1008-00005 · Lumos Analytics Inc · Matter Administration

engagement-letter-lumos.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 392-8600	Facsimile: (415) 392-8601
125 Broad Street, New York, New York 10004 Telephone: (212) 558-4000	Facsimile: (212) 558-4001

www.calderwoodharkness.com

December 15, 2022

Via Email and Sundial Data Systems

Thomas Brightwell, Esq. General Counsel Lumos Analytics Inc. 4700 Orchard Parkway, Suite 300 San Jose, California 95134

Re: Engagement of Calderwood & Harkness LLP by Lumos Analytics Inc. — Investigation and Potential Litigation Regarding Trade Secret Misappropriation by Former Employees

C&H Matter Number: 1008-00005

Dear Mr. Brightwell:

Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as counsel to Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the matters described below. We are pleased by the confidence you and your colleagues have placed in our Firm, and we are committed to providing Lumos with the highest quality legal representation throughout the course of this engagement.

This letter confirms the terms and conditions of the Firm's engagement to represent Lumos in connection with the investigation of, and potential litigation arising from, the suspected misappropriation of Lumos's proprietary information and trade secrets by three former employees — Rajiv Anand, Serena Mallick, and Derek Yun — and their apparent new employer, NovaSpark Technologies Inc. ("NovaSpark"). Based on our initial discussions with you and your team, it appears that these former employees may have engaged in the unauthorized exfiltration and use of highly sensitive Lumos proprietary materials in connection with the formation and operation of NovaSpark, in apparent violation of their contractual and common-law obligations to the Company. Lumos has retained C&H effective as of the date of this letter, December 15, 2022, on the terms and conditions set forth herein.

The purpose of this engagement letter is to set forth our mutual understanding regarding the scope of the engagement, the Firm's staffing, billing arrangements, and other important terms governing our attorney-client relationship. We encourage you to review this letter carefully and to contact us with any questions before signing.

1. Scope of Engagement

1.1 Investigation Phase

The Firm will conduct a comprehensive investigation into the circumstances surrounding the departures of the following three former Lumos employees:

(a) Rajiv Anand, former Principal Engineer — ML Infrastructure, who resigned from Lumos effective September 30, 2022;

(b) Serena Mallick, former Senior Software Engineer — Data Pipelines, who resigned from Lumos effective October 14, 2022; and

The investigation will focus on the suspected exfiltration of Lumos proprietary information and trade secrets by one or more of these individuals prior to, contemporaneous with, or following their respective departures. The proprietary materials at issue include, but are not limited to, the following:

(i) the LumosEdge ensemble machine-learning model architecture, including the underlying neural network topologies, hyperparameter configurations, and ensemble weighting methodologies;

(ii) proprietary feature-engineering libraries developed by Lumos's engineering teams for use in the Company's machine-learning products;

(iii) the DataStream ETL pipeline codebase, comprising Lumos's proprietary extract-transform-load data infrastructure and associated orchestration tools;

(iv) proprietary training datasets curated and maintained by Lumos, including annotated datasets, synthetic data generation methodologies, and associated metadata schemas; and

(v) confidential product roadmap materials, including specifications, design documents, and strategic planning materials relating to the unreleased LumosEdge 3.0 platform and any other proprietary product development information.

The investigation will further encompass the formation and operations of NovaSpark Technologies Inc., a Delaware corporation that, according to publicly available records, was incorporated on October 3, 2022 — only three days after the resignation of Mr. Anand and prior to the resignations of Ms. Mallick and Mr. Yun. The Firm will investigate the apparent involvement of the three former employees in NovaSpark and NovaSpark's apparent use, incorporation, or derivation of Lumos's proprietary materials in its products, services, or business operations.

As part of the investigation, the Firm will review and analyze the Proprietary Information and Inventions Assignment Agreements ("PIIAAs") executed by each of the three former employees during the course of their employment with Lumos. This analysis will encompass the restrictive covenant provisions contained in each PIIAA, including but not limited to the confidentiality and non-disclosure obligations, non-solicitation covenants, and invention-assignment obligations, as well as any other contractual provisions relevant to the former employees' post-employment obligations.

In conducting the investigation, the Firm will coordinate closely with Lumos's internal IT security team and with such third-party technical consultants as may be retained to assess the scope, timing, and methodology of any data exfiltration. The Firm will work with these resources to identify, preserve, and analyze digital evidence, including system access logs, file transfer records, email communications, removable media usage, cloud storage activity, and any other electronic evidence relevant to the suspected misappropriation.

1.2 Pre-Litigation Activities

Concurrently with or following the investigation phase, the Firm will undertake the following pre-litigation activities:

(a) Cease-and-Desist Communications. The Firm will prepare and send formal cease-and-desist letters to each of Rajiv Anand, Serena Mallick, Derek Yun, and NovaSpark Technologies Inc., demanding the immediate cessation of any use, disclosure, or exploitation of Lumos's proprietary information and trade secrets, and the return or destruction of any Lumos materials in their possession, custody, or control.

(b) Evidence Preservation and Litigation Hold. The Firm will advise Lumos on its obligations regarding the preservation of evidence, including the identification of relevant custodians, data sources, and document repositories. The Firm will assist Lumos in designing, implementing, and distributing an appropriate litigation hold notice to relevant personnel, and will provide guidance on best practices for ensuring compliance with preservation obligations throughout the course of the matter.

