1008-00004 · Client 1008 · Engagement

engagement-letter-lumos-immigration.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 California Street, 32nd Floor San Francisco, California 94104 Telephone: (415) 782-4300

June 12, 2023

Via Email and U.S. Mail

Marcus Whitfield, Esq. General Counsel Lumos Analytics Inc. 2240 Embarcadero Way, Suite 600 Palo Alto, California 94303

Re: Engagement of Calderwood & Harkness LLP — PERM Labor Certification and EB-2 Immigrant Visa Petition Filings Matter Number: 1008-00004

Dear Mr. Whitfield:

We are pleased to provide this engagement letter setting forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will represent Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the immigration matters described herein. This letter, once executed by both parties, will constitute the binding agreement between the Firm and the Company governing this engagement.

1. Purpose and Scope of Engagement

This letter confirms that Lumos Analytics Inc. has retained Calderwood & Harkness LLP to serve as the Company's outside immigration counsel for purposes of preparing and filing permanent labor certification applications and employment-based immigrant visa petitions on behalf of four foreign national employees of the Company identified below. The Firm values the trust the Company has placed in us in connection with these important filings, and we look forward to working closely with your team to advance these matters in a diligent and timely manner.

The scope of this engagement encompasses the following:

(i) the preparation and filing of PERM labor certification applications (ETA Form 9089) with the U.S. Department of Labor ("DOL"), Office of Foreign Labor Certification ("OFLC"), Atlanta National Processing Center, for each of the four beneficiaries identified in Section 2 below; and

(ii) the preparation and filing of EB-2 (Employment-Based Second Preference — Advanced Degree Professional) immigrant visa petitions (Form I-140, Immigrant Petition for Alien Workers) with U.S. Citizenship and Immigration Services ("USCIS") for each of the four beneficiaries identified in Section 2 below.

The petitioning employer for all filings under this engagement is Lumos Analytics Inc., a Delaware C-Corporation duly organized and existing under the laws of the State of Delaware and qualified to do business in the State of California. The Company's Employer Identification Number ("EIN") is 84-3291057. The worksite location for all four sponsored positions is the Company's principal office located at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303. Unless otherwise indicated by the Company in writing, all PERM applications and I-140 petitions will designate this address as the primary worksite for each sponsored beneficiary.

2. Identification of Beneficiaries

The Firm will prepare and file PERM labor certification applications and EB-2 immigrant visa petitions on behalf of the following four beneficiaries, each of whom is currently employed by the Company in the position indicated:

1. Rajan Mehta

• Position: Vice President, Engineering — Core Platform

• Citizenship: India

• Current Immigration Status: H-1B nonimmigrant status, valid through September 14, 2025

• EB-2 Classification Basis: Advanced Degree Professional — Master of Science in Computer Science, Indian Institute of Technology Bombay, conferred 2014

2. Lina Varga

• Position: Senior Director, Data Science & Machine Learning

• Citizenship: Hungary

• Current Immigration Status: H-1B nonimmigrant status, valid through March 2, 2026

• EB-2 Classification Basis: Advanced Degree Professional — Doctor of Philosophy (Ph.D.) in Statistics, ETH Glenrock Assurance (Swiss Federal Institute of Technology Glenrock Assurance), conferred 2016

3. Tomás Aguilar-Reyes

• Position: Vice President, Product — Fintech Solutions

• Citizenship: Mexico

• Current Immigration Status: L-1A intracompany transferee status, valid through July 30, 2024

• EB-2 Classification Basis: Advanced Degree Professional — Master of Business Administration (MBA), IPADE Business School (Instituto Panamericano de Alta Dirección de Empresa), conferred 2013, supplemented by five (5) years of progressive post-graduate experience in product management and fintech strategy

4. Yumiko Tanaka

• Position: Director, Information Security & Compliance

• Citizenship: Japan

• Current Immigration Status: H-1B nonimmigrant status, valid through November 18, 2025

• EB-2 Classification Basis: Advanced Degree Professional — Master of Science in Cybersecurity, Carnegie Mellon University, conferred 2017

Each of the above-named beneficiaries will be advised that the Firm represents the Company as the petitioning employer in this process, and that the Firm does not represent the beneficiaries individually. The Firm may communicate directly with the beneficiaries to the extent necessary to obtain documentation and information relevant to the PERM and I-140 filings, but such communications shall not create an attorney-client relationship between the Firm and any individual beneficiary.

3. Description of Legal Services

The Firm will provide the following legal services to the Company in connection with this engagement:

(a) Prevailing Wage Determination Requests. The Firm will prepare and submit prevailing wage determination ("PWD") requests to the DOL National Prevailing Wage Center ("NPWC") for each of the four positions described in Section 2 above. This work will include the identification of the appropriate Standard Occupational Classification ("SOC") codes for each position, the preparation of detailed position descriptions reflecting the actual minimum requirements and duties of each role, and the determination of the appropriate wage level in accordance with DOL guidance. The Firm will review each prevailing wage determination upon issuance by the NPWC and advise the Company as to whether the determined wage is consistent with the offered wage for each position, and whether any request for redetermination is warranted.

(b) Recruitment Campaign Design and Supervision. The Firm will design, coordinate, and supervise the mandatory PERM recruitment campaign for each of the four positions in accordance with the requirements of 20 C.F.R. § 656.17 applicable to professional occupations. The recruitment campaign will include the following mandatory and additional recruitment steps:

(i) Job Order with State Workforce Agency. The Firm will coordinate the placement of a job order with the California Employment Development Department ("EDD") through the CalJOBS system for a period of at least thirty (30) consecutive days, as required by regulation.

(ii) Newspaper Advertisements. The Firm will coordinate the placement of two (2) print advertisements on two different Sundays in a newspaper of general circulation in the area of intended employment. The newspaper advertisements will be placed in The Peninsula Gazette or such other newspaper of general circulation as may be appropriate for the Palo Alto, California metropolitan area.

(iii) Internal Posting. The Firm will prepare a notice of the job opportunity for internal posting at the Company's worksite at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303, for a period of at least ten (10) consecutive business days, in accordance with 20 C.F.R. § 656.10(d).

(iv) Additional Recruitment Steps. The Firm will select and coordinate the execution of three (3) additional recruitment steps from the regulatory menu set forth in 20 C.F.R. § 656.17(e)(1)(i), which may include, as appropriate for each position: advertisements in professional journals, advertisements on employer websites, advertisements on job search websites, on-campus recruiting, trade or professional organization placements, or such other permissible recruitment methods as the Firm deems appropriate in consultation with the Company. The Firm anticipates that, for the positions at issue, one or more of the additional recruitment steps will include an advertisement in FinTech Talent Weekly, a professional journal published by Creston Media Group, Inc.

The Firm will coordinate all recruitment advertising through the Company's designated recruitment advertising vendor, Broadgate Compliance Services LLC (Gerald Fitzmorris, Principal). The Company will be responsible for ensuring that Broadgate Compliance Services LLC is engaged and authorized to act on the Company's behalf in placing the required advertisements. The Firm will provide Broadgate Compliance Services LLC with advertisement text, publication specifications, and placement instructions as necessary.

(c) Recruitment Report Preparation. Upon conclusion of each recruitment campaign and the expiration of the mandatory thirty (30)-day "quiet period" following completion of recruitment, the Firm will prepare a comprehensive recruitment results report for each case. Each report will document the recruitment steps undertaken, the number of applications and resumes received, the disposition of each applicant, and the lawful, job-related reasons for non-selection of any applicants who were considered but not hired. These reports will be prepared in a manner suitable for inclusion in the PERM audit file maintained by the Company in accordance with DOL regulations.

(d) ETA Form 9089 Preparation and Filing. The Firm will draft, review, and electronically file ETA Form 9089, Application for Permanent Employment Certification, with the DOL Atlanta National Processing Center for each of the four beneficiaries. Prior to filing, the Firm will provide the Company with a draft of each ETA Form 9089 for review, and will obtain the Company's written authorization before submission to the DOL. The Firm will ensure that each application accurately reflects the actual minimum requirements of the position, the offered wage (which must meet or exceed the prevailing wage), and all other information required by the DOL.

