Contract analysis

I. Purpose and Executive Summary This memorandum provides comprehensive, step-by-step implementation and rollout guidance for Lumos Analytics Inc. ("Lumos" or the "Company") in connection with its deployment of the revised Proprietary Information & Inventions Agreement ("PIIA") templates to its one hundred forty-two (142) California-based employees. This memorandum should be read in conjunction with the final executi

II. Scope of Rollout — Employee Tiers and Classification A. Employee Population As of the date of this memorandum, Lumos employs a total of one hundred eighty-seven (187) full-time employees ("FTEs") across its operations. Of these, one hundred forty-two (142) employees are based in California, principally at the Company's headquarters at 2200 Pacific Avenue, Suite 1400, San Francisco, California 94115. The remaining

III. Consideration Analysis — Obtaining Execution from Current Employees A central practical and legal issue in the rollout of revised employment agreements to an existing workforce is the question of consideration. Because the 142 California-based employees to whom the revised PIIA will be presented are existing employees — not new hires — it is necessary to confirm that legally adequate consideration supports the n

IV. Key Substantive Provisions — Summary for HR Communicators This section provides a plain-language summary of the key substantive changes reflected in the revised PIIA templates, intended for use by Gerald Huang, the People Operations team, and other HR communicators in preparing employee-facing materials and fielding employee questions. For a comprehensive legal analysis of each provision, please refer to our enfo

Section 2870 Carve-Out. The assignment clause now includes an express exclusion for inventions that qualify for protection under California Labor Code Section 2870. Specifically, the revised provision excludes from the scope of the assignment obligation any invention that the employee developed entirely on the employee's own time, without using the Company's equipment, supplies, facilities, or trade secret informatio

V. Communication Strategy and HR Materials The manner in which the revised PIIA is presented to employees will have a significant impact on the efficiency and smoothness of the rollout. Calderwood & Harkness recommends that Lumos prepare a suite of employee-facing communications to accompany the distribution of the revised agreements. These materials should be drafted in plain, accessible language and should be revie

1. Context and Purpose. An explanation that Lumos is updating its employment agreements to reflect current California law requirements, and that the update is part of a company-wide initiative applicable to all California-based employees.

2. Positive Framing. Emphasis that the updates are protective of employee rights. In particular, the cover letter should note that the revised agreements (a) remove the prior non-compete restrictions, confirming that employees are free to pursue any lawful employment upon separation; (b) provide the statutory protections required under California Labor Code Section 2870, ensuring that employees' personal inventions r

3. Condition of Employment. A clear statement that execution of the revised PIIA is a condition of continued employment.

4. Review Period. Information about the review period, stating that the employee will have a minimum of five (5) business days to review the agreement and its exhibits before execution is required.

5. Contact Information. Contact information for questions, directing employees to Gerald Huang, Vice President of People Operations, and/or the designated member of the HR team responsible for fielding rollout inquiries.

6. Right to Counsel. A statement that employees are permitted and encouraged to consult with their own legal counsel at their own expense before signing.

7. Supplemental Consideration (Executive Tier Only). For executive-tier employees receiving supplemental consideration, the cover letter should describe the nature and amount of the supplemental consideration being provided in connection with the employee's execution of the revised PIIA. The tone of the cover letter should be neutral, non-coercive, and factual. It should not include language that could be construed a

1. Why is Lumos updating its employment agreements? Explanation that the update is in response to changes in California law and is intended to bring the Company's agreements into full compliance.

2. What are the key changes from the prior agreement? Summary of the principal changes, including the removal of the non-compete clause, the narrowing of the non-solicitation provision, the addition of the Section 2870 notice, the restructured confidentiality obligations, and the DTSA whistleblower notice.

3. Am I giving up any rights by signing? Explanation that the revised agreement is, in many respects, more protective of employee rights than the prior agreement (e.g., removal of non-compete restrictions, addition of statutory invention protections).

4. What is the Prior Inventions Disclosure Schedule (Exhibit A)? Explanation of the purpose of Exhibit A and instructions for completion, including the direction to check the "No Prior Inventions" box if the employee has no pre-existing inventions to disclose.

5. What is the California Labor Code § 2870 Notice (Exhibit B)? Explanation that Exhibit B is a statutory notice required by California law that sets forth the employee's rights with respect to inventions developed on the employee's own time and without use of Company resources.

6. What if I have inventions I want to exclude? Instructions for listing prior inventions on Exhibit A and an explanation that the employee's prior inventions, once properly disclosed, will not be subject to the assignment obligation.

7. What happens if I don't sign? Statement that execution of the revised PIIA is a condition of continued employment and that the Company expects all employees to execute the agreement within the designated timeframe.

8. Can I consult my own attorney? Confirmation that employees are encouraged to consult with personal legal counsel at their own expense.

9. Who can I contact with questions? Contact information for Gerald Huang, VP of People Operations, and/or the designated HR team member. All FAQ responses should be reviewed by Camille Desrosiers for accuracy and appropriateness and, as needed, by Calderwood & Harkness to ensure legal accuracy before distribution. Particular care should be taken in drafting the response to FAQ No. 7 ("What happens if I don't sign?")