(c) Evaluation of Potential Claims. The Firm will evaluate and advise Lumos on the viability, strengths, and risks of potential legal claims, including but not limited to:

(i) misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11;

(ii) breach of contract, based on the PIIAAs executed by each of the three former employees;

(iii) breach of the duty of loyalty owed by the former employees to Lumos during the period of their employment;

(iv) unfair business practices under the California Unfair Competition Law, California Business and Professions Code Section 17200 et seq.;

(v) conversion of Lumos's proprietary materials; and

(vi) such other claims as may be appropriate based on the facts developed during the investigation, including any claims against NovaSpark Technologies Inc. for aiding and abetting, inducement of breach, or tortious interference.

(d) Litigation Strategy Memorandum. Upon completion of the initial investigation and claims evaluation, the Firm will prepare a comprehensive litigation strategy memorandum and case assessment for Lumos's review and consideration. This memorandum will address the factual and legal bases for potential claims, the strengths and weaknesses of Lumos's position, the likely defenses to be raised by the opposing parties, the anticipated scope and cost of litigation, potential remedies (including injunctive relief and damages), and the Firm's strategic recommendations regarding the course of action to be pursued.

1.3 Litigation Phase (if Warranted)

Upon authorization by Lumos, and in the event that the investigation and pre-litigation activities support the pursuit of formal legal proceedings, the Firm will initiate litigation in the appropriate California state or federal court on behalf of Lumos. The Firm's representation during the litigation phase will include, without limitation, the following:

(a) Commencement of Proceedings. Drafting, filing, and serving a complaint asserting Lumos's claims against the former employees and NovaSpark Technologies Inc., as well as preparing and filing any application for emergency injunctive relief, including a motion for a temporary restraining order and/or preliminary injunction seeking to prevent the continued misappropriation, use, or disclosure of Lumos's proprietary information and trade secrets pending resolution of the matter.

(b) Full Litigation Representation. Representing Lumos through all phases of the litigation, including responsive and defensive motions, law-and-motion practice, written discovery (interrogatories, requests for production of documents, and requests for admissions), depositions of fact and expert witnesses, expert retention and management, mediation or other forms of alternative dispute resolution and settlement negotiations, pre-trial proceedings, trial, and any post-trial proceedings as may be necessary.

(c) Third-Party Consultants and Experts. Retaining and managing third-party consultants and experts as needed to support the litigation, including digital forensics firms, cybersecurity consultants, software engineering experts, and damages analysts. The retention of any such third-party consultant or expert, and the estimated fees associated with such retention, will be subject to Lumos's prior written approval.

1.4 Limitations on Scope

This engagement is limited exclusively to the matters described in Sections 1.1 through 1.3 above. The Firm's representation of Lumos in any other matter, including any separate or unrelated dispute, transaction, regulatory proceeding, or other legal matter, would require a separate engagement letter executed by the Firm and Lumos.

For the avoidance of doubt, C&H is not being engaged to provide Lumos with tax advice, regulatory compliance advice, or advice regarding Lumos's corporate governance, securities disclosure obligations, or investor relations in connection with this matter. To the extent any such issues arise during the course of this engagement, the Firm will advise Lumos of the need to consult with appropriate specialized counsel.

2. Staffing and Key Personnel

The following attorneys have been assigned to this matter and will comprise the core engagement team:

Marcus Delgado — Responsible Partner. Mr. Delgado is a Partner in the Firm's intellectual Property practice. He will have overall responsibility for the engagement, including strategic direction, supervision of the engagement team, key decision-making, and management of the attorney-client relationship. Mr. Delgado will serve as the primary relationship partner for Lumos on this matter.

Catherine Bloom — Billing Partner. Ms. Bloom is a Partner in the Firm's intellectual Property practice. She will provide substantive guidance and oversight on intellectual property and trade secret issues, and will serve as the billing partner for purposes of invoicing and financial management of the engagement.

Wendy Schultz — Lead Associate. Ms. Schultz is an Associate in the Firm's intellectual Property practice. She will serve as the day-to-day lead on the engagement, with responsibility for managing the investigation, legal research, drafting of pleadings and correspondence, discovery management, and overall litigation coordination.

Omar Siddiqui — Working Associate. Mr. Siddiqui is an Associate in the Firm's intellectual Property practice. He will support the engagement team on legal research, document review, discovery, and drafting assignments as directed by the supervising partners and lead associate.

As the matter evolves, additional attorneys, paralegals, litigation support specialists, or other Firm staff may be assigned to the engagement as necessary to ensure that Lumos receives efficient and effective representation. The Firm will notify Lumos of any significant changes to the core staffing team described above and will endeavor to maintain continuity of staffing to the extent practicable.

The primary client contacts at Lumos for purposes of this engagement will be Thomas Brightwell, General Counsel. In addition, the Firm may communicate with Priya Chandrasekaran, Chief Executive Officer, and Rachel Fong, Vice President of Engineering, as needed and as authorized by Mr. Brightwell, particularly with respect to technical matters, strategic decisions, and matters requiring executive or board-level authorization.

3. Fees and Billing Arrangements

3.1 Hourly Rates

The Firm will bill for services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the attorneys initially assigned to the matter are as follows:

In the event that additional attorneys or paralegals are assigned to the engagement, their applicable hourly rates will be provided to Lumos upon their assignment. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.