(e) I-140 Petition Preparation and Filing. Upon certification of the PERM labor certification for each beneficiary, the Firm will prepare and file Form I-140, Immigrant Petition for Alien Workers, under the EB-2 (Advanced Degree Professional) classification with the USCIS Texas Service Center, located at 6046 N Belt Line Road, Irving, Texas 75038, for each of the four beneficiaries. Each I-140 petition will be filed with a concurrent Form I-907, Request for Premium Processing Service, to expedite adjudication within the fifteen (15)-calendar-day premium processing timeframe. The I-140 petitions will include, among other supporting materials, the approved PERM labor certification, educational credential evaluations where necessary, evidence of the beneficiary's qualifying advanced degree, and evidence of the Company's ability to pay the offered wage.

(f) Employer Support Documentation. The Firm will draft employer support letters for each beneficiary, to be signed by an authorized representative of the Company, attesting to the beneficiary's employment, position, duties, and qualifications. The Firm will also compile and organize ability-to-pay evidence, which may include the Company's audited financial statements, annual reports, federal income tax returns (IRS Form 1120), and/or evidence that the offered wage has been paid to each beneficiary, as applicable.

(g) Response to Government Inquiries. Should the DOL or USCIS issue any Requests for Evidence ("RFEs"), audit notifications, or other inquiries in connection with any PERM or I-140 application filed under this engagement, the Firm will prepare and file timely responses on behalf of the Company. This includes, without limitation, responses to DOL audit letters requesting production of recruitment documentation, responses to USCIS RFEs requesting additional evidence in support of the I-140 petitions, and any related correspondence with the adjudicating government agencies. The cost of responding to RFEs and audit requests is included within the flat fee described in Section 6 of this letter.

(h) Client Communications. The Firm will provide regular status updates and advisory communications to the Company's designated client contacts identified in Section 5 below. The Firm will promptly inform the Company of any significant developments in each case, including receipt of prevailing wage determinations, completion of recruitment steps, filing confirmations, receipt of government notices or RFEs, and final adjudication decisions.

Exclusions from Scope. The Company acknowledges that the scope of this engagement is specifically limited to the PERM labor certification and I-140 immigrant visa petition filings described above. This engagement does not include, and the Firm is not being retained to perform, any of the following:

(i) Adjustment of status applications (Form I-485) or consular immigrant visa processing for any beneficiary or any family members;

(ii) H-1B extensions, amendments, or transfer petitions for any beneficiary;

(iii) Any immigration benefit applications or petitions beyond the PERM and I-140 filings described in this letter;

(iv) Employment-based immigration petitions or applications for any individuals other than the four beneficiaries named in Section 2 above; or

(v) Representation in immigration enforcement, removal, or deportation proceedings.

Should the Company or any beneficiary require any of the foregoing services, such services may be engaged under a separate engagement letter, which the Firm would be pleased to discuss at the appropriate time.

4. Staffing

The following attorneys will be principally responsible for the work performed under this engagement:

Responsible Partner — Colette Whitman. Ms. Whitman is a partner in the Firm's Bankruptcy & Restructuring practice group and will serve as the overall supervising partner for this engagement. Ms. Whitman will maintain overall responsibility for the quality and timeliness of all work product, exercise supervisory oversight over all filings, and serve as the primary point of contact for the Company's General Counsel on strategic and relationship matters.

Billing Partner — Elaine Forsythe. Ms. Forsythe is a partner in the Firm's Antitrust & Competition practice group and serves as the designated billing partner for all matters involving Lumos Analytics Inc. across the Firm's platform. Ms. Forsythe will be responsible for billing administration, invoice review, and coordination of billing matters with the Company's accounts payable team.

Lead Associate — Derek Okonkwo. Mr. Okonkwo is an associate in the Firm's Mergers & Acquisitions practice group and will serve as the primary drafter and filer for all PERM labor certification applications and I-140 immigrant visa petitions under this engagement. Mr. Okonkwo will be responsible for day-to-day case management, beneficiary communications, document compilation, and preparation of all government filings and supporting materials.

Working Associate — Tiffany Rosenthal. Ms. Rosenthal is an associate in the Firm's Mergers & Acquisitions practice group and will assist Mr. Okonkwo in all aspects of the engagement, with particular responsibility for supervision of the PERM recruitment campaigns, prevailing wage research, SOC code analysis, and regulatory compliance tracking.

The Firm may, from time to time, utilize other attorneys, paralegals, and support staff to assist in the performance of services under this engagement as the Firm deems appropriate. The Firm will endeavor to maintain continuity of staffing throughout the duration of this engagement and will notify the Company of any material changes in the assignment of the principal attorneys listed above.

5. Client Contacts

The Company designates the following individuals as the primary client contacts for purposes of this engagement:

Marcus Whitfield, General Counsel — Mr. Whitfield is authorized to provide legal oversight of the engagement, approve strategic decisions, and authorize the execution of filings on behalf of the Company.

Janelle Kwon, HR Manager — Ms. Kwon will serve as the day-to-day immigration liaison between the Company and the Firm. She will coordinate document collection from the beneficiaries, facilitate internal communications, and serve as the primary point of contact for routine case status inquiries.

Sonia Elliston, VP, People Operations — Ms. Elliston will coordinate the Company's participation in the PERM recruitment campaigns, including oversight of internal job postings at the worksite, collection and forwarding of resumes received in response to recruitment efforts, and coordination with the Company's hiring managers regarding applicant evaluations.

The Firm will direct substantive communications regarding case strategy, legal advice, and material developments to Mr. Whitfield, and will direct operational and procedural communications to Ms. Kwon and Ms. Elliston, as appropriate. The Company may modify its designated client contacts at any time by providing written notice to the Firm.

6. Fees and Billing

6.1 Legal Fees — Flat Fee Arrangement

The Company and the Firm have agreed to a flat fee arrangement for the legal services described in Section 3 of this engagement letter. The flat fee for the combined preparation and filing of PERM labor certification applications and I-140 immigrant visa petitions shall be Twelve Thousand Five Hundred Dollars ($12,500) per beneficiary.

With four (4) beneficiaries sponsored under this engagement, the total legal fees shall be:

4 beneficiaries × $12,500 per beneficiary = $50,000 total legal fees

The flat fee covers all attorney time, associate and partner time, paralegal time, and internal administrative costs for the services described in Section 3, including the preparation of and response to any Requests for Evidence or DOL audit requests issued during the engagement period. The flat fee does not cover government filing fees, recruitment advertising costs, or other third-party disbursements, which will be invoiced separately as described below.

6.2 Government Filing Fees (Passed Through at Cost)

Government filing fees will be invoiced to the Company at cost, without markup, at the time they are incurred. Based on the current fee schedules published by USCIS and DOL, the anticipated government filing fees for this engagement are as follows:

The Company acknowledges that USCIS and DOL filing fees are subject to change, and that the Firm will notify the Company of any fee increases that may affect the total cost of this engagement prior to incurring the increased fees.

6.3 Recruitment Advertising Costs (Passed Through at Actual Cost)

Recruitment advertising costs required to satisfy the mandatory PERM recruitment requirements under 20 C.F.R. § 656.17 will be invoiced to the Company at the actual cost incurred, without markup. The estimated recruitment advertising costs for this engagement are as follows:

• Estimated cost per case: approximately $3,200

• Estimated total for four (4) cases: approximately $12,800

These estimates are subject to actual invoices from the Company's advertising vendors and may vary depending on the specific recruitment steps selected, newspaper advertising rates, and professional journal publication fees. Anticipated advertising expenditures include, but are not limited to:

• Two (2) Sunday print advertisements per case in The Peninsula Gazette (a newspaper of general circulation serving the Palo Alto/San Francisco Peninsula area);

• Online professional journal advertisements in FinTech Talent Weekly, published by Creston Media Group, Inc.; and

• Any nominal fees associated with campus placement, trade organization postings, or other additional recruitment steps selected from the regulatory menu.

