Contract analysis

I. PURPOSE AND BACKGROUND Calderwood & Harkness LLP ("C&H") was retained by Lumos Analytics Inc. ("Lumos" or the "Company") on December 15, 2022, to investigate and pursue potential claims arising from the suspected misappropriation of Lumos trade secrets by three former employees: Rajiv Anand (former Principal Engineer — ML Infrastructure), Serena Mallick (former Senior Software Engineer — Data Pipelines), and Derek

1. Misappropriation of Trade Secrets under the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11;

2. Breach of Contract, specifically the Proprietary Information and Inventions Assignment Agreement (the "PIIAA") executed by each of the individual defendants at the commencement of their respective employment with Lumos;

3. Breach of Duty of Loyalty, arising from the individual defendants' surreptitious misappropriation of Company proprietary information while still employed by Lumos and their formation of a competing enterprise prior to and contemporaneous with their departures;

4. Unfair Business Practices under California Business and Professions Code Section 17200 et seq.; and

5. Conversion of Lumos's proprietary information and trade secret materials. In addition to the complaint, C&H anticipates filing, contemporaneously with the complaint, an ex parte application for a Temporary Restraining Order ("TRO") and an Order to Show Cause re: Preliminary Injunction. The TRO application will seek, among other things, an order requiring the individual defendants and NovaSpark to immediately cease

II. LEGAL OBLIGATION TO PRESERVE EVIDENCE Under well-established California law and federal common law principles that California courts have adopted, a party has a legal duty to preserve all documents and electronically stored information that may be relevant to the claims or defenses in a pending or reasonably anticipated litigation. This duty attaches at the point in time when litigation becomes reasonably foresee

III. SCOPE OF LITIGATION HOLD — CUSTODIANS The litigation hold applies to all documents and ESI in the possession, custody, or control of the following categories of individuals. For purposes of clarity, we distinguish between key internal custodians who are currently employed by Lumos and the records associated with the three departed employees against whom claims will be asserted. A. Key Internal Custodians The fol

1. Priya Chandrasekaran — Chief Executive Officer. Ms. Chandrasekaran oversaw strategic decisions regarding the LumosEdge platform, was involved in senior-level discussions regarding the departures of Anand, Mallick, and Yun, and may have had direct communications with one or more of the departing employees regarding their roles, compensation, or the competitive landscape. She is also the primary point of contact for

2. Thomas Brightwell — General Counsel. Mr. Brightwell managed the Proprietary Information and Inventions Assignment Agreements (PIIAAs) executed by each of the departing employees, oversaw the departure and offboarding processes, and has been responsible for coordinating the internal investigation since December 12, 2022. Mr. Brightwell's files are central to establishing the contractual obligations of the departing

3. Rachel Fong — Vice President of Engineering. Ms. Fong directly supervised Rajiv Anand, Serena Mallick, and Derek Yun during their respective tenures at Lumos. She has direct knowledge of the technology and systems to which each of the three employees had access, the nature and scope of their work on LumosEdge, DataStream, and the LumosEdge 3.0 product roadmap, and the proprietary and confidential nature of the mat

4. IT Security Team Lead(s) — This includes, without limitation, all personnel responsible for the December 12, 2022 identification of the anomalous data-exfiltration activity and the subsequent internal investigation. Specifically, any member of the IT security team who participated in monitoring, identifying, analyzing, or documenting the exfiltration events described in Section IV.B of this memorandum must preserv

5. Human Resources Personnel — All HR personnel who were involved in the onboarding of Rajiv Anand, Serena Mallick, and Derek Yun (including the execution and administration of their respective PIIAAs, offer letters, and employment agreements) and/or the offboarding of those individuals (including exit interviews, equipment return processes, and any post-separation communications). This includes, at a minimum, the HR

6. Additional Engineers and Managers — Any engineers, technical leads, product managers, or other managers who worked directly with Rajiv Anand, Serena Mallick, or Derek Yun on the LumosEdge platform, the DataStream ETL pipeline, or the LumosEdge 3.0 product roadmap. We request that Rachel Fong and Thomas Brightwell confer and provide C&H with a comprehensive list of these individuals within five (5) business days of

1. Rajiv Anand — Employed by Lumos from approximately March 2019 through September 30, 2022. Mr. Anand held the position of Principal Engineer — ML Infrastructure and had extensive access to Lumos's most sensitive proprietary technology, including the LumosEdge ensemble model architecture, the DataStream ETL pipeline, and the confidential product roadmap.

2. Serena Mallick — Employed by Lumos from approximately June 2020 through October 14, 2022. Ms. Mallick held the position of Senior Software Engineer — Data Pipelines and was primarily responsible for developing and maintaining components of the DataStream ETL pipeline codebase.