Please note that the Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide Lumos with advance written notice of any changes to the hourly rates applicable to this engagement. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

3.2 Expenses and Disbursements

In addition to professional fees for attorney and paralegal time, Lumos will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses and disbursements may include, but are not limited to, the following:

(a) court filing fees and service of process fees;

(b) process server fees;

(d) travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with depositions, court appearances, client meetings, or other engagement-related activities;

(e) expert and consultant fees and expenses (subject to the prior approval requirements set forth below);

(f) document reproduction, printing, and scanning costs;

(g) electronic discovery vendor costs, including fees for data hosting, processing, review platform licensing, and production;

(h) overnight courier and expedited delivery charges; and

(i) computerized legal research charges (e.g., Westmark Data Systems, Calderon Systems, and similar platforms).

With respect to third-party consultant and expert fees — including, for example, digital forensics firms, cybersecurity consultants, software engineering experts, and damages analysts — such fees will be billed directly to Lumos or through C&H, as the parties may agree on a case-by-case basis. The retention of any third-party consultant or expert, and the associated estimated budget, will require Lumos's prior written approval. The Firm will provide Lumos with sufficient information regarding the qualifications, proposed scope of work, and estimated fees of any proposed consultant or expert to enable Lumos to make an informed decision regarding retention.

3.3 Retainer. As a condition of this engagement, Lumos agrees to provide an initial retainer deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Retainer"). The Retainer shall be received by the Firm within ten (10) business days of the date of this letter.

Upon receipt, the Retainer will be deposited into the Firm's Interest on Lawyers' Trust Accounts ("IOLTA") client trust account, in accordance with the requirements of the California Rules of Professional Conduct. The Retainer will be applied against the Firm's invoices for professional fees and expenses as they become due. In the event that the balance of the Retainer falls below Fifty Thousand Dollars ($50,000.00) at any time during the engagement, the Firm may request that Lumos replenish the Retainer to the original amount of $150,000.00, and Lumos agrees to do so within ten (10) business days of such request.

Any unused portion of the Retainer remaining upon the conclusion or termination of the engagement will be returned to Lumos promptly, after application of any outstanding fees and expenses.

3.4 Billing Cycle and Payment Terms

The Firm will issue detailed invoices on a monthly basis. Each invoice will include itemized time entries for each timekeeper, reflecting the date, description, and duration of services performed, as well as an itemization of expenses and disbursements incurred during the billing period.

All invoices are due and payable within thirty (30) days of the date of receipt. The Firm reserves the right to charge interest on any overdue balance at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following receipt of the invoice.

Lumos agrees to review each invoice promptly upon receipt and to raise any questions or concerns regarding any invoice within fifteen (15) days of receipt. The Firm is committed to transparent and accurate billing, and we are happy to discuss any invoice in detail at Lumos's request.

4. Client Responsibilities

The effectiveness of the Firm's representation depends in significant part on Lumos's active cooperation and engagement throughout the course of this matter. Accordingly, Lumos agrees to the following:

(a) Cooperation and Access. Lumos will cooperate fully with the Firm, including by providing timely access to all relevant documents, data, electronic records, personnel, and information reasonably requested by the Firm in connection with the investigation and any subsequent litigation. Lumos understands that delays in providing requested information may adversely affect the Firm's ability to represent the Company effectively.

(b) Litigation Hold and Evidence Preservation. Lumos will promptly implement any litigation hold notice and evidence preservation measures recommended by the Firm, and will take all reasonable steps to ensure that relevant documents, data, and electronically stored information are preserved in their current form and not altered, deleted, or destroyed.

(c) Designation of Primary Contact. Lumos designates Thomas Brightwell, General Counsel, as the primary point of contact authorized to provide instructions to the Firm, approve budgets and expenditures, and make strategic decisions on behalf of the Company in connection with this engagement. To the extent that any decision requires additional authorization from Lumos's Board of Directors or Chief Executive Officer (Priya Chandrasekaran), Mr. Brightwell will be responsible for obtaining such authorization and communicating it to the Firm.

(d) Notification of Developments. Lumos will promptly notify the Firm of any developments relevant to the matter, including but not limited to any communications received from the former employees, NovaSpark Technologies Inc., or their legal counsel; any discovery of additional evidence of misappropriation or unauthorized use of Lumos proprietary information; and any public statements, press reports, or competitive intelligence relating to NovaSpark's activities.

5. Confidentiality and Privilege

All communications between Lumos and the Firm regarding this engagement, including oral and written communications, memoranda, analyses, strategy discussions, and work product, are intended to be and shall be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law.

The Firm will maintain the confidentiality of all information provided by Lumos in connection with this engagement, whether or not such information is specifically designated as confidential, in accordance with the California Rules of Professional Conduct, Rule 1.6, and all other applicable rules of professional conduct and ethical obligations.

Lumos, in turn, agrees to exercise reasonable care to avoid the disclosure of privileged communications or attorney work product to third parties without prior consultation with the Firm. Lumos acknowledges that the inadvertent or intentional disclosure of privileged communications or work product to third parties may result in a waiver of the attorney-client privilege or work product protection, which could have adverse consequences for Lumos's legal position in connection with this matter. The Firm will provide guidance to Lumos regarding the appropriate handling of privileged and confidential materials as needed throughout the engagement.

6. Conflicts of Interest

The Firm has conducted a thorough conflicts check in connection with this engagement, including a search of the Firm's client and matter databases for any current or former representation that could give rise to a conflict of interest. Based on the results of that conflicts check, the Firm is not presently aware of any conflict of interest that would preclude or limit its representation of Lumos in this matter.

Lumos acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in multiple jurisdictions, and that the Firm represents a broad range of clients in diverse matters across numerous practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may differ from or be adverse to Lumos's interests in matters that are unrelated to this engagement. This engagement letter does not create any general restriction on the Firm's ability to represent other clients in matters unrelated to the subject matter of this engagement, provided that any such representation does not create a conflict of interest that would impair the Firm's ability to represent Lumos in this matter.