Broadgate Compliance Services LLC will coordinate advertisement placement on behalf of the Company. Vendor invoices issued by Broadgate Compliance Services LLC or directly by advertising publishers will be passed through to the Company at cost, accompanied by copies of the underlying vendor invoices.

6.4 Estimated Total Engagement Cost

Based on the foregoing, the total estimated cost for this engagement is as follows:

The actual total engagement cost may vary from the estimate above based on actual recruitment advertising costs incurred. The Firm will notify the Company if actual costs are expected to materially exceed the estimates provided herein.

6.5 Payment Terms

Payment of fees and costs under this engagement shall be made in accordance with the following schedule:

First Installment (Retainer). Fifty percent (50%) of the total flat legal fees, in the amount of Twenty-Five Thousand Dollars ($25,000), shall be due and payable upon execution of this engagement letter. The retainer shall be deposited into the Firm's client trust account and applied against legal fees earned as work progresses.

Second Installment. The remaining fifty percent (50%) of the total flat legal fees, in the amount of Twenty-Five Thousand Dollars ($25,000), shall be due and payable upon filing of the I-140 immigrant visa petitions with USCIS.

Government Filing Fees. Government filing fees shall be invoiced to the Company at cost at the time of incurrence, which is anticipated to coincide with the filing of the I-140 petitions and associated Form I-907 premium processing requests.

Recruitment Advertising Costs. Recruitment advertising costs shall be invoiced to the Company at actual cost as incurred during the recruitment campaign phase of the PERM process. Individual invoices may be submitted as vendor charges are received.

All invoices shall be payable within thirty (30) days of the date of invoice. The Firm reserves the right to suspend work on pending matters in the event of non-payment of invoices that are more than sixty (60) days past due, upon reasonable written notice to the Company. The Company shall not be responsible for any fees or costs incurred by the Firm that are not authorized under this engagement letter.

7. Client Obligations

The success of the PERM labor certification and I-140 immigrant visa petition process depends in significant part on the active participation and cooperation of the Company. The Company acknowledges and agrees to the following obligations in connection with this engagement:

(a) Truthful and Accurate Information. The Company shall provide truthful and accurate information regarding each sponsored position's actual minimum requirements, including educational degree requirements, fields of study, years of experience, specific skills, and any special requirements. The Company shall also provide truthful and accurate information regarding the job duties associated with each position and the offered wage for each position. The Company understands that the PERM labor certification process requires that the minimum requirements stated on the ETA Form 9089 reflect the Company's actual minimum requirements for the position, and not requirements tailored to the qualifications of the beneficiary.

(b) Cooperation in Recruitment. The Company shall cooperate fully in the supervised PERM recruitment process, including: (i) timely posting of the internal notice of the job opportunity at the worksite at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303, for a minimum of ten (10) consecutive business days in accordance with 20 C.F.R. § 656.10(d); (ii) collecting and forwarding to the Firm all resumes and applications received in response to the recruitment campaign; and (iii) conducting a good-faith evaluation of all applicants against the stated minimum requirements of the position, and providing the Firm with a written summary of the reasons for non-selection of each applicant who was considered but not hired. The Company understands that any U.S. worker who meets the minimum requirements for the position must be considered in good faith, and that a failure to do so may jeopardize the PERM application.

(c) Ability-to-Pay Documentation. The Company shall provide corporate financial documentation sufficient to demonstrate the Company's ability to pay the offered wage to each beneficiary as of the priority date and continuing through the date of adjudication of the I-140 petition. Such documentation may include the Company's annual reports, federal income tax returns (IRS Form 1120), audited financial statements, or such other evidence as USCIS may require. The Company shall make this documentation available to the Firm in a timely manner upon request.

(d) Position Integrity During PERM Process. The Company shall refrain from offering or filling any PERM-sponsored position to any person other than the designated beneficiary during the pendency of the PERM process, unless a qualified U.S. worker is identified and hired through the PERM recruitment process. The Company understands that offering the position to an alternative candidate while the PERM application is pending may constitute a violation of DOL regulations and may result in denial of the application.

(e) Maintenance of PERM Audit Files. The Company shall maintain complete PERM audit files, including all recruitment documentation (copies of advertisements, proof of publication, internal posting notices, resumes received, applicant evaluation records, and recruitment results reports), for a period of five (5) years from the date of filing the ETA Form 9089 or the date of conclusion of the recruitment effort, whichever is later, in accordance with 20 C.F.R. § 656.10(f). The Firm will provide the Company with copies of all documentation necessary for the audit file, but the Company bears ultimate responsibility for maintaining these records.

(f) Notification of Material Changes. The Company shall promptly notify the Firm of any material changes in corporate structure (including mergers, acquisitions, reorganizations, or changes in ownership), worksite location, job duties, job title, offered salary, or other material terms of employment that may affect pending PERM or I-140 applications. The Company understands that certain changes may require amendment, re-filing, or withdrawal of pending applications, and that failure to notify the Firm of material changes may adversely affect the outcome of the filings.

8. Company Background

For the Firm's internal file and for purposes of providing context relevant to the preparation of filings under this engagement, the Company provides the following background information:

Company Name: Lumos Analytics Inc.

Business Description: Lumos Analytics Inc. is an enterprise SaaS and fintech company that develops and provides an AI-driven credit risk analytics and automated underwriting platform to financial institutions, consumer lenders, and fintech companies. The Company's platform leverages proprietary machine learning algorithms to deliver real-time credit risk assessments, portfolio monitoring, and regulatory compliance analytics.

Year Founded: 2019

Annual Revenue (Fiscal Year 2023): $87.4 million

Total Employees: 312 (as of June 2023)

Incorporation: Incorporated in the State of Delaware as a C-Corporation

Principal Offices and Headquarters: 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303

Delaware Registered Agent: Keystone Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904

PE Sponsor: Ridgeline Equity Partners, LP, which served as lead investor in the Company's Series B financing round and holds an approximately 38.2% equity stake in the Company

Chief Executive Officer: Priya Chandrasekaran

The Company's financial profile, including its annual revenue and employee headcount, will be relevant to the Firm's preparation of ability-to-pay evidence in support of the I-140 petitions.

9. Conflicts of Interest

The Firm has conducted a conflicts of interest check in accordance with the California Rules of Professional Conduct and, based on the information currently available to the Firm, has identified no existing conflicts of interest that would preclude the Firm from undertaking this engagement on behalf of the Company.

The Company understands and acknowledges that the Firm's representation of Lumos Analytics Inc. is limited to the immigration matters described in this engagement letter. The Firm is a multi-practice law firm that represents a wide range of clients across diverse industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may be adverse to those of Lumos Analytics Inc. in matters unrelated to this engagement. By executing this engagement letter, the Company consents to the Firm's representation of other clients in matters unrelated to this engagement, provided that the Firm maintains appropriate ethical screens and safeguards to protect the confidentiality of the Company's information in accordance with the Firm's professional obligations.

In the event that a conflict of interest arises during the course of this engagement that the Firm believes may affect its ability to continue representing the Company, the Firm will promptly notify the Company and discuss available options, including obtaining informed written consent or, if necessary, withdrawing from the engagement in accordance with applicable professional conduct rules.

10. Confidentiality

All information provided by the Company and by the individual beneficiaries in connection with this engagement will be treated as confidential by the Firm, subject to the Firm's professional obligations under the California Rules of Professional Conduct and applicable law. The Firm acknowledges that the information provided in connection with this engagement may include sensitive corporate information, financial data, trade secrets, proprietary business information, and personal information of the beneficiaries.

The Firm will not disclose confidential information to third parties except: (i) as authorized by the Company in writing; (ii) as required by law, court order, or regulatory requirement; (iii) as required by the applicable rules of professional conduct governing the Firm's practice; or (iv) as necessary to accomplish the purposes of this engagement, including submissions to the DOL, USCIS, the California Employment Development Department, the National Prevailing Wage Center, and other government agencies as required in connection with the PERM and I-140 filings. The Company acknowledges that government filings necessarily require the disclosure of certain corporate and personal information to the adjudicating agencies.