3. Derek Yun — Employed by Lumos from approximately January 2021 through October 21, 2022. Mr. Yun held the position of Machine Learning Engineer II and worked on feature engineering and model training within the LumosEdge platform. With respect to these three individuals, the preservation obligation extends to, without limitation: any archived email accounts (corporate email accounts that may have been suspended or

IV. SCOPE OF LITIGATION HOLD — CATEGORIES OF DOCUMENTS AND ESI The following categories of documents and ESI are within the scope of the litigation hold and must be preserved. This list is intended to be illustrative and not exhaustive. If any Lumos personnel become aware of additional categories of potentially relevant documents or ESI not described below, they should promptly notify C&H. A. Employment and Contractu

1. Proprietary Information and Inventions Assignment Agreements ("PIIAAs"). The fully executed PIIAAs for Rajiv Anand, Serena Mallick, and Derek Yun, together with any exhibits, schedules, or attachments thereto. As background, each PIIAA contains the following restrictive covenant provisions that are directly at issue in this matter: (a) An assignment of all inventions clause, pursuant to which each employee assigne

2. Offer Letters, Employment Agreements, and Amendments. All offer letters, employment agreements, and any amendments, addenda, side letters, or supplemental agreements for Rajiv Anand, Serena Mallick, and Derek Yun, including any equity grant agreements, bonus or incentive compensation agreements, or promotion letters.

3. Onboarding and Offboarding Records. All records related to the onboarding and offboarding of the three departing employees, including but not limited to: new-hire paperwork and checklists, signed acknowledgments of Company policies (including information security policies, acceptable use policies, and code of conduct), exit interview notes or summaries, equipment return forms, IT asset inventories, and any acknowl

4. Departure Correspondence. Any correspondence — whether by email, letter, or otherwise — between Lumos personnel (including HR, management, legal, or any other department) and any of the three departing employees regarding their resignations, notice periods, transition plans, post-employment obligations, or any other matter related to their departures. This includes any communications occurring after their respecti

1. Network and System Access Logs. All IT security logs, network access logs, VPN logs, authentication records (including single sign-on, multi-factor authentication, and any other access control records), and session logs for Rajiv Anand, Serena Mallick, and Derek Yun for the full duration of their respective employment with Lumos. Particular emphasis should be placed on the period from August 1, 2022 through the re

2. December 12, 2022 Investigation Records. All records generated by or in connection with the internal investigation conducted by Lumos's IT security team following the December 12, 2022 identification of anomalous data-exfiltration activity. This includes investigation reports, forensic analysis results, email chains among IT security team members, presentations to management, and any supporting documentation.

3. Specific Exfiltration Evidence. The following specific items of exfiltration evidence must be preserved with the highest priority, as they will form the evidentiary foundation for both the complaint and the TRO application: (a) Rajiv Anand — Hollowell Health IT Transfer (September 26, 2022). All records — including DLP alerts, file transfer logs, cloud upload logs, and endpoint monitoring records — showing Rajiv A

4. General File Access and Transfer Logs. All file access logs, download logs, data transfer logs, and print logs from all relevant Lumos systems, source code repositories (including Tidewater Solutions, Aldermere Software, Strathmore Solutions, or any other version control platform used by Lumos), cloud environments (including Meridian Technologies, Azure, GCP, or other cloud infrastructure), and internal file stora

5. DLP and Anomaly Detection Records. All Data Loss Prevention ("DLP") alerts, endpoint monitoring logs, anomaly detection reports, and any other security alerts or reports generated in connection with the foregoing activities or in connection with any activity by Anand, Mallick, or Yun during the relevant period. C. Proprietary Technology and Trade Secret Materials The heart of this litigation will involve demonstra

1. LumosEdge Ensemble ML Model Architecture. This category encompasses the proprietary neural-network topology, ensemble model architecture, hyperparameter configurations, model training and validation protocols, and associated technical documentation for the LumosEdge platform. These materials represent the core intellectual property of Lumos's analytics offering and embody years of research, development, and iterat

2. Proprietary Feature-Engineering Libraries. This category encompasses the library of 2,847 individual engineered features developed by Lumos for financial signal generation. These features were developed through extensive proprietary research and constitute a significant competitive advantage, as they are not publicly available and cannot be readily reverse-engineered from Lumos's published outputs.