In the event that a conflict of interest arises during the course of this engagement, the Firm will promptly notify Lumos and take all appropriate steps to address the conflict in accordance with the applicable California Rules of Professional Conduct, including, if necessary, seeking Lumos's informed written consent or, where consent is not permissible, withdrawing from the engagement.

7. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. Termination of the engagement will not relieve Lumos of its obligation to pay all professional fees and expenses incurred by the Firm through the effective date of termination, including any unbilled time and unreimbursed expenses.

In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by Lumos, including the preparation and transfer of all relevant files, documents, and materials. Upon request, the Firm will provide Lumos with its files in accordance with applicable rules of professional conduct and California law.

The Firm reserves the right to withdraw from this engagement in the event of non-payment of fees or expenses, the emergence of a conflict of interest that cannot be resolved through appropriate consent or other measures, a breakdown in the attorney-client relationship, or any other grounds permitted under the California Rules of Professional Conduct or applicable court rules. In the event the Firm determines that withdrawal is necessary, the Firm will provide Lumos with reasonable advance notice and will take all steps required under applicable rules to protect Lumos's interests during the transition.

8. No Guarantee of Outcome

Lumos acknowledges that the practice of law involves inherent uncertainty and risk. While the Firm will exercise its best professional judgment and provide vigorous advocacy on Lumos's behalf, the Firm cannot and does not guarantee any particular outcome in the investigation, any pre-litigation activities, or any litigation that may result from this engagement. The outcome of any legal matter depends on range factors, many of which are beyond the Firm's control, including the actions of opposing parties, judicial decisions, jury determinations, and the development of the evidentiary record.

Past results obtained by the Firm or its attorneys, whether in similar matters or otherwise, are not indicative of future outcomes and should not be relied upon as a prediction of the results that may be achieved in this matter.

Lumos further acknowledges and agrees that the decision to pursue or refrain from pursuing litigation, to accept or reject any settlement offer, and to take or refrain from taking any particular course of action in connection with this matter remains ultimately with Lumos, with the benefit of the Firm's professional counsel and recommendations. The Firm will provide its analysis and recommendations, but all final decisions regarding the conduct and resolution of this matter will be made by Lumos.

9. Document Retention

Upon the conclusion of this engagement, the Firm will retain the matter file in accordance with its standard document retention policies. Under the Firm's current policies, matter files are retained for a minimum of seven (7) years following the closure of the matter, unless a longer retention period is required by applicable law, regulation, or court order.

At the expiration of the applicable retention period, the Firm may destroy or dispose of the matter file, including all documents, correspondence, memoranda, work product, and other materials contained therein, without further notice to Lumos. If Lumos wishes to obtain its files or any specific materials from the matter file prior to destruction, Lumos should notify the Firm in writing, and the Firm will make arrangements for the transfer of such materials.

10. Governing Law and Dispute Resolution

This engagement letter, and the attorney-client relationship established hereby, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

In the event that any dispute arises out of or relates to this engagement letter or the Firm's representation of Lumos hereunder, including any dispute regarding fees, expenses, the scope of the engagement, or the Firm's professional obligations, such dispute shall be resolved through binding arbitration administered in San Francisco, California, in accordance with the then-current Comprehensive Arbitration Rules and Procedures of JAMS. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, failing agreement, appointed by JAMS. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines otherwise.

Nothing in this Section 10 shall be construed as a limitation on Lumos's right to file a complaint with the State Bar of California regarding any aspect of the Firm's representation.

11. Acceptance and Execution

If the foregoing terms are acceptable to Lumos, please indicate the Company's agreement by having an authorized representative sign and date this letter in the space provided below and return a fully executed copy to the Firm. The executed copy, together with the initial retainer deposit of One Hundred Fifty Thousand Dollars ($150,000.00), should be delivered to the Firm within ten (10) business days of the date of this letter.

This engagement letter, once signed by both parties, will constitute the entire agreement between the Firm and Lumos with respect to the subject matter hereof and will supersede all prior oral or written communications, understandings, and agreements relating to the engagement. This engagement letter may not be amended or modified except by a writing signed by both parties.

If you have any questions regarding any of the terms of this letter, please do not hesitate to contact either of the following:

Marcus Delgado Direct Line: (415) 392-8617

Email: mdelgado@calderwoodharkness.com

Wendy Schultz Direct Line: (415) 392-8634

Email: wschultz@calderwoodharkness.com

We look forward to working with you and the Lumos team on this important matter. We are confident that, together, we can develop and execute a strategy that effectively protects the Company's intellectual property and proprietary interests.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Partner

Date: December 15, 2022

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

LUMOS ANALYTICS INC.

By: ________

Name: Thomas Brightwell

Title: General Counsel

Date: ________

Enclosures: Standard Firm Terms of Engagement

cc: Priya Chandrasekaran, Chief Executive Officer, Lumos Analytics Inc. Catherine Bloom, Partner, Calderwood & Harkness LLP Wendy Schultz, Associate, Calderwood & Harkness LLP

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.