Beneficiary personal information, including but not limited to immigration status, passport and travel document information, educational credentials, employment history, salary information, and other personally identifiable information, will be handled by the Firm in accordance with applicable privacy regulations, including the California Consumer Privacy Act ("CCPA") to the extent applicable, and will be used solely for the purposes of this engagement. The Firm will implement reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access, use, or disclosure.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. The Firm encourages the Company to communicate any concerns regarding the representation promptly so that they may be addressed before termination becomes necessary.

In the event of termination by the Company, the Firm will be entitled to payment for: (i) all legal fees earned as of the date of termination, calculated on a pro-rata basis of the flat fee based on the proportion of work completed for each beneficiary's case as of the termination date; (ii) all government filing fees incurred by the Firm on behalf of the Company prior to the date of termination; and (iii) all recruitment advertising costs incurred prior to the date of termination. The Firm will provide the Company with a final accounting of all fees and costs within thirty (30) days of the effective date of termination.

In the event of termination by either party, the Firm will take reasonable steps to protect the Company's and the beneficiaries' interests, including providing reasonable advance notice before withdrawing from any pending government filings, to the extent consistent with the Firm's professional obligations. The Firm will cooperate with successor counsel to ensure an orderly transition of the matters and will not unreasonably delay or impede the transfer of case files.

Upon termination of this engagement, or upon request by the Company at any time, the Firm will transfer all client files, documents, work product, and copies of government filings to the Company or to successor counsel designated by the Company. The Company acknowledges that the Firm may retain copies of such files for its own records in accordance with the Firm's document retention policies and applicable professional conduct rules.

12. No Guarantee of Outcome

The Company acknowledges and understands that the Firm cannot and does not guarantee the outcome of any PERM labor certification application or I-140 immigrant visa petition filed under this engagement. Immigration adjudications are conducted by the U.S. Department of Labor and U.S. Citizenship and Immigration Services, and the ultimate disposition of each application or petition is subject to the discretion of the adjudicating government agency. Case processing times, government policies, regulatory changes, staffing levels at government agencies, and individual adjudicator decisions are beyond the Firm's control and may affect the timeline and outcome of the filings.

The Firm will exercise its best professional judgment and diligent effort in the preparation and filing of all applications and petitions under this engagement. The Firm will take all reasonable steps to present each case in the strongest possible light and to respond promptly and thoroughly to any government inquiries. However, the Company's agreement to retain the Firm and to pay the fees described in this engagement letter is not contingent upon the approval of any particular filing, and the fees described herein are earned for the Firm's services regardless of the outcome of any government adjudication.

13. Estimated Timeline

Based on current government processing times and the Firm's experience with similar filings, the following is an overview of the anticipated timeline for each beneficiary's case from the commencement of the engagement to the expected I-140 approval:

Prevailing Wage Determination Requests. The Firm anticipates filing prevailing wage determination requests with the National Prevailing Wage Center within approximately two (2) weeks of the execution of this engagement letter. Based on current NPWC processing times, the Firm anticipates receiving prevailing wage determinations approximately eight (8) to twelve (12) weeks after filing.

Recruitment Campaigns. Upon receipt of prevailing wage determinations for each position, the Firm will commence the mandatory PERM recruitment campaign. Each recruitment campaign is expected to last approximately six (6) to eight (8) weeks, including the placement of all required advertisements, the collection and evaluation of applications, and the mandatory thirty (30)-day "quiet period" following completion of recruitment during which the Company must evaluate whether any U.S. workers applied and were qualified.

PERM Applications (ETA Form 9089). Following completion of the recruitment campaign and quiet period, and preparation of the recruitment results report, the Firm will file the ETA Form 9089 PERM labor certification application with the DOL Atlanta National Processing Center for each beneficiary.

PERM Certification. Based on current DOL processing times, the Firm anticipates that PERM labor certifications will be issued approximately six (6) to eight (8) weeks after filing of the ETA Form 9089, assuming no audit is triggered. In the event that one or more applications are selected for audit, additional processing time of several months may be required.

I-140 Petitions. Upon receipt of the approved PERM labor certification for each beneficiary, the Firm will file the I-140 immigrant visa petition with the USCIS Texas Service Center, accompanied by a Form I-907 request for premium processing. Under premium processing, USCIS is required to issue a decision or request for additional evidence within fifteen (15) calendar days of receipt of the petition.

Estimated Total Timeline. Based on the foregoing, the Firm estimates that the total timeline from execution of this engagement letter to I-140 approval for each beneficiary will be approximately ten (10) to twelve (12) months, subject to the variables and caveats noted above.

Special Note Regarding Tomás Aguilar-Reyes. The Firm draws the Company's attention to the fact that Mr. Aguilar-Reyes's current L-1A intracompany transferee status is valid only through July 30, 2024. Given the estimated ten (10) to twelve (12)-month timeline for the PERM and I-140 process, there is a risk that Mr. Aguilar-Reyes's L-1A status may expire before or during the pendency of his PERM or I-140 case. The Firm recommends that the Company and Mr. Aguilar-Reyes's team monitor the timeline closely and prepare contingency plans to ensure that Mr. Aguilar-Reyes maintains valid nonimmigrant status throughout the process. Contingency options may include, but are not limited to, the filing of a cap-exempt H-1B petition (based on concurrent or subsequent employment), an L-1A extension application if eligibility criteria are met, or other appropriate nonimmigrant status options. Any such contingency filing would be outside the scope of this engagement and would be addressed under a separate engagement letter if authorized by the Company.

14. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law provisions. Any disputes arising out of or relating to this engagement letter or the services provided hereunder shall be resolved through binding arbitration administered by JAMS in San Francisco, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the parties, and the decision of the arbitrator shall be final and binding upon both parties. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.

15. Acceptance and Execution

We are grateful for the opportunity to serve Lumos Analytics Inc. in connection with these important immigration matters and look forward to working with your team to bring these cases to a successful conclusion.

If the terms and conditions set forth in this engagement letter are acceptable to the Company, please indicate the Company's acceptance by signing and dating this letter in the space provided below and returning an executed copy to the undersigned. Executed copies may be returned by hand delivery, U.S. Mail, or email (PDF scan) to the following address:

Calderwood & Harkness LLP 555 California Street, 32nd Floor San Francisco, California 94104

Attention: Colette Whitman, Partner

Email: cwhitman@calderwoodharkness.com

Upon execution of this engagement letter, the Company should remit the initial retainer payment in the amount of Twenty-Five Thousand Dollars ($25,000) in accordance with the wire transfer instructions enclosed herewith. The Firm will deposit the retainer into its client trust account and will apply such funds against legal fees as earned.

This engagement letter, together with any amendments executed by both parties, constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the immigration services described herein.

We look forward to your prompt response and to commencing work on behalf of the Company and the named beneficiaries.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Colette Whitman

Title: Partner

Date: ________

ACCEPTED AND AGREED

LUMOS ANALYTICS INC.

By: ________

Name: Marcus Whitfield

Title: General Counsel

Date: ________

Enclosure: Wire transfer instructions for retainer payment

cc: Elaine Forsythe, Partner, Calderwood & Harkness LLP (Billing Partner) Derek Okonkwo, Associate, Calderwood & Harkness LLP (Lead Associate) Janelle Kwon, HR Manager, Lumos Analytics Inc. (Immigration Contact) Sonia Elliston, VP, People Operations, Lumos Analytics Inc.

