1008-00003 · Client 1008 · Engagement

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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

PRIVILEGED & CONFIDENTIAL

ATTORNEY WORK PRODUCT

August 21, 2023

This memorandum is prepared for internal use only by attorneys and authorized personnel of Calderwood & Harkness LLP. It is protected by the attorney work product doctrine and the attorney-client privilege. It should not be disclosed to any person outside the firm without the prior written authorization of the General Counsel or the responsible partner identified herein. Any unauthorized disclosure may result in waiver of applicable privileges.

I. PURPOSE

This memorandum documents the results of the conflicts of interest check conducted pursuant to Calderwood & Harkness LLP's ("C&H" or the "Firm") internal conflicts clearance procedures in connection with the proposed engagement of the Firm as issuer's counsel to Lumos Analytics Inc. ("Lumos" or the "Client") in a Simple Agreement for Future Equity ("SAFE") financing round targeting approximately Six Million Eight Hundred Thousand Dollars ($6,800,000) in aggregate investment from one lead institutional investor and several co-investors (the "Proposed Engagement").

The engagement letter for this matter was executed by the Client and the Firm on August 21, 2023, contingent upon the satisfactory completion of this conflicts review. The Firm's representation in this matter is limited to acting as issuer's counsel to Lumos in connection with the SAFE financing round and does not extend to the representation of any investor, co-investor, or other party participating in the transaction.

Patricia Dunmore, Partner in the Firm's Energy & Infrastructure Group, has been designated as the Responsible Partner for this engagement. George Trujillo, Partner, has been designated as the Billing Partner. The engagement team further includes Omar Siddiqui, who will serve as Lead Associate, and Christy Bauer, who will serve as Working Associate on the matter.

The purpose of this memorandum is to identify all known parties to or participants in the Proposed Engagement, to report the results of the Firm's conflicts database search against those parties, to analyze any potential issues arising from the search results, and to render a clearance determination regarding the Firm's ability to proceed with the representation.

II. CLIENT IDENTIFICATION

The following information has been compiled from the engagement intake questionnaire completed by the Client, publicly available corporate records, and information provided by the Client's management team in connection with the opening of this matter.

Client: Lumos Analytics Inc.

Business Description: Lumos Analytics Inc. is an early-stage, venture-backed technology company operating in the artificial intelligence, software-as-a-service ("SaaS"), and financial technology ("fintech") analytics sectors. The Company's primary product is "Lumos Prism," a cloud-based platform that provides real-time regulatory compliance dashboards and predictive risk scoring capabilities to mid-market financial institutions, including community banks, credit unions, and regional broker-dealers. The Lumos Prism platform leverages proprietary machine learning algorithms to aggregate and analyze regulatory data streams, enabling customers to identify compliance gaps, forecast examination risk, and generate automated reporting outputs. As of the date of this memorandum, Lumos reports approximately eighteen (18) paying enterprise customers and is generating pre-revenue-stage annual recurring revenue in the low six figures.

Key Principals / Officers / Directors of Client:

All four individuals listed above were included in the conflicts search described in Section IV below.

III. ADVERSE AND INTERESTED PARTIES SEARCHED

The following parties have been identified as participants in, counterparties to, or otherwise materially connected with the Proposed Engagement. Each party listed below was included in the Firm's conflicts database search. The parties are organized by their role in the transaction.

A. Lead Investor

Vantage Peak Ventures Fund II, L.P.

Vantage Peak Ventures Fund II, L.P. ("Vantage Peak" or "VPV") is a venture capital fund focused on early-stage investments in enterprise software and fintech companies. Vantage Peak is serving as the lead investor in the proposed SAFE round and has committed Three Million Five Hundred Thousand Dollars ($3,500,000) pursuant to a SAFE instrument. The fund's general partner, Vantage Peak Capital Management LLC, is a Delaware limited liability company through which Catherine Aldridge and Raymond Petrov exercise management authority over the fund. Samantha Reyes, a Principal at Vantage Peak, is serving as the designated deal lead for this investment. All three individuals, as well as both the fund entity and the general partner entity, were included in the conflicts search.

B. Known Co-Investors / Prospective Investors

Ridgeline Angel Fund, L.P.