Timekeeper	Position	Hourly Rate
Marcus Delgado	Partner	$1,150
Catherine Bloom	Partner	$1,050
Wendy Schultz	Associate	$725
Omar Siddiqui	Associate	$575

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 392-8600 | Facsimile: (415) 392-8601
125 Broad Street, New York, New York 10004 Telephone: (212) 558-4000 | Facsimile: (212) 558-4001
www.calderwoodharkness.com
December 15, 2022
Via Email and Sundial Data Systems
Thomas Brightwell, Esq. General Counsel Lumos Analytics Inc. 4700 Orchard Parkway, Suite 300 San Jose, California 95134
Re: Engagement of Calderwood & Harkness LLP by Lumos Analytics Inc. — Investigation and Potential Litigation Regarding Trade Secret Misappropriation by Former Employees
C&H Matter Number: 1008-00005
Dear Mr. Brightwell:
Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as counsel to Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the matters described below. We are pleased by the confidence you and your colleagues have placed in our Firm, and we are committed to providing Lumos with the highest quality legal representation throughout the course of this engagement.
This letter confirms the terms and conditions of the Firm's engagement to represent Lumos in connection with the investigation of, and potential litigation arising from, the suspected misappropriation of Lumos's proprietary information and trade secrets by three former employees — Rajiv Anand, Serena Mallick, and Derek Yun — and their apparent new employer, NovaSpark Technologies Inc. ("NovaSpark"). Based on our initial discussions with you and your team, it appears that these former employees may have engaged in the unauthorized exfiltration and use of highly sensitive Lumos proprietary materials in connection with the formation and operation of NovaSpark, in apparent violation of their contractual and common-law obligations to the Company. Lumos has retained C&H effective as of the date of this letter, December 15, 2022, on the terms and conditions set forth herein.
The purpose of this engagement letter is to set forth our mutual understanding regarding the scope of the engagement, the Firm's staffing, billing arrangements, and other important terms governing our attorney-client relationship. We encourage you to review this letter carefully and to contact us with any questions before signing.
1. Scope of Engagement
1.1 Investigation Phase
The Firm will conduct a comprehensive investigation into the circumstances surrounding the departures of the following three former Lumos employees:
(a) Rajiv Anand, former Principal Engineer — ML Infrastructure, who resigned from Lumos effective September 30, 2022;
(b) Serena Mallick, former Senior Software Engineer — Data Pipelines, who resigned from Lumos effective October 14, 2022; and
(c) Derek Yun, former Machine Learning Engineer II, who resigned from Lumos effective October 21, 2022.
The investigation will focus on the suspected exfiltration of Lumos proprietary information and trade secrets by one or more of these individuals prior to, contemporaneous with, or following their respective departures. The proprietary materials at issue include, but are not limited to, the following:
(i) the LumosEdge ensemble machine-learning model architecture, including the underlying neural network topologies, hyperparameter configurations, and ensemble weighting methodologies;
(ii) proprietary feature-engineering libraries developed by Lumos's engineering teams for use in the Company's machine-learning products;
(iii) the DataStream ETL pipeline codebase, comprising Lumos's proprietary extract-transform-load data infrastructure and associated orchestration tools;
(iv) proprietary training datasets curated and maintained by Lumos, including annotated datasets, synthetic data generation methodologies, and associated metadata schemas; and
(v) confidential product roadmap materials, including specifications, design documents, and strategic planning materials relating to the unreleased LumosEdge 3.0 platform and any other proprietary product development information.
The investigation will further encompass the formation and operations of NovaSpark Technologies Inc., a Delaware corporation that, according to publicly available records, was incorporated on October 3, 2022 — only three days after the resignation of Mr. Anand and prior to the resignations of Ms. Mallick and Mr. Yun. The Firm will investigate the apparent involvement of the three former employees in NovaSpark and NovaSpark's apparent use, incorporation, or derivation of Lumos's proprietary materials in its products, services, or business operations.
As part of the investigation, the Firm will review and analyze the Proprietary Information and Inventions Assignment Agreements ("PIIAAs") executed by each of the three former employees during the course of their employment with Lumos. This analysis will encompass the restrictive covenant provisions contained in each PIIAA, including but not limited to the confidentiality and non-disclosure obligations, non-solicitation covenants, and invention-assignment obligations, as well as any other contractual provisions relevant to the former employees' post-employment obligations.
In conducting the investigation, the Firm will coordinate closely with Lumos's internal IT security team and with such third-party technical consultants as may be retained to assess the scope, timing, and methodology of any data exfiltration. The Firm will work with these resources to identify, preserve, and analyze digital evidence, including system access logs, file transfer records, email communications, removable media usage, cloud storage activity, and any other electronic evidence relevant to the suspected misappropriation.
1.2 Pre-Litigation Activities
Concurrently with or following the investigation phase, the Firm will undertake the following pre-litigation activities:
(a) Cease-and-Desist Communications. The Firm will prepare and send formal cease-and-desist letters to each of Rajiv Anand, Serena Mallick, Derek Yun, and NovaSpark Technologies Inc., demanding the immediate cessation of any use, disclosure, or exploitation of Lumos's proprietary information and trade secrets, and the return or destruction of any Lumos materials in their possession, custody, or control.
(b) Evidence Preservation and Litigation Hold. The Firm will advise Lumos on its obligations regarding the preservation of evidence, including the identification of relevant custodians, data sources, and document repositories. The Firm will assist Lumos in designing, implementing, and distributing an appropriate litigation hold notice to relevant personnel, and will provide guidance on best practices for ensuring compliance with preservation obligations throughout the course of the matter.
(c) Evaluation of Potential Claims. The Firm will evaluate and advise Lumos on the viability, strengths, and risks of potential legal claims, including but not limited to:
(i) misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11;
(ii) breach of contract, based on the PIIAAs executed by each of the three former employees;
(iii) breach of the duty of loyalty owed by the former employees to Lumos during the period of their employment;