For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Filing Fee	Per Petition	Number of Petitions	Total
USCIS Form I-140 filing fee	$700	4	$2,800
USCIS Form I-907 Premium Processing fee	$2,500	4	$10,000
DOL ETA Form 9089 (PERM) filing fee	$0	4	$0
Total Government Filing Fees	$12,800
Cost Component	Estimated Amount
Legal fees (flat fee)	$50,000
Government filing fees	$12,800
Recruitment advertising costs (estimated)	$12,800
Estimated Total	$75,600

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, 32nd Floor San Francisco, California 94104 Telephone: (415) 782-4300 | Facsimile: (415) 782-4399 www.calderwoodharkness.com
June 12, 2023
Via Email and U.S. Mail
Marcus Whitfield, Esq. General Counsel Lumos Analytics Inc. 2240 Embarcadero Way, Suite 600 Palo Alto, California 94303
Re: Engagement of Calderwood & Harkness LLP — PERM Labor Certification and EB-2 Immigrant Visa Petition Filings Matter Number: 1008-00004
Dear Mr. Whitfield:
We are pleased to provide this engagement letter setting forth the terms and conditions under which Calderwood & Harkness LLP ("C&H" or the "Firm") will represent Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the immigration matters described herein. This letter, once executed by both parties, will constitute the binding agreement between the Firm and the Company governing this engagement.
1. Purpose and Scope of Engagement
This letter confirms that Lumos Analytics Inc. has retained Calderwood & Harkness LLP to serve as the Company's outside immigration counsel for purposes of preparing and filing permanent labor certification applications and employment-based immigrant visa petitions on behalf of four foreign national employees of the Company identified below. The Firm values the trust the Company has placed in us in connection with these important filings, and we look forward to working closely with your team to advance these matters in a diligent and timely manner.
The scope of this engagement encompasses the following:
(i) the preparation and filing of PERM labor certification applications (ETA Form 9089) with the U.S. Department of Labor ("DOL"), Office of Foreign Labor Certification ("OFLC"), Atlanta National Processing Center, for each of the four beneficiaries identified in Section 2 below; and
(ii) the preparation and filing of EB-2 (Employment-Based Second Preference — Advanced Degree Professional) immigrant visa petitions (Form I-140, Immigrant Petition for Alien Workers) with U.S. Citizenship and Immigration Services ("USCIS") for each of the four beneficiaries identified in Section 2 below.
The petitioning employer for all filings under this engagement is Lumos Analytics Inc., a Delaware C-Corporation duly organized and existing under the laws of the State of Delaware and qualified to do business in the State of California. The Company's Employer Identification Number ("EIN") is 84-3291057. The worksite location for all four sponsored positions is the Company's principal office located at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303. Unless otherwise indicated by the Company in writing, all PERM applications and I-140 petitions will designate this address as the primary worksite for each sponsored beneficiary.
2. Identification of Beneficiaries
The Firm will prepare and file PERM labor certification applications and EB-2 immigrant visa petitions on behalf of the following four beneficiaries, each of whom is currently employed by the Company in the position indicated:
1. Rajan Mehta
•  Position: Vice President, Engineering — Core Platform
•  Citizenship: India
•  Current Immigration Status: H-1B nonimmigrant status, valid through September 14, 2025
•  EB-2 Classification Basis: Advanced Degree Professional — Master of Science in Computer Science, Indian Institute of Technology Bombay, conferred 2014
2. Lina Varga
•  Position: Senior Director, Data Science & Machine Learning
•  Citizenship: Hungary
•  Current Immigration Status: H-1B nonimmigrant status, valid through March 2, 2026
•  EB-2 Classification Basis: Advanced Degree Professional — Doctor of Philosophy (Ph.D.) in Statistics, ETH Glenrock Assurance (Swiss Federal Institute of Technology Glenrock Assurance), conferred 2016
3. Tomás Aguilar-Reyes
•  Position: Vice President, Product — Fintech Solutions
•  Citizenship: Mexico
•  Current Immigration Status: L-1A intracompany transferee status, valid through July 30, 2024
•  EB-2 Classification Basis: Advanced Degree Professional — Master of Business Administration (MBA), IPADE Business School (Instituto Panamericano de Alta Dirección de Empresa), conferred 2013, supplemented by five (5) years of progressive post-graduate experience in product management and fintech strategy
4. Yumiko Tanaka
•  Position: Director, Information Security & Compliance
•  Citizenship: Japan
•  Current Immigration Status: H-1B nonimmigrant status, valid through November 18, 2025
•  EB-2 Classification Basis: Advanced Degree Professional — Master of Science in Cybersecurity, Carnegie Mellon University, conferred 2017
Each of the above-named beneficiaries will be advised that the Firm represents the Company as the petitioning employer in this process, and that the Firm does not represent the beneficiaries individually. The Firm may communicate directly with the beneficiaries to the extent necessary to obtain documentation and information relevant to the PERM and I-140 filings, but such communications shall not create an attorney-client relationship between the Firm and any individual beneficiary.
3. Description of Legal Services
The Firm will provide the following legal services to the Company in connection with this engagement:
(a) Prevailing Wage Determination Requests. The Firm will prepare and submit prevailing wage determination ("PWD") requests to the DOL National Prevailing Wage Center ("NPWC") for each of the four positions described in Section 2 above. This work will include the identification of the appropriate Standard Occupational Classification ("SOC") codes for each position, the preparation of detailed position descriptions reflecting the actual minimum requirements and duties of each role, and the determination of the appropriate wage level in accordance with DOL guidance. The Firm will review each prevailing wage determination upon issuance by the NPWC and advise the Company as to whether the determined wage is consistent with the offered wage for each position, and whether any request for redetermination is warranted.
(b) Recruitment Campaign Design and Supervision. The Firm will design, coordinate, and supervise the mandatory PERM recruitment campaign for each of the four positions in accordance with the requirements of 20 C.F.R. § 656.17 applicable to professional occupations. The recruitment campaign will include the following mandatory and additional recruitment steps:
(i) Job Order with State Workforce Agency. The Firm will coordinate the placement of a job order with the California Employment Development Department ("EDD") through the CalJOBS system for a period of at least thirty (30) consecutive days, as required by regulation.
(ii) Newspaper Advertisements. The Firm will coordinate the placement of two (2) print advertisements on two different Sundays in a newspaper of general circulation in the area of intended employment. The newspaper advertisements will be placed in The Peninsula Gazette or such other newspaper of general circulation as may be appropriate for the Palo Alto, California metropolitan area.
(iii) Internal Posting. The Firm will prepare a notice of the job opportunity for internal posting at the Company's worksite at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303, for a period of at least ten (10) consecutive business days, in accordance with 20 C.F.R. § 656.10(d).
(iv) Additional Recruitment Steps. The Firm will select and coordinate the execution of three (3) additional recruitment steps from the regulatory menu set forth in 20 C.F.R. § 656.17(e)(1)(i), which may include, as appropriate for each position: advertisements in professional journals, advertisements on employer websites, advertisements on job search websites, on-campus recruiting, trade or professional organization placements, or such other permissible recruitment methods as the Firm deems appropriate in consultation with the Company. The Firm anticipates that, for the positions at issue, one or more of the additional recruitment steps will include an advertisement in FinTech Talent Weekly, a professional journal published by Creston Media Group, Inc.
The Firm will coordinate all recruitment advertising through the Company's designated recruitment advertising vendor, Broadgate Compliance Services LLC (Gerald Fitzmorris, Principal). The Company will be responsible for ensuring that Broadgate Compliance Services LLC is engaged and authorized to act on the Company's behalf in placing the required advertisements. The Firm will provide Broadgate Compliance Services LLC with advertisement text, publication specifications, and placement instructions as necessary.
(c) Recruitment Report Preparation. Upon conclusion of each recruitment campaign and the expiration of the mandatory thirty (30)-day "quiet period" following completion of recruitment, the Firm will prepare a comprehensive recruitment results report for each case. Each report will document the recruitment steps undertaken, the number of applications and resumes received, the disposition of each applicant, and the lawful, job-related reasons for non-selection of any applicants who were considered but not hired. These reports will be prepared in a manner suitable for inclusion in the PERM audit file maintained by the Company in accordance with DOL regulations.
(d) ETA Form 9089 Preparation and Filing. The Firm will draft, review, and electronically file ETA Form 9089, Application for Permanent Employment Certification, with the DOL Atlanta National Processing Center for each of the four beneficiaries. Prior to filing, the Firm will provide the Company with a draft of each ETA Form 9089 for review, and will obtain the Company's written authorization before submission to the DOL. The Firm will ensure that each application accurately reflects the actual minimum requirements of the position, the offered wage (which must meet or exceed the prevailing wage), and all other information required by the DOL.