Ridgeline Angel Fund, L.P. ("Ridgeline") is an angel investment fund that has committed One Million Two Hundred Thousand Dollars ($1,200,000) to the current SAFE round. Notably, Ridgeline is also an existing SAFE holder from Lumos's August 2022 pre-seed financing round, in which Ridgeline invested Five Hundred Thousand Dollars ($500,000) at a post-money valuation cap of Eight Million Dollars ($8,000,000). Ridgeline's dual status as both an existing SAFE holder and a prospective investor in the current round is discussed further in Section VI (Analysis of Potential Issues) below. Both the fund entity and the general partner entity, as well as David Choi individually, were included in the conflicts search.

Canopy Growth Capital LLC

Canopy Growth Capital LLC ("Canopy Growth") is an early-stage investment vehicle with a focus on SaaS and fintech companies. As of the date of the engagement, Canopy Growth and Lumos are in active discussions regarding a potential SAFE investment of approximately One Million One Hundred Thousand Dollars ($1,100,000). These discussions have not yet been finalized, and the investment commitment remains subject to completion of Canopy Growth's internal due diligence and investment committee approval. Both the entity and Lena Petrova individually were included in the conflicts search.

Atlas Fintech Syndicate, L.P.

Atlas Fintech Syndicate, L.P. ("Atlas Fintech") is a fintech-focused syndicate fund. As of the date of the engagement, Atlas Fintech and Lumos are in early-stage discussions regarding a potential SAFE investment of approximately One Million Dollars ($1,000,000). These discussions are preliminary in nature, and no binding commitment has been made. Both the fund entity and the general partner entity, as well as Marcus Greenfield individually, were included in the conflicts search.

C. Opposing / Investor Counsel

Whitfield Harte & Associates LLP

Whitfield Harte & Associates LLP ("Whitfield Harte") has been retained by Vantage Peak as investor's counsel for purposes of the proposed SAFE financing round. Jonathan Whitfield, a named partner of the firm, is serving as lead partner on the matter, with support from Megan Trost, an associate. Both the firm entity and both named individuals were included in the conflicts search. It should be noted that while Whitfield Harte is the counterparty law firm in this transaction, the representation is transactional in nature and Whitfield Harte is not opposing counsel in a litigation or adversarial proceeding.

D. Existing Pre-Seed SAFE Holders (Prior Round — August 2022)

The following parties hold outstanding SAFE instruments issued by Lumos in its August 2022 pre-seed financing round. Although these parties are not direct participants in the current round (with the exception of Ridgeline, which is participating as noted above), they hold economic interests in Lumos that may be affected by the terms of the current SAFE round, and accordingly they have been included in the conflicts search as interested parties.

Each of these individuals was searched individually in the Firm's conflicts database by full legal name.

E. Third-Party Service Providers

The following third-party service providers to Lumos have been identified and included in the conflicts search. Although these parties are not direct counterparties in the SAFE transaction, they have ongoing professional relationships with the Client that could give rise to conflicts or issues under certain circumstances.

Ashgrove Equity Partners Accounting Group LLP — Company Auditor and Tax Advisor

Ashgrove Equity Partners Accounting Group LLP ("Ashgrove Equity Partners") serves as the Company's external auditor and tax advisor. The Firm may interact with Ashgrove Equity Partners in connection with financial due diligence and disclosure matters during the SAFE financing process.

Silicon Valley Commerce Bank — Company's Banking Institution

Silicon Valley Commerce Bank ("SVCB") serves as the Company's primary banking institution and is the lender under a $200,000 revolving line of credit facility. As of August 2023, there is no outstanding balance drawn under the revolving facility. The existence of this credit facility and any related security interests may be relevant to the SAFE transaction documentation and representations.

Peralta IP Consulting LLC — Patent / IP Advisor

Peralta IP Consulting LLC ("Peralta IP") serves as the Company's outside patent and intellectual property advisor. The Firm may coordinate with Peralta IP in connection with any intellectual property representations and warranties included in the SAFE side letter or ancillary transaction documents.

CT Cascade Systems — Delaware Registered Agent for Lumos

CT Cascade Systems serves as the Company's registered agent for service of process in the State of Delaware. This entity was included in the conflicts search as a matter of standard procedure.

IV. CONFLICTS DATABASE SEARCH PARAMETERS

The following names, aliases, and associated entities were run through Calderwood & Harkness's firm-wide conflicts management system (the "C&H Conflicts Clearance System"), which encompasses both current and historical client matters within the preceding seven (7) years. The C&H Conflicts Clearance System is maintained by the Firm's General Counsel and Conflicts Coordinator and is updated on a rolling basis as new matters are opened, closed, or modified.