(iv) unfair business practices under the California Unfair Competition Law, California Business and Professions Code Section 17200 et seq.;
(v) conversion of Lumos's proprietary materials; and
(vi) such other claims as may be appropriate based on the facts developed during the investigation, including any claims against NovaSpark Technologies Inc. for aiding and abetting, inducement of breach, or tortious interference.
(d) Litigation Strategy Memorandum. Upon completion of the initial investigation and claims evaluation, the Firm will prepare a comprehensive litigation strategy memorandum and case assessment for Lumos's review and consideration. This memorandum will address the factual and legal bases for potential claims, the strengths and weaknesses of Lumos's position, the likely defenses to be raised by the opposing parties, the anticipated scope and cost of litigation, potential remedies (including injunctive relief and damages), and the Firm's strategic recommendations regarding the course of action to be pursued.
1.3 Litigation Phase (if Warranted)
Upon authorization by Lumos, and in the event that the investigation and pre-litigation activities support the pursuit of formal legal proceedings, the Firm will initiate litigation in the appropriate California state or federal court on behalf of Lumos. The Firm's representation during the litigation phase will include, without limitation, the following:
(a) Commencement of Proceedings. Drafting, filing, and serving a complaint asserting Lumos's claims against the former employees and NovaSpark Technologies Inc., as well as preparing and filing any application for emergency injunctive relief, including a motion for a temporary restraining order and/or preliminary injunction seeking to prevent the continued misappropriation, use, or disclosure of Lumos's proprietary information and trade secrets pending resolution of the matter.
(b) Full Litigation Representation. Representing Lumos through all phases of the litigation, including responsive and defensive motions, law-and-motion practice, written discovery (interrogatories, requests for production of documents, and requests for admissions), depositions of fact and expert witnesses, expert retention and management, mediation or other forms of alternative dispute resolution and settlement negotiations, pre-trial proceedings, trial, and any post-trial proceedings as may be necessary.
(c) Third-Party Consultants and Experts. Retaining and managing third-party consultants and experts as needed to support the litigation, including digital forensics firms, cybersecurity consultants, software engineering experts, and damages analysts. The retention of any such third-party consultant or expert, and the estimated fees associated with such retention, will be subject to Lumos's prior written approval.
1.4 Limitations on Scope
This engagement is limited exclusively to the matters described in Sections 1.1 through 1.3 above. The Firm's representation of Lumos in any other matter, including any separate or unrelated dispute, transaction, regulatory proceeding, or other legal matter, would require a separate engagement letter executed by the Firm and Lumos.
For the avoidance of doubt, C&H is not being engaged to provide Lumos with tax advice, regulatory compliance advice, or advice regarding Lumos's corporate governance, securities disclosure obligations, or investor relations in connection with this matter. To the extent any such issues arise during the course of this engagement, the Firm will advise Lumos of the need to consult with appropriate specialized counsel.
2. Staffing and Key Personnel
The following attorneys have been assigned to this matter and will comprise the core engagement team:
Marcus Delgado — Responsible Partner. Mr. Delgado is a Partner in the Firm's intellectual Property practice. He will have overall responsibility for the engagement, including strategic direction, supervision of the engagement team, key decision-making, and management of the attorney-client relationship. Mr. Delgado will serve as the primary relationship partner for Lumos on this matter.
Catherine Bloom — Billing Partner. Ms. Bloom is a Partner in the Firm's intellectual Property practice. She will provide substantive guidance and oversight on intellectual property and trade secret issues, and will serve as the billing partner for purposes of invoicing and financial management of the engagement.
Wendy Schultz — Lead Associate. Ms. Schultz is an Associate in the Firm's intellectual Property practice. She will serve as the day-to-day lead on the engagement, with responsibility for managing the investigation, legal research, drafting of pleadings and correspondence, discovery management, and overall litigation coordination.
Omar Siddiqui — Working Associate. Mr. Siddiqui is an Associate in the Firm's intellectual Property practice. He will support the engagement team on legal research, document review, discovery, and drafting assignments as directed by the supervising partners and lead associate.
As the matter evolves, additional attorneys, paralegals, litigation support specialists, or other Firm staff may be assigned to the engagement as necessary to ensure that Lumos receives efficient and effective representation. The Firm will notify Lumos of any significant changes to the core staffing team described above and will endeavor to maintain continuity of staffing to the extent practicable.
The primary client contacts at Lumos for purposes of this engagement will be Thomas Brightwell, General Counsel. In addition, the Firm may communicate with Priya Chandrasekaran, Chief Executive Officer, and Rachel Fong, Vice President of Engineering, as needed and as authorized by Mr. Brightwell, particularly with respect to technical matters, strategic decisions, and matters requiring executive or board-level authorization.
3. Fees and Billing Arrangements
3.1 Hourly Rates
The Firm will bill for services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the attorneys initially assigned to the matter are as follows:
In the event that additional attorneys or paralegals are assigned to the engagement, their applicable hourly rates will be provided to Lumos upon their assignment. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.
Please note that the Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide Lumos with advance written notice of any changes to the hourly rates applicable to this engagement. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
3.2 Expenses and Disbursements
In addition to professional fees for attorney and paralegal time, Lumos will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses and disbursements may include, but are not limited to, the following:
(a) court filing fees and service of process fees;
(b) process server fees;
(c) deposition transcript costs, videography fees, and court reporter charges;
(d) travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with depositions, court appearances, client meetings, or other engagement-related activities;
(e) expert and consultant fees and expenses (subject to the prior approval requirements set forth below);
(f) document reproduction, printing, and scanning costs;
