Contract analysis

I. Purpose of This Letter We write to formally confirm that Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has completed all work undertaken pursuant to its engagement by Lumos Analytics Inc. ("Lumos" or the "Company") relating to the California-specific review and comprehensive redrafting of confidentiality, invention-assignment, and restrictive covenant provisions across Lumos's employment-relate

II. Engagement Summary and Background Lumos Analytics Inc., a Delaware corporation headquartered in San Francisco, California, retained Calderwood & Harkness to conduct a comprehensive review and redrafting of all confidentiality, invention-assignment, and restrictive covenant provisions contained in the Company's employment agreements, offer letters, and standalone proprietary information and inventions agreements (

1. Non-Compete Clause. The existing agreements contained a twelve (12)-month post-employment non-competition clause that purported to restrict departing employees from engaging in any competing business on a global basis. This clause was void ab initio under California Business and Professions Code Section 16600, which broadly prohibits contractual restraints on an individual's ability to engage in a lawful professio

2. Non-Solicitation Clause. The existing agreements included an eighteen (18)-month post-employment non-solicitation clause that restricted departing employees from soliciting both Company employees and Company customers. In light of the California Court of Appeal's decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923 and subsequent developments, customer non-solicitation clause

3. Invention-Assignment Provisions. The invention-assignment provisions in the existing PIIAs were overbroad in that they purported to assign to Lumos all inventions, discoveries, and works of authorship created by employees during the term of their employment, without regard to whether such inventions were made entirely on the employee's own time and without the use of Company equipment, supplies, facilities, or tra

4. Indefinite Confidentiality Duration. The confidentiality provisions in the existing agreements imposed obligations of indefinite duration on all categories of confidential information, without distinguishing between information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and information that, while confidential, does not rise to the level of a tra

5. Absent DTSA Whistleblower Immunity Notice. The existing agreements did not include the immunity notice required under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b). Under the DTSA, an employer that fails to provide this notice in any contract or agreement with an employee governing the use of a trade secret or other confidential information may not be awarded exemplary damages or attorneys' fees in a D

6. Delaware Governing Law. The existing agreements designated Delaware as the governing law jurisdiction, notwithstanding that the agreements at issue governed the employment relationship with California-based employees. Under California Labor Code Section 925, an employer may not require a California-based employee to agree, as a condition of employment, to a provision that would require the employee to adjudicate c

III. Staffing The following attorneys at Calderwood & Harkness were assigned to and worked on this engagement: Renata Vasquez — Responsible Partner, Labor & Employment Practice Group. California State Bar No. 247503. Ms. Vasquez served as the lead partner on this engagement and maintained overall responsibility for the legal analysis, drafting, and client relationship. Ms. Vasquez's standard hourly rate for this enga

IV. Engagement Timeline Set forth below is a complete chronological timeline of the principal milestones and events during the engagement:

V. Comprehensive List of Deliverables The following is a numbered and dated list of all final deliverables provided to Lumos during the course of this engagement. All deliverables were transmitted via Calderwood & Harkness SecureShare (portal ID: LSA-0847) and/or email to Camille Desrosiers and, where appropriate, Gerald Huang, unless otherwise noted below. Deliverable 1: California Enforceability Analysis Memorandum

VI. Key Legal Issues Addressed — Summary of Resolutions The following is a brief summary of how each of the six key legal issues identified in the California Enforceability Analysis Memorandum (Deliverable 1) was resolved in the final agreement templates:

1. Non-Compete. The twelve (12)-month global post-employment non-competition clause was deleted in its entirety from all tier templates. This provision was void under California Business and Professions Code Section 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." Retention of the provision would have

2. Non-Solicitation. The eighteen (18)-month combined employee and customer non-solicitation clause was substantially revised. The customer non-solicitation provision was removed in its entirety, as such provisions are increasingly treated as de facto non-compete clauses that are void under Section 16600, particularly following the Court of Appeal's analysis in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2

3. Invention Assignment. The overbroad invention-assignment clause was revised to expressly exclude from the assignment obligation any invention that qualifies for the statutory exemption under California Labor Code Section 2870 — i.e., inventions developed entirely on the employee's own time without the use of Company equipment, supplies, facilities, or trade secret information, unless the invention relates to the C

4. Confidentiality Duration. The confidentiality provisions were revised to adopt a bifurcated approach. Obligations with respect to information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) remain in effect indefinitely — i.e., for so long as the information retains its trade secret status. Obligations with respect to non-trade-secret confidential inf

5. DTSA Whistleblower Notice. The immunity notice mandated by 18 U.S.C. § 1833(b) was inserted into all tier templates. This notice informs employees that they may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or invest

6. Governing Law. The governing law clause was changed from Delaware to California in all tier templates, consistent with the requirements of California Labor Code Section 925 and to ensure that the agreements are governed by the substantive law of the jurisdiction in which the employees are located and perform their work. A forum selection clause designating the state and federal courts located in San Francisco Coun

VII. Billing and Fee Confirmation All professional fees incurred in connection with this engagement are subject to the fee cap of one hundred eighty-five thousand dollars ($185,000.00), exclusive of out-of-pocket expenses, as set forth in the engagement letter (Ref. EL-2024-0847-RV). We confirm that the total professional fees incurred during this engagement fall within the $185,000.00 fee cap. The final invoice for

VIII. Document Retention and File Disposition Calderwood & Harkness will retain the engagement file for Matter No. 1008-00006 in accordance with the Firm's standard document retention policy, a copy of which was provided to Lumos with the engagement letter. Under the Firm's current policy, client files are retained for a period of seven (7) years from the date of matter closure, after which the Firm may destroy the f

IX. Matter Closure and Continuing Obligations Matter No. 1008-00006 will be formally closed in Calderwood & Harkness's records as of June 27, 2024, with a status designation of "closed — completed." We wish to make clear several important points regarding the closure of this matter: Privilege and Work Product. The closure of this matter does not constitute a waiver, relinquishment, or abandonment of any attorney-clie

X. Availability for Follow-Up We recognize that questions may arise during the ongoing rollout of the revised agreements or in connection with the implementation guidance we have provided. Renata Vasquez and Devon Archer remain available to assist Lumos with follow-up questions regarding the deliverables, the rollout process, or the legal analysis underlying our work product. We note, however, that if substantive add