Entities Searched:

1. Lumos Analytics Inc. (also searched as "Lumos," "Lumos AI," and "Lumos Prism")

2. Vantage Peak Ventures Fund II, L.P. (also searched as "Vantage Peak," "VPV," and "Vantage Peak Fund II")

3. Vantage Peak Capital Management LLC (also searched as "Vantage Peak Capital," "VPV Capital Management," and "Vantage Peak GP")

4. Ridgeline Angel Fund, L.P. (also searched as "Ridgeline," "Ridgeline Angel," and "Ridgeline Fund")

5. Ridgeline Angel Management LLC (also searched as "Ridgeline Management" and "Ridgeline GP")

6. Canopy Growth Capital LLC (also searched as "Canopy Growth," "Canopy Capital," and "CGC")

7. Atlas Fintech Syndicate, L.P. (also searched as "Atlas Fintech," "Atlas Syndicate," and "Atlas FS")

8. Atlas Fintech GP LLC (also searched as "Atlas GP" and "Atlas Fintech GP")

9. Whitfield Harte & Associates LLP (also searched as "Whitfield Harte," "WH&A," and "Whitfield Harte Associates")

10. Ashgrove Equity Partners Accounting Group LLP (also searched as "Ashgrove Equity Partners Accounting" and "Ashgrove Equity Partners AG")

11. Silicon Valley Commerce Bank (also searched as "SVCB" and "SV Commerce Bank")

12. Peralta IP Consulting LLC (also searched as "Peralta IP" and "Peralta Consulting")

13. CT Cascade Systems (also searched as "CT Corp" and "CT National")

Individuals Searched:

1. Priya Narasimhan (Co-Founder, CEO & President, Lumos Analytics Inc.)

2. Elliot Marsh (Co-Founder, CTO, Lumos Analytics Inc.)

3. Danielle Okoye (CFO, Lumos Analytics Inc.)

4. Kenji Watanabe (Independent Director, Lumos Analytics Inc.)

5. Catherine Aldridge (Managing Partner, Vantage Peak Capital Management LLC)

6. Raymond Petrov (Managing Partner, Vantage Peak Capital Management LLC)

7. Samantha Reyes (Principal, Vantage Peak Ventures Fund II, L.P.)

8. David Choi (Managing Partner, Ridgeline Angel Management LLC)

9. Lena Petrova (Managing Member, Canopy Growth Capital LLC)

10. Marcus Greenfield (General Partner, Atlas Fintech GP LLC)

11. Jonathan Whitfield (Partner, Whitfield Harte & Associates LLP)

12. Megan Trost (Associate, Whitfield Harte & Associates LLP)

13. Angela Forsythe (Individual Angel Investor)

14. Dr. Naveen Iyer (Individual Angel Investor)

15. Sylvia Montero (Individual Angel Investor)

16. Karen Yoshida (Engagement Partner, Ashgrove Equity Partners Accounting Group LLP)

17. Trevor Quinlan (Relationship Manager, Silicon Valley Commerce Bank)

18. Dr. Amir Farouk (Principal Consultant, Peralta IP Consulting LLC)

Date of Search: August 21, 2023

System / Database Used: C&H Internal Conflicts Clearance System (firm-wide; encompassing all domestic and international offices; covering current and historical matters within the preceding seven-year lookback period, i.e., matters opened on or after August 21, 2016)

The search was conducted by the undersigned with the assistance of the Firm's Conflicts Coordinator. Partial name matches, phonetic variations, and common abbreviations were reviewed and evaluated as part of the search protocol. Where partial matches were returned, the underlying matter records were reviewed to determine whether the match was a true positive or a false positive attributable to a different individual or entity with a similar name.

V. RESULTS OF CONFLICTS CHECK

The results of the conflicts database search are set forth below, organized by party. For each party, the memorandum reports whether the search identified any current representation, prior representation, adverse representation, or other matter involving the party within the seven-year lookback period.

A. Client — Lumos Analytics Inc.

The conflicts search returned no results for Lumos Analytics Inc. under any of the searched names or aliases. The Firm has no prior or current representation of Lumos Analytics Inc. in any matter, and no prior or current adverse representation against Lumos Analytics Inc. in any matter. Similarly, the search returned no results for any of the Client's founders, officers, or directors — specifically, Priya Narasimhan, Elliot Marsh, Danielle Okoye, and Kenji Watanabe — in connection with any C&H matter, whether as a client, adverse party, witness, or other interested party.