(e) I-140 Petition Preparation and Filing. Upon certification of the PERM labor certification for each beneficiary, the Firm will prepare and file Form I-140, Immigrant Petition for Alien Workers, under the EB-2 (Advanced Degree Professional) classification with the USCIS Texas Service Center, located at 6046 N Belt Line Road, Irving, Texas 75038, for each of the four beneficiaries. Each I-140 petition will be filed with a concurrent Form I-907, Request for Premium Processing Service, to expedite adjudication within the fifteen (15)-calendar-day premium processing timeframe. The I-140 petitions will include, among other supporting materials, the approved PERM labor certification, educational credential evaluations where necessary, evidence of the beneficiary's qualifying advanced degree, and evidence of the Company's ability to pay the offered wage.
(f) Employer Support Documentation. The Firm will draft employer support letters for each beneficiary, to be signed by an authorized representative of the Company, attesting to the beneficiary's employment, position, duties, and qualifications. The Firm will also compile and organize ability-to-pay evidence, which may include the Company's audited financial statements, annual reports, federal income tax returns (IRS Form 1120), and/or evidence that the offered wage has been paid to each beneficiary, as applicable.
(g) Response to Government Inquiries. Should the DOL or USCIS issue any Requests for Evidence ("RFEs"), audit notifications, or other inquiries in connection with any PERM or I-140 application filed under this engagement, the Firm will prepare and file timely responses on behalf of the Company. This includes, without limitation, responses to DOL audit letters requesting production of recruitment documentation, responses to USCIS RFEs requesting additional evidence in support of the I-140 petitions, and any related correspondence with the adjudicating government agencies. The cost of responding to RFEs and audit requests is included within the flat fee described in Section 6 of this letter.
(h) Client Communications. The Firm will provide regular status updates and advisory communications to the Company's designated client contacts identified in Section 5 below. The Firm will promptly inform the Company of any significant developments in each case, including receipt of prevailing wage determinations, completion of recruitment steps, filing confirmations, receipt of government notices or RFEs, and final adjudication decisions.
Exclusions from Scope. The Company acknowledges that the scope of this engagement is specifically limited to the PERM labor certification and I-140 immigrant visa petition filings described above. This engagement does not include, and the Firm is not being retained to perform, any of the following:
(i) Adjustment of status applications (Form I-485) or consular immigrant visa processing for any beneficiary or any family members;
(ii) H-1B extensions, amendments, or transfer petitions for any beneficiary;
(iii) Any immigration benefit applications or petitions beyond the PERM and I-140 filings described in this letter;
(iv) Employment-based immigration petitions or applications for any individuals other than the four beneficiaries named in Section 2 above; or
(v) Representation in immigration enforcement, removal, or deportation proceedings.
Should the Company or any beneficiary require any of the foregoing services, such services may be engaged under a separate engagement letter, which the Firm would be pleased to discuss at the appropriate time.
4. Staffing
The following attorneys will be principally responsible for the work performed under this engagement:
Responsible Partner — Colette Whitman. Ms. Whitman is a partner in the Firm's Bankruptcy & Restructuring practice group and will serve as the overall supervising partner for this engagement. Ms. Whitman will maintain overall responsibility for the quality and timeliness of all work product, exercise supervisory oversight over all filings, and serve as the primary point of contact for the Company's General Counsel on strategic and relationship matters.
Billing Partner — Elaine Forsythe. Ms. Forsythe is a partner in the Firm's Antitrust & Competition practice group and serves as the designated billing partner for all matters involving Lumos Analytics Inc. across the Firm's platform. Ms. Forsythe will be responsible for billing administration, invoice review, and coordination of billing matters with the Company's accounts payable team.
Lead Associate — Derek Okonkwo. Mr. Okonkwo is an associate in the Firm's Mergers & Acquisitions practice group and will serve as the primary drafter and filer for all PERM labor certification applications and I-140 immigrant visa petitions under this engagement. Mr. Okonkwo will be responsible for day-to-day case management, beneficiary communications, document compilation, and preparation of all government filings and supporting materials.
Working Associate — Tiffany Rosenthal. Ms. Rosenthal is an associate in the Firm's Mergers & Acquisitions practice group and will assist Mr. Okonkwo in all aspects of the engagement, with particular responsibility for supervision of the PERM recruitment campaigns, prevailing wage research, SOC code analysis, and regulatory compliance tracking.
The Firm may, from time to time, utilize other attorneys, paralegals, and support staff to assist in the performance of services under this engagement as the Firm deems appropriate. The Firm will endeavor to maintain continuity of staffing throughout the duration of this engagement and will notify the Company of any material changes in the assignment of the principal attorneys listed above.
5. Client Contacts
The Company designates the following individuals as the primary client contacts for purposes of this engagement:
Marcus Whitfield, General Counsel — Mr. Whitfield is authorized to provide legal oversight of the engagement, approve strategic decisions, and authorize the execution of filings on behalf of the Company.
Janelle Kwon, HR Manager — Ms. Kwon will serve as the day-to-day immigration liaison between the Company and the Firm. She will coordinate document collection from the beneficiaries, facilitate internal communications, and serve as the primary point of contact for routine case status inquiries.
Sonia Elliston, VP, People Operations — Ms. Elliston will coordinate the Company's participation in the PERM recruitment campaigns, including oversight of internal job postings at the worksite, collection and forwarding of resumes received in response to recruitment efforts, and coordination with the Company's hiring managers regarding applicant evaluations.
The Firm will direct substantive communications regarding case strategy, legal advice, and material developments to Mr. Whitfield, and will direct operational and procedural communications to Ms. Kwon and Ms. Elliston, as appropriate. The Company may modify its designated client contacts at any time by providing written notice to the Firm.
6. Fees and Billing
6.1 Legal Fees — Flat Fee Arrangement
The Company and the Firm have agreed to a flat fee arrangement for the legal services described in Section 3 of this engagement letter. The flat fee for the combined preparation and filing of PERM labor certification applications and I-140 immigrant visa petitions shall be Twelve Thousand Five Hundred Dollars ($12,500) per beneficiary.
With four (4) beneficiaries sponsored under this engagement, the total legal fees shall be:
4 beneficiaries × $12,500 per beneficiary = $50,000 total legal fees
The flat fee covers all attorney time, associate and partner time, paralegal time, and internal administrative costs for the services described in Section 3, including the preparation of and response to any Requests for Evidence or DOL audit requests issued during the engagement period. The flat fee does not cover government filing fees, recruitment advertising costs, or other third-party disbursements, which will be invoiced separately as described below.
6.2 Government Filing Fees (Passed Through at Cost)
Government filing fees will be invoiced to the Company at cost, without markup, at the time they are incurred. Based on the current fee schedules published by USCIS and DOL, the anticipated government filing fees for this engagement are as follows:
The Company acknowledges that USCIS and DOL filing fees are subject to change, and that the Firm will notify the Company of any fee increases that may affect the total cost of this engagement prior to incurring the increased fees.
6.3 Recruitment Advertising Costs (Passed Through at Actual Cost)
Recruitment advertising costs required to satisfy the mandatory PERM recruitment requirements under 20 C.F.R. § 656.17 will be invoiced to the Company at the actual cost incurred, without markup. The estimated recruitment advertising costs for this engagement are as follows:
•  Estimated cost per case: approximately $3,200
•  Estimated total for four (4) cases: approximately $12,800
These estimates are subject to actual invoices from the Company's advertising vendors and may vary depending on the specific recruitment steps selected, newspaper advertising rates, and professional journal publication fees. Anticipated advertising expenditures include, but are not limited to:
•  Two (2) Sunday print advertisements per case in The Peninsula Gazette (a newspaper of general circulation serving the Palo Alto/San Francisco Peninsula area);
•  Online professional journal advertisements in FinTech Talent Weekly, published by Creston Media Group, Inc.; and
•  Any nominal fees associated with campus placement, trade organization postings, or other additional recruitment steps selected from the regulatory menu.
Broadgate Compliance Services LLC will coordinate advertisement placement on behalf of the Company. Vendor invoices issued by Broadgate Compliance Services LLC or directly by advertising publishers will be passed through to the Company at cost, accompanied by copies of the underlying vendor invoices.
6.4 Estimated Total Engagement Cost