3. DataStream ETL Pipeline Codebase and Data-Schema Definitions. This category encompasses the complete codebase for the DataStream Extract, Transform, Load pipeline, including all data-schema definitions, data-ingestion configurations, and integration specifications covering ingestion from 43 alternative-data vendors. The DataStream pipeline is a proprietary system that enables Lumos to process and normalize vast qu

4. Curated and Labeled Training Dataset. This category encompasses the approximately 14.6 terabytes of historical financial and alternative data that Lumos has curated, cleaned, labeled, and organized for use in training and validating its machine learning models. The dataset represents a substantial investment of time, resources, and proprietary methodology.

5. Confidential Product Roadmap Documents (2023–2025). This category encompasses all unreleased product roadmap documents, strategic planning materials, and specification documents for the period 2023 through 2025, including, in particular, the 37-page "LumosEdge 3.0 Product Roadmap" document that Rajiv Anand forwarded to his personal email address on September 28, 2022. These documents contain forward-looking busine

1. Corporate Email Accounts of Key Custodians. All email accounts (corporate) of the key custodians identified in Section III.A of this memorandum, including all sent, received, draft, deleted, and archived emails. If any custodian used a personal email account for Company business (or if any such account was monitored by the Company), those communications are also within scope.

2. Communications with Departing Employees. All email communications between any Lumos personnel and Rajiv Anand, Serena Mallick, or Derek Yun, without date restriction, but with particular emphasis on communications occurring in the period from August 1, 2022 through the present. This includes any communications occurring after the respective departure dates of the three individuals, whether initiated by Lumos or by

3. Internal Communications Referencing Key Topics. All internal Lumos communications — including emails, Meridian Solutions messages, Northgate Data Systems messages, or communications on any other messaging platform — that reference or relate to any of the following topics: Rajiv Anand, Serena Mallick, Derek Yun, NovaSpark or NovaSpark Technologies, the departures of the three employees, the data-exfiltration invest

4. Communications with Investors. Any communications between Lumos personnel and Lumos's investors regarding the departures, the data-exfiltration events, NovaSpark, or the anticipated litigation. This includes, without limitation, communications with: (a) Ridgeline Ventures (General Partner: Helen Trask); and (b) Northstar Growth Equity (Managing Director: Jonathan Holt). Any such communications should be preserved

1. Board Materials and Investor Communications. All board meeting minutes, board presentations, board resolutions, and investor communications that reference or relate to the departures of Anand, Mallick, or Yun, the formation or activities of NovaSpark, or the trade-secret misappropriation threat. This includes materials prepared for or distributed at any board meeting or board committee meeting at which these topic

2. Financial and R&D Records. Financial records documenting Lumos's investment in the proprietary technology at issue, including research and development expenditures, engineering headcount and compensation data for the teams responsible for developing the trade secret materials, costs associated with acquiring and curating the training dataset, and any financial analyses quantifying the value of the proprietary tech

3. Information Security and Trade Secret Protection Measures. Records documenting Lumos's measures to protect the secrecy of its proprietary information. Under the California Uniform Trade Secrets Act, a plaintiff must demonstrate that it took reasonable steps to maintain the secrecy of the information it claims as trade secrets. Accordingly, the following must be preserved: (a) Access control policies, including rol

1. Correspondence with NovaSpark or Its Counsel. Any correspondence, communications, or interactions between Lumos (or any Lumos personnel) and NovaSpark Technologies Inc. or any attorney, agent, or representative of NovaSpark. As of the date of this memorandum, C&H is not aware that Lumos has had any direct communications with NovaSpark, but any such communications — past, present, or future — should be preserved an

2. Correspondence with NovaSpark's Investors or Other Third Parties. Any correspondence or communications with Blackpine Capital Partners LP (NovaSpark's reported seed investor; Managing Partner: Franklin Osei) or any other third party regarding NovaSpark's activities, NovaSpark's use or possession of Lumos technology, or the departures of Anand, Mallick, or Yun. This includes any inquiries or due diligence contacts

V. PRESERVATION INSTRUCTIONS AND PROCEDURES To ensure full compliance with Lumos's preservation obligations, the following actions and procedures must be implemented immediately. A. Immediate Actions Required

1. Issue Custodian Notices. Thomas Brightwell, as General Counsel, should instruct all identified custodians of the litigation hold in writing, using the attached custodian notice template (Attachment A hereto). Each custodian notice should be sent via email with read-receipt confirmation and should be accompanied by a printed copy delivered to the custodian in person where practicable. The custodian notice should cl

2. Suspend Auto-Delete and Retention Schedule Operations. All auto-delete functions, retention schedule purges, and routine destruction protocols must be suspended immediately for any systems, repositories, email platforms, messaging platforms, backup systems, or accounts within the scope of this hold. This includes, without limitation: (a) Any automatic deletion of emails after a specified retention period; (b) Any