(g) electronic discovery vendor costs, including fees for data hosting, processing, review platform licensing, and production;
(h) overnight courier and expedited delivery charges; and
(i) computerized legal research charges (e.g., Westmark Data Systems, Calderon Systems, and similar platforms).
With respect to third-party consultant and expert fees — including, for example, digital forensics firms, cybersecurity consultants, software engineering experts, and damages analysts — such fees will be billed directly to Lumos or through C&H, as the parties may agree on a case-by-case basis. The retention of any third-party consultant or expert, and the associated estimated budget, will require Lumos's prior written approval. The Firm will provide Lumos with sufficient information regarding the qualifications, proposed scope of work, and estimated fees of any proposed consultant or expert to enable Lumos to make an informed decision regarding retention.
3.3 Retainer.  As a condition of this engagement, Lumos agrees to provide an initial retainer deposit in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Retainer"). The Retainer shall be received by the Firm within ten (10) business days of the date of this letter.
Upon receipt, the Retainer will be deposited into the Firm's Interest on Lawyers' Trust Accounts ("IOLTA") client trust account, in accordance with the requirements of the California Rules of Professional Conduct. The Retainer will be applied against the Firm's invoices for professional fees and expenses as they become due. In the event that the balance of the Retainer falls below Fifty Thousand Dollars ($50,000.00) at any time during the engagement, the Firm may request that Lumos replenish the Retainer to the original amount of $150,000.00, and Lumos agrees to do so within ten (10) business days of such request.
Any unused portion of the Retainer remaining upon the conclusion or termination of the engagement will be returned to Lumos promptly, after application of any outstanding fees and expenses.
3.4 Billing Cycle and Payment Terms
The Firm will issue detailed invoices on a monthly basis. Each invoice will include itemized time entries for each timekeeper, reflecting the date, description, and duration of services performed, as well as an itemization of expenses and disbursements incurred during the billing period.
All invoices are due and payable within thirty (30) days of the date of receipt. The Firm reserves the right to charge interest on any overdue balance at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less, commencing on the thirty-first (31st) day following receipt of the invoice.
Lumos agrees to review each invoice promptly upon receipt and to raise any questions or concerns regarding any invoice within fifteen (15) days of receipt. The Firm is committed to transparent and accurate billing, and we are happy to discuss any invoice in detail at Lumos's request.
4. Client Responsibilities
The effectiveness of the Firm's representation depends in significant part on Lumos's active cooperation and engagement throughout the course of this matter. Accordingly, Lumos agrees to the following:
(a) Cooperation and Access. Lumos will cooperate fully with the Firm, including by providing timely access to all relevant documents, data, electronic records, personnel, and information reasonably requested by the Firm in connection with the investigation and any subsequent litigation. Lumos understands that delays in providing requested information may adversely affect the Firm's ability to represent the Company effectively.
(b) Litigation Hold and Evidence Preservation. Lumos will promptly implement any litigation hold notice and evidence preservation measures recommended by the Firm, and will take all reasonable steps to ensure that relevant documents, data, and electronically stored information are preserved in their current form and not altered, deleted, or destroyed.
(c) Designation of Primary Contact. Lumos designates Thomas Brightwell, General Counsel, as the primary point of contact authorized to provide instructions to the Firm, approve budgets and expenditures, and make strategic decisions on behalf of the Company in connection with this engagement. To the extent that any decision requires additional authorization from Lumos's Board of Directors or Chief Executive Officer (Priya Chandrasekaran), Mr. Brightwell will be responsible for obtaining such authorization and communicating it to the Firm.
(d) Notification of Developments. Lumos will promptly notify the Firm of any developments relevant to the matter, including but not limited to any communications received from the former employees, NovaSpark Technologies Inc., or their legal counsel; any discovery of additional evidence of misappropriation or unauthorized use of Lumos proprietary information; and any public statements, press reports, or competitive intelligence relating to NovaSpark's activities.
5. Confidentiality and Privilege
All communications between Lumos and the Firm regarding this engagement, including oral and written communications, memoranda, analyses, strategy discussions, and work product, are intended to be and shall be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law.
The Firm will maintain the confidentiality of all information provided by Lumos in connection with this engagement, whether or not such information is specifically designated as confidential, in accordance with the California Rules of Professional Conduct, Rule 1.6, and all other applicable rules of professional conduct and ethical obligations.
Lumos, in turn, agrees to exercise reasonable care to avoid the disclosure of privileged communications or attorney work product to third parties without prior consultation with the Firm. Lumos acknowledges that the inadvertent or intentional disclosure of privileged communications or work product to third parties may result in a waiver of the attorney-client privilege or work product protection, which could have adverse consequences for Lumos's legal position in connection with this matter. The Firm will provide guidance to Lumos regarding the appropriate handling of privileged and confidential materials as needed throughout the engagement.
6. Conflicts of Interest
The Firm has conducted a thorough conflicts check in connection with this engagement, including a search of the Firm's client and matter databases for any current or former representation that could give rise to a conflict of interest. Based on the results of that conflicts check, the Firm is not presently aware of any conflict of interest that would preclude or limit its representation of Lumos in this matter.
Lumos acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in multiple jurisdictions, and that the Firm represents a broad range of clients in diverse matters across numerous practice areas. It is possible that the Firm currently represents, or may in the future represent, other clients whose interests may differ from or be adverse to Lumos's interests in matters that are unrelated to this engagement. This engagement letter does not create any general restriction on the Firm's ability to represent other clients in matters unrelated to the subject matter of this engagement, provided that any such representation does not create a conflict of interest that would impair the Firm's ability to represent Lumos in this matter.