Based on the foregoing, the total estimated cost for this engagement is as follows:
The actual total engagement cost may vary from the estimate above based on actual recruitment advertising costs incurred. The Firm will notify the Company if actual costs are expected to materially exceed the estimates provided herein.
6.5 Payment Terms
Payment of fees and costs under this engagement shall be made in accordance with the following schedule:
First Installment (Retainer). Fifty percent (50%) of the total flat legal fees, in the amount of Twenty-Five Thousand Dollars ($25,000), shall be due and payable upon execution of this engagement letter. The retainer shall be deposited into the Firm's client trust account and applied against legal fees earned as work progresses.
Second Installment. The remaining fifty percent (50%) of the total flat legal fees, in the amount of Twenty-Five Thousand Dollars ($25,000), shall be due and payable upon filing of the I-140 immigrant visa petitions with USCIS.
Government Filing Fees. Government filing fees shall be invoiced to the Company at cost at the time of incurrence, which is anticipated to coincide with the filing of the I-140 petitions and associated Form I-907 premium processing requests.
Recruitment Advertising Costs. Recruitment advertising costs shall be invoiced to the Company at actual cost as incurred during the recruitment campaign phase of the PERM process. Individual invoices may be submitted as vendor charges are received.
All invoices shall be payable within thirty (30) days of the date of invoice. The Firm reserves the right to suspend work on pending matters in the event of non-payment of invoices that are more than sixty (60) days past due, upon reasonable written notice to the Company. The Company shall not be responsible for any fees or costs incurred by the Firm that are not authorized under this engagement letter.
7. Client Obligations
The success of the PERM labor certification and I-140 immigrant visa petition process depends in significant part on the active participation and cooperation of the Company. The Company acknowledges and agrees to the following obligations in connection with this engagement:
(a) Truthful and Accurate Information. The Company shall provide truthful and accurate information regarding each sponsored position's actual minimum requirements, including educational degree requirements, fields of study, years of experience, specific skills, and any special requirements. The Company shall also provide truthful and accurate information regarding the job duties associated with each position and the offered wage for each position. The Company understands that the PERM labor certification process requires that the minimum requirements stated on the ETA Form 9089 reflect the Company's actual minimum requirements for the position, and not requirements tailored to the qualifications of the beneficiary.
(b) Cooperation in Recruitment. The Company shall cooperate fully in the supervised PERM recruitment process, including: (i) timely posting of the internal notice of the job opportunity at the worksite at 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303, for a minimum of ten (10) consecutive business days in accordance with 20 C.F.R. § 656.10(d); (ii) collecting and forwarding to the Firm all resumes and applications received in response to the recruitment campaign; and (iii) conducting a good-faith evaluation of all applicants against the stated minimum requirements of the position, and providing the Firm with a written summary of the reasons for non-selection of each applicant who was considered but not hired. The Company understands that any U.S. worker who meets the minimum requirements for the position must be considered in good faith, and that a failure to do so may jeopardize the PERM application.
(c) Ability-to-Pay Documentation. The Company shall provide corporate financial documentation sufficient to demonstrate the Company's ability to pay the offered wage to each beneficiary as of the priority date and continuing through the date of adjudication of the I-140 petition. Such documentation may include the Company's annual reports, federal income tax returns (IRS Form 1120), audited financial statements, or such other evidence as USCIS may require. The Company shall make this documentation available to the Firm in a timely manner upon request.
(d) Position Integrity During PERM Process. The Company shall refrain from offering or filling any PERM-sponsored position to any person other than the designated beneficiary during the pendency of the PERM process, unless a qualified U.S. worker is identified and hired through the PERM recruitment process. The Company understands that offering the position to an alternative candidate while the PERM application is pending may constitute a violation of DOL regulations and may result in denial of the application.
(e) Maintenance of PERM Audit Files. The Company shall maintain complete PERM audit files, including all recruitment documentation (copies of advertisements, proof of publication, internal posting notices, resumes received, applicant evaluation records, and recruitment results reports), for a period of five (5) years from the date of filing the ETA Form 9089 or the date of conclusion of the recruitment effort, whichever is later, in accordance with 20 C.F.R. § 656.10(f). The Firm will provide the Company with copies of all documentation necessary for the audit file, but the Company bears ultimate responsibility for maintaining these records.
(f) Notification of Material Changes. The Company shall promptly notify the Firm of any material changes in corporate structure (including mergers, acquisitions, reorganizations, or changes in ownership), worksite location, job duties, job title, offered salary, or other material terms of employment that may affect pending PERM or I-140 applications. The Company understands that certain changes may require amendment, re-filing, or withdrawal of pending applications, and that failure to notify the Firm of material changes may adversely affect the outcome of the filings.
8. Company Background
For the Firm's internal file and for purposes of providing context relevant to the preparation of filings under this engagement, the Company provides the following background information:
Company Name: Lumos Analytics Inc.
Business Description: Lumos Analytics Inc. is an enterprise SaaS and fintech company that develops and provides an AI-driven credit risk analytics and automated underwriting platform to financial institutions, consumer lenders, and fintech companies. The Company's platform leverages proprietary machine learning algorithms to deliver real-time credit risk assessments, portfolio monitoring, and regulatory compliance analytics.
Year Founded: 2019
Annual Revenue (Fiscal Year 2023): $87.4 million
Total Employees: 312 (as of June 2023)
Incorporation: Incorporated in the State of Delaware as a C-Corporation
Principal Offices and Headquarters: 2240 Embarcadero Way, Suite 600, Palo Alto, California 94303
Delaware Registered Agent: Keystone Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904
PE Sponsor: Ridgeline Equity Partners, LP, which served as lead investor in the Company's Series B financing round and holds an approximately 38.2% equity stake in the Company
Chief Executive Officer: Priya Chandrasekaran
The Company's financial profile, including its annual revenue and employee headcount, will be relevant to the Firm's preparation of ability-to-pay evidence in support of the I-140 petitions.
9. Conflicts of Interest
The Firm has conducted a conflicts of interest check in accordance with the California Rules of Professional Conduct and, based on the information currently available to the Firm, has identified no existing conflicts of interest that would preclude the Firm from undertaking this engagement on behalf of the Company.
The Company understands and acknowledges that the Firm's representation of Lumos Analytics Inc. is limited to the immigration matters described in this engagement letter. The Firm is a multi-practice law firm that represents a wide range of clients across diverse industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may be adverse to those of Lumos Analytics Inc. in matters unrelated to this engagement. By executing this engagement letter, the Company consents to the Firm's representation of other clients in matters unrelated to this engagement, provided that the Firm maintains appropriate ethical screens and safeguards to protect the confidentiality of the Company's information in accordance with the Firm's professional obligations.
In the event that a conflict of interest arises during the course of this engagement that the Firm believes may affect its ability to continue representing the Company, the Firm will promptly notify the Company and discuss available options, including obtaining informed written consent or, if necessary, withdrawing from the engagement in accordance with applicable professional conduct rules.
10. Confidentiality
All information provided by the Company and by the individual beneficiaries in connection with this engagement will be treated as confidential by the Firm, subject to the Firm's professional obligations under the California Rules of Professional Conduct and applicable law. The Firm acknowledges that the information provided in connection with this engagement may include sensitive corporate information, financial data, trade secrets, proprietary business information, and personal information of the beneficiaries.
The Firm will not disclose confidential information to third parties except: (i) as authorized by the Company in writing; (ii) as required by law, court order, or regulatory requirement; (iii) as required by the applicable rules of professional conduct governing the Firm's practice; or (iv) as necessary to accomplish the purposes of this engagement, including submissions to the DOL, USCIS, the California Employment Development Department, the National Prevailing Wage Center, and other government agencies as required in connection with the PERM and I-140 filings. The Company acknowledges that government filings necessarily require the disclosure of certain corporate and personal information to the adjudicating agencies.