3. Preserve Backup Media and Archived Data. Ensure that all backup tapes, server snapshots, disk images, and archived data covering the relevant period — at a minimum, August 1, 2022 through the present — are identified, segregated, and preserved. These media must not be overwritten, recycled, or degaussed. If Lumos utilizes a third-party backup or archiving service, the relevant service provider must be notified of

4. Preserve Departed Employee Accounts. The corporate email accounts and user accounts of Rajiv Anand, Serena Mallick, and Derek Yun on all Lumos systems must be disabled or suspended (but under no circumstances deleted or purged), if this has not already been done. This includes accounts on email systems, code repositories, cloud platforms, project management tools (e.g., Jira, Sterling Reach Services Inc., confluen

1. Preservation and Export of Forensic Evidence. Confirm that all access logs, file transfer logs, DLP alerts, endpoint monitoring records, and other forensic evidence identified in Section IV.B of this memorandum are preserved and exported to a secure, non-modifiable format (e.g., write-once media, cryptographic hash-verified copies, or a forensically sound image). The integrity of this evidence is paramount, and th

2. Identification and Preservation of Repositories. Identify and preserve all version-control repositories (including all branches, tags, commit histories, and associated metadata) to which Rajiv Anand, Serena Mallick, or Derek Yun had access at any point during their employment. This should include a full list of repositories, the access permissions granted to each individual, and the dates of access.

3. Protection of Forensic Evidence from Remediation. Ensure that no remediation, patching, system migration, or infrastructure modification activities alter or destroy forensic evidence of the exfiltration events. If any such activities are necessary for operational or security reasons, C&H should be consulted in advance so that appropriate forensic preservation steps can be taken beforehand.

4. Comprehensive System and Device Inventory. Provide C&H with a complete inventory of all systems, devices, and accounts to which each of the three former employees had access during their employment. This inventory should include, at a minimum: (a) All computer hardware (laptops, desktops, servers) assigned to or used by each individual; (b) All software systems and platforms to which each individual had credential

1. Written Acknowledgment. Each identified custodian must acknowledge receipt and understanding of the litigation hold notice in writing. The acknowledgment should confirm that the custodian understands the scope of the hold, agrees to comply with the preservation obligations, and will promptly notify Thomas Brightwell of any questions, concerns, or potential issues.

2. Acknowledgment Log. Thomas Brightwell should maintain a log of all custodian acknowledgments, recording the name of the custodian, the date the hold notice was issued, the date the acknowledgment was received, and the method of acknowledgment. A copy of this log should be provided to C&H on a rolling basis and, in any event, no later than January 20, 2023.

3. Departure of Custodians. If any custodian identified in this hold departs Lumos (whether voluntarily or involuntarily) during the pendency of the hold, their files, email accounts, user accounts, and all other data within scope must be fully preserved before any account deactivation, device reallocation, or data deletion occurs. C&H should be promptly notified of any custodian departures so that appropriate additi

1. Duration. The litigation hold will remain in effect until C&H provides written notice that it may be lifted. Do not assume that the hold has expired based on the passage of time, the resolution of a particular motion, or any other event. Only an express written communication from C&H can release the hold.

2. Periodic Reminders. Lumos should conduct periodic reminders to all custodians to ensure ongoing compliance with the hold. These reminders should be issued no less than quarterly and should reiterate the scope of the hold, the custodian's obligations, and the consequences of non-compliance. C&H can provide template language for these reminders upon request.

3. New Custodians. If, during the course of the litigation, C&H or Lumos identifies additional individuals whose files or records may be relevant, those individuals must be promptly added to the custodian list, issued a hold notice, and required to acknowledge the hold in writing.

4. New Categories of Information. Similarly, if new categories of potentially relevant documents or ESI are identified as the litigation develops, C&H will provide supplemental guidance regarding the expanded scope of the hold.

VI. DOCUMENT COLLECTION AND REVIEW In the near term, C&H may request that Lumos collect and produce certain categories of documents for review in connection with preparing the complaint, the TRO application, and the supporting declarations that will be filed in support of the TRO. These requests will be made on an expedited basis given the anticipated filing date of January 19, 2023, and Lumos's prompt cooperation wi

VII. CONFIDENTIALITY REMINDER This memorandum and the litigation hold it implements are confidential. The following confidentiality guidelines must be strictly observed:

1. Internal Distribution. This memorandum and the associated custodian notices should be shared only with those Lumos personnel who have a need to know for purposes of implementing and complying with the hold. This includes the individuals identified as key custodians in Section III.A, as well as IT and HR personnel who are operationally necessary to implement the preservation steps described herein. The memorandum s