In the event that a conflict of interest arises during the course of this engagement, the Firm will promptly notify Lumos and take all appropriate steps to address the conflict in accordance with the applicable California Rules of Professional Conduct, including, if necessary, seeking Lumos's informed written consent or, where consent is not permissible, withdrawing from the engagement.
7. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. Termination of the engagement will not relieve Lumos of its obligation to pay all professional fees and expenses incurred by the Firm through the effective date of termination, including any unbilled time and unreimbursed expenses.
In the event of termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by Lumos, including the preparation and transfer of all relevant files, documents, and materials. Upon request, the Firm will provide Lumos with its files in accordance with applicable rules of professional conduct and California law.
The Firm reserves the right to withdraw from this engagement in the event of non-payment of fees or expenses, the emergence of a conflict of interest that cannot be resolved through appropriate consent or other measures, a breakdown in the attorney-client relationship, or any other grounds permitted under the California Rules of Professional Conduct or applicable court rules. In the event the Firm determines that withdrawal is necessary, the Firm will provide Lumos with reasonable advance notice and will take all steps required under applicable rules to protect Lumos's interests during the transition.
8. No Guarantee of Outcome
Lumos acknowledges that the practice of law involves inherent uncertainty and risk. While the Firm will exercise its best professional judgment and provide vigorous advocacy on Lumos's behalf, the Firm cannot and does not guarantee any particular outcome in the investigation, any pre-litigation activities, or any litigation that may result from this engagement. The outcome of any legal matter depends on range factors, many of which are beyond the Firm's control, including the actions of opposing parties, judicial decisions, jury determinations, and the development of the evidentiary record.
Past results obtained by the Firm or its attorneys, whether in similar matters or otherwise, are not indicative of future outcomes and should not be relied upon as a prediction of the results that may be achieved in this matter.
Lumos further acknowledges and agrees that the decision to pursue or refrain from pursuing litigation, to accept or reject any settlement offer, and to take or refrain from taking any particular course of action in connection with this matter remains ultimately with Lumos, with the benefit of the Firm's professional counsel and recommendations. The Firm will provide its analysis and recommendations, but all final decisions regarding the conduct and resolution of this matter will be made by Lumos.
9. Document Retention
Upon the conclusion of this engagement, the Firm will retain the matter file in accordance with its standard document retention policies. Under the Firm's current policies, matter files are retained for a minimum of seven (7) years following the closure of the matter, unless a longer retention period is required by applicable law, regulation, or court order.
At the expiration of the applicable retention period, the Firm may destroy or dispose of the matter file, including all documents, correspondence, memoranda, work product, and other materials contained therein, without further notice to Lumos. If Lumos wishes to obtain its files or any specific materials from the matter file prior to destruction, Lumos should notify the Firm in writing, and the Firm will make arrangements for the transfer of such materials.
10. Governing Law and Dispute Resolution
This engagement letter, and the attorney-client relationship established hereby, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
In the event that any dispute arises out of or relates to this engagement letter or the Firm's representation of Lumos hereunder, including any dispute regarding fees, expenses, the scope of the engagement, or the Firm's professional obligations, such dispute shall be resolved through binding arbitration administered in San Francisco, California, in accordance with the then-current Comprehensive Arbitration Rules and Procedures of JAMS. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, failing agreement, appointed by JAMS. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines otherwise.
Nothing in this Section 10 shall be construed as a limitation on Lumos's right to file a complaint with the State Bar of California regarding any aspect of the Firm's representation.
11. Acceptance and Execution
If the foregoing terms are acceptable to Lumos, please indicate the Company's agreement by having an authorized representative sign and date this letter in the space provided below and return a fully executed copy to the Firm. The executed copy, together with the initial retainer deposit of One Hundred Fifty Thousand Dollars ($150,000.00), should be delivered to the Firm within ten (10) business days of the date of this letter.
This engagement letter, once signed by both parties, will constitute the entire agreement between the Firm and Lumos with respect to the subject matter hereof and will supersede all prior oral or written communications, understandings, and agreements relating to the engagement. This engagement letter may not be amended or modified except by a writing signed by both parties.
If you have any questions regarding any of the terms of this letter, please do not hesitate to contact either of the following:
Marcus Delgado Direct Line: (415) 392-8617
Email: mdelgado@calderwoodharkness.com
Wendy Schultz Direct Line: (415) 392-8634
Email: wschultz@calderwoodharkness.com
We look forward to working with you and the Lumos team on this important matter. We are confident that, together, we can develop and execute a strategy that effectively protects the Company's intellectual property and proprietary interests.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Partner
Date: December 15, 2022
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned is duly authorized to execute this letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
LUMOS ANALYTICS INC.
By: ________
Name: Thomas Brightwell
Title: General Counsel
Date: ________
Enclosures: Standard Firm Terms of Engagement
cc: Priya Chandrasekaran, Chief Executive Officer, Lumos Analytics Inc. Catherine Bloom, Partner, Calderwood & Harkness LLP Wendy Schultz, Associate, Calderwood & Harkness LLP
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.
Timekeeper | Position | Hourly Rate
Marcus Delgado | Partner | $1,150
Catherine Bloom | Partner | $1,050
Wendy Schultz | Associate | $725
Omar Siddiqui | Associate | $575

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

LUMOS ANALYTICS INC.

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