VI. Coordination with Orion Talent Advisors, Inc. Gerald Huang should coordinate with Marcus Reeves, Managing Director of Orion Talent Advisors, Inc. ("Orion"), located at 44 Montgomery Street, Suite 2100, San Francisco, California 94104, on the following logistical elements of the rollout:

1. Confirmation of Employee Classification Assignments. Orion should confirm each employee's tier classification against the tier definitions set forth in Section II.B above, drawing on the Company's current HRIS data, title records, and compensation information. Any discrepancies or borderline cases should be flagged for resolution by Camille Desrosiers.

2. Coordination of Distribution Mechanics. Lumos and Orion should determine the preferred method of distribution and execution for the revised PIIAs. Options include: (a) Electronic Signature Platform. Distribution via the Company's existing electronic signature platform (e.g., Brightwater Software, Ashford Health IT), which allows for efficient distribution, tracking, and collection of executed agreements. If this a

3. Tracking of Execution Status. Orion should maintain a real-time tracker documenting the execution status of the revised PIIA for each of the 142 California-based employees, including the date of distribution, the date of execution (or non-execution), and any notes regarding employee questions or escalations.

4. Identification of Employees on Leave. Orion should identify any employees who are currently on leave — including leave under the Family and Medical Leave Act ("FMLA"), the California Family Rights Act ("CFRA"), disability leave, parental leave, or any other protected leave — and who may require a deferred rollout. Employees on protected leave should not be contacted about the PIIA rollout until their return, unles

5. Compliance with Collective Bargaining or Other Contractual Obligations. Although Lumos does not currently have any unionized employees or employees covered by a collective bargaining agreement, Orion should confirm this fact and flag any contractual obligations (e.g., individual employment agreements with negotiated terms) that could affect the rollout process for specific employees. Any individual employment agre

6. Supplemental Consideration Delivery. If supplemental consideration is to be provided to executive-tier employees, Orion can assist with the logistical coordination of that delivery, including the processing of one-time cash bonuses through the Company's payroll system or the coordination of equity acceleration with the Company's stock plan administrator.

VII. Corporate Governance Coordination with Whitmore & Cheng LLP A. Board-Level Actions Calderwood & Harkness recommends that the Lumos Board of Directors — or, if the Board has delegated authority to a committee (such as the Compensation Committee or a subcommittee thereof) — formally approve the adoption of the revised PIIA templates as the Company's standard form employment agreements for California-based employee

1. Board Resolution. Whitmore & Cheng (Leland Tsao, Partner, Corporate, 525 University Avenue, Suite 600, Palo Alto, CA 94301) should prepare and circulate for adoption a board resolution authorizing the revised PIIA templates. The resolution should (a) approve the three tier-specific PIIA templates and the accompanying Exhibits A and B as the Company's standard form proprietary information and inventions agreements

2. Investor Consent Review. Whitmore & Cheng should review the Company's Series C financing documents — including the Investors' Rights Agreement, the Voting Agreement, and any related side letters — to determine whether the adoption of revised employment agreements for the Company's workforce constitutes an action requiring investor consent or prior notification. While Calderwood & Harkness does not anticipate that

3. Board Observer Notification. Given that the PIIA remediation initiative originated from the observations of Ridgeline Ventures board observer Priya Narayanan, Whitmore & Cheng should confirm whether Ms. Narayanan and/or Ridgeline Ventures Fund IV, L.P. should be notified or consulted in advance of the Board's adoption of the revised templates. As a matter of good governance and investor relations, Calderwood & Har

2. No Amendment Required. Whitmore & Cheng should confirm that no amendment to the 2020 Plan is required to accommodate the revised invention-assignment or confidentiality terms in the new PIIA templates. In particular, if the Plan's definition of "Company Technology" or "Assigned Inventions" differs from the terminology used in the revised PIIAs, any discrepancy should be identified and addressed.

3. Supplemental Equity Consideration for Executives. If the Company elects to provide supplemental equity consideration to executive-tier employees in connection with their execution of the revised PIIA (e.g., acceleration of a portion of unvested equity), Whitmore & Cheng should confirm that (a) such acceleration can be granted within the existing Plan share reserves without exceeding the aggregate number of shares

VIII. SB 699 Notification Requirement — Current and Former Employees A. Statutory Background Two pieces of California legislation, both effective January 1, 2024, impose affirmative obligations on employers that maintain or have maintained employment agreements containing void non-compete provisions: • SB 699 (Cal. Bus. & Prof. Code § 16600.5). This statute provides that any contract that is void under Section 16600

IX. Recordkeeping Obligations Proper recordkeeping is essential to the Company's ability to demonstrate compliance with its legal obligations and to defend the enforceability of its revised employment agreements in the event of any future dispute. A. Signed Agreement Retention Lumos must retain a fully executed copy of each employee's revised PIIA, together with both Exhibit A (Prior Inventions Disclosure Schedule) a

X. Recommended Rollout Timeline The following timeline sets forth the recommended sequence and target dates for each major action item in the rollout process. This timeline has been designed to achieve the target completion date of June 30, 2024, while providing adequate time for each step in the process. Calderwood & Harkness recognizes that the timeline is ambitious and that unforeseen circumstances — such as delay