (including, without limitation, shares of Class A Common Stock or Class B Common Stock that may be deemed to be beneficially owned by the Company or any of its affiliates in accordance with the rules and regulations of the Commission), or file, or cause to be filed, any registration statement under the Act with respect to any of the foregoing; or (ii) enter into any swap or other agreement, arrangement, or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of shares of Class A Common Stock or Class B Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Class A Common Stock, Class B Common Stock, or such other securities, in cash, or otherwise.
The foregoing restrictions shall not apply to: (A) the Shares to be sold pursuant to this Agreement; (B) the issuance by the Company of shares of Class A Common Stock upon the exercise of stock options or the settlement of restricted stock units outstanding on the date hereof and described in the Prospectus; (C) the issuance by the Company of shares of Class A Common Stock upon the conversion of the Company's outstanding shares of preferred sto

UNDERWRITING AGREEMENT

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