Contract analysis

I. Purpose This memorandum confirms the completion of a comprehensive conflicts-of-interest check in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Lumos Analytics Inc. ("Lumos" or the "Client") for a California-specific review and redrafting of confidentiality, invention-assignment, and restrictive covenant provisions in its employment-related agreements. The conflicts

II. Client Identification The following information identifies the prospective client and has been verified through publicly available records, the Client's own disclosures during the intake process, and independent review of Delaware Division of Corporations and California Secretary of State filings. Client Name: Lumos Analytics Inc. Short Name / Trade Name: Lumos / Lumos AI Entity Type: Corporation Jurisdiction of

III. Engagement Scope Summary Calderwood & Harkness's San Francisco Labor & Employment practice group is being retained to perform a California-specific review and redrafting engagement encompassing the following principal work streams:

1. Review of Existing Agreements. A comprehensive review of all confidentiality, invention-assignment, and restrictive covenant provisions currently contained in Lumos's employment agreements, offer letters, and standalone proprietary-information and inventions-assignment agreements ("PIIAs") applicable to 142 California-based employees. The existing agreements are organized across four employee classification tiers:

2. Enforceability Analysis Memorandum. Preparation of a detailed written memorandum analyzing the enforceability of each material provision under current California law, including but not limited to California Business & Professions Code Section 16600 (general prohibition on restraints of trade), Senate Bill 699 (codified at California Business & Professions Code Section 16600.5, effective January 1, 2024), Assembly

3. Redlined and Clean-Draft Template Agreements. Preparation of redlined versions of each existing template agreement, together with clean-draft revised templates for each of the four employee tiers, incorporating all recommended revisions to bring the agreements into full compliance with applicable California law while preserving the Client's legitimate business interests to the maximum extent permissible.

4. Implementation Guidance. Preparation of a written implementation guide providing recommendations for rollout of the revised agreements to existing employees, including consideration requirements, timing, internal communications strategies, and coordination with the Client's HR consulting firm. Fee Arrangement: The engagement will be conducted on a blended hourly rate basis, subject to a fee cap of $185,000 (exclus

IV. Parties and Individuals Searched In accordance with the Firm's conflicts clearance protocols, the following parties, entities, and individuals were identified as relevant to this engagement and were searched through the Firm's conflicts database. The rationale for inclusion of each party is set forth below, together with the search results. A. Client — Key Principals and Officers The following individuals were id

V. Conflicts Database Search Methodology The conflicts analysis was conducted in accordance with the Firm's General Counsel Office Policies and Procedures Manual (rev. January 2024) and the Firm's Standing Committee on Professional Responsibility Guidance Memorandum No. 2023-04 (Conflicts Clearance Procedures for New Matters). The following methodology was employed: Database Used. All entities and individuals listed

VI. Potential Concerns Reviewed and Resolved In the course of the conflicts analysis, two potential areas of concern were identified, evaluated, and resolved as described below. Neither constitutes a conflict of interest that would preclude the Firm from accepting the engagement. A. Positional Conflict Review The proposed engagement involves advising Lumos, an employer, on the invalidity and required removal of non-c

VII. Conclusion and Clearance Based on the comprehensive search and analysis described above, including automated searches of the Firm's enterprise-wide conflicts management system, manual review of the Labor & Employment practice group's active matter dockets, and evaluation of potential positional and relational concerns, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP fr

VIII. Signatures / Approval PREPARED BY: ________________________________________ Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP CA Bar No. 318274 Date: March 12, 2024 REVIEWED AND APPROVED BY: ________________________________________ Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP CA Bar No. 247503 Date: March 12, 2024 BILLING PARTNER ACKNOWLEDGMENT: ________________

IX. Appendix — Summary of Entities and Individuals Searched The following table consolidates all entity names, individual names, entity identification numbers, and search dates for permanent recordkeeping purposes in connection with Matter No. 1008-00006. Total Search Entries: 14 (comprising 5 entities and 9 individuals, including trade name and alias variations as noted above). Summary of Results: All 14 search entr