Beneficiary personal information, including but not limited to immigration status, passport and travel document information, educational credentials, employment history, salary information, and other personally identifiable information, will be handled by the Firm in accordance with applicable privacy regulations, including the California Consumer Privacy Act ("CCPA") to the extent applicable, and will be used solely for the purposes of this engagement. The Firm will implement reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access, use, or disclosure.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party. The Firm encourages the Company to communicate any concerns regarding the representation promptly so that they may be addressed before termination becomes necessary.
In the event of termination by the Company, the Firm will be entitled to payment for: (i) all legal fees earned as of the date of termination, calculated on a pro-rata basis of the flat fee based on the proportion of work completed for each beneficiary's case as of the termination date; (ii) all government filing fees incurred by the Firm on behalf of the Company prior to the date of termination; and (iii) all recruitment advertising costs incurred prior to the date of termination. The Firm will provide the Company with a final accounting of all fees and costs within thirty (30) days of the effective date of termination.
In the event of termination by either party, the Firm will take reasonable steps to protect the Company's and the beneficiaries' interests, including providing reasonable advance notice before withdrawing from any pending government filings, to the extent consistent with the Firm's professional obligations. The Firm will cooperate with successor counsel to ensure an orderly transition of the matters and will not unreasonably delay or impede the transfer of case files.
Upon termination of this engagement, or upon request by the Company at any time, the Firm will transfer all client files, documents, work product, and copies of government filings to the Company or to successor counsel designated by the Company. The Company acknowledges that the Firm may retain copies of such files for its own records in accordance with the Firm's document retention policies and applicable professional conduct rules.
12. No Guarantee of Outcome
The Company acknowledges and understands that the Firm cannot and does not guarantee the outcome of any PERM labor certification application or I-140 immigrant visa petition filed under this engagement. Immigration adjudications are conducted by the U.S. Department of Labor and U.S. Citizenship and Immigration Services, and the ultimate disposition of each application or petition is subject to the discretion of the adjudicating government agency. Case processing times, government policies, regulatory changes, staffing levels at government agencies, and individual adjudicator decisions are beyond the Firm's control and may affect the timeline and outcome of the filings.
The Firm will exercise its best professional judgment and diligent effort in the preparation and filing of all applications and petitions under this engagement. The Firm will take all reasonable steps to present each case in the strongest possible light and to respond promptly and thoroughly to any government inquiries. However, the Company's agreement to retain the Firm and to pay the fees described in this engagement letter is not contingent upon the approval of any particular filing, and the fees described herein are earned for the Firm's services regardless of the outcome of any government adjudication.
13. Estimated Timeline
Based on current government processing times and the Firm's experience with similar filings, the following is an overview of the anticipated timeline for each beneficiary's case from the commencement of the engagement to the expected I-140 approval:
Prevailing Wage Determination Requests. The Firm anticipates filing prevailing wage determination requests with the National Prevailing Wage Center within approximately two (2) weeks of the execution of this engagement letter. Based on current NPWC processing times, the Firm anticipates receiving prevailing wage determinations approximately eight (8) to twelve (12) weeks after filing.
Recruitment Campaigns. Upon receipt of prevailing wage determinations for each position, the Firm will commence the mandatory PERM recruitment campaign. Each recruitment campaign is expected to last approximately six (6) to eight (8) weeks, including the placement of all required advertisements, the collection and evaluation of applications, and the mandatory thirty (30)-day "quiet period" following completion of recruitment during which the Company must evaluate whether any U.S. workers applied and were qualified.
PERM Applications (ETA Form 9089). Following completion of the recruitment campaign and quiet period, and preparation of the recruitment results report, the Firm will file the ETA Form 9089 PERM labor certification application with the DOL Atlanta National Processing Center for each beneficiary.
PERM Certification. Based on current DOL processing times, the Firm anticipates that PERM labor certifications will be issued approximately six (6) to eight (8) weeks after filing of the ETA Form 9089, assuming no audit is triggered. In the event that one or more applications are selected for audit, additional processing time of several months may be required.
I-140 Petitions. Upon receipt of the approved PERM labor certification for each beneficiary, the Firm will file the I-140 immigrant visa petition with the USCIS Texas Service Center, accompanied by a Form I-907 request for premium processing. Under premium processing, USCIS is required to issue a decision or request for additional evidence within fifteen (15) calendar days of receipt of the petition.
Estimated Total Timeline. Based on the foregoing, the Firm estimates that the total timeline from execution of this engagement letter to I-140 approval for each beneficiary will be approximately ten (10) to twelve (12) months, subject to the variables and caveats noted above.
Special Note Regarding Tomás Aguilar-Reyes. The Firm draws the Company's attention to the fact that Mr. Aguilar-Reyes's current L-1A intracompany transferee status is valid only through July 30, 2024. Given the estimated ten (10) to twelve (12)-month timeline for the PERM and I-140 process, there is a risk that Mr. Aguilar-Reyes's L-1A status may expire before or during the pendency of his PERM or I-140 case. The Firm recommends that the Company and Mr. Aguilar-Reyes's team monitor the timeline closely and prepare contingency plans to ensure that Mr. Aguilar-Reyes maintains valid nonimmigrant status throughout the process. Contingency options may include, but are not limited to, the filing of a cap-exempt H-1B petition (based on concurrent or subsequent employment), an L-1A extension application if eligibility criteria are met, or other appropriate nonimmigrant status options. Any such contingency filing would be outside the scope of this engagement and would be addressed under a separate engagement letter if authorized by the Company.
14. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law provisions. Any disputes arising out of or relating to this engagement letter or the services provided hereunder shall be resolved through binding arbitration administered by JAMS in San Francisco, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the parties, and the decision of the arbitrator shall be final and binding upon both parties. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.
15. Acceptance and Execution
We are grateful for the opportunity to serve Lumos Analytics Inc. in connection with these important immigration matters and look forward to working with your team to bring these cases to a successful conclusion.
If the terms and conditions set forth in this engagement letter are acceptable to the Company, please indicate the Company's acceptance by signing and dating this letter in the space provided below and returning an executed copy to the undersigned. Executed copies may be returned by hand delivery, U.S. Mail, or email (PDF scan) to the following address:
Calderwood & Harkness LLP 555 California Street, 32nd Floor San Francisco, California 94104
Attention: Colette Whitman, Partner
Email: cwhitman@calderwoodharkness.com
Upon execution of this engagement letter, the Company should remit the initial retainer payment in the amount of Twenty-Five Thousand Dollars ($25,000) in accordance with the wire transfer instructions enclosed herewith. The Firm will deposit the retainer into its client trust account and will apply such funds against legal fees as earned.
This engagement letter, together with any amendments executed by both parties, constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the immigration services described herein.
We look forward to your prompt response and to commencing work on behalf of the Company and the named beneficiaries.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner
Date: ________
ACCEPTED AND AGREED
LUMOS ANALYTICS INC.
By: ________
Name: Marcus Whitfield
Title: General Counsel
Date: ________
Enclosure: Wire transfer instructions for retainer payment
cc: Elaine Forsythe, Partner, Calderwood & Harkness LLP (Billing Partner) Derek Okonkwo, Associate, Calderwood & Harkness LLP (Lead Associate) Janelle Kwon, HR Manager, Lumos Analytics Inc. (Immigration Contact) Sonia Elliston, VP, People Operations, Lumos Analytics Inc.
For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Filing Fee | Per Petition | Number of Petitions | Total
USCIS Form I-140 filing fee | $700 | 4 | $2,800
USCIS Form I-907 Premium Processing fee | $2,500 | 4 | $10,000
DOL ETA Form 9089 (PERM) filing fee | $0 | 4 | $0
Total Government Filing Fees | $12,800
Cost Component | Estimated Amount
Legal fees (flat fee) | $50,000
Government filing fees | $12,800
Recruitment advertising costs (estimated) | $12,800
Estimated Total | $75,600

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

LUMOS ANALYTICS INC.

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