1008-00005 · Lumos Analytics Inc · Mediation & Settlement

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Execution Version

Dated: September 22, 2023

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of September 22, 2023 (the "Effective Date"), by and among the following parties:

LUMOS ANALYTICS INC., a Delaware corporation, with its principal place of business at 4700 Orchard Parkway, Suite 300, San Jose, California 95134 ("Lumos" or "Plaintiff");

NOVASPARK TECHNOLOGIES INC., a Delaware corporation, with its principal place of business at 88 Bluxome Street, Floor 4, San Francisco, California 94107 ("NovaSpark");

RAJIV ANAND, an individual residing in Palo Alto, California ("Anand");

SERENA MALLICK, an individual residing in San Francisco, California ("Mallick");

DEREK YUN, an individual residing in Palo Alto, California ("Yun");

NovaSpark, Anand, Mallick, and Yun are referred to herein collectively as the "Defendants." Lumos, NovaSpark, Anand, Mallick, and Yun are referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

A. Background of Lumos. Lumos Analytics Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices and headquarters located at 4700 Orchard Parkway, Suite 300, San Jose, California 95134. Lumos is a software-as-a-service ("SaaS") company specializing in artificial-intelligence-driven financial analytics designed for institutional asset managers, including mutual funds, pension funds, endowments, and sovereign wealth funds. Lumos's flagship product, marketed under the name "LumosEdge," employs proprietary ensemble machine-learning models—including deep neural networks, gradient-boosted tree models, and proprietary reinforcement-learning algorithms—for predictive signal generation in equity and fixed-income portfolio optimization. As of the date of this Agreement, Lumos employs approximately three hundred forty (340) persons, including software engineers, machine-learning researchers, data scientists, and financial-domain specialists. For the fiscal year ending December 31, 2022, Lumos reported annual recurring revenue of approximately Sixty-Seven Million Dollars ($67,000,000). Since its founding, Lumos has raised approximately One Hundred Eighty-Five Million Dollars ($185,000,000) in venture financing through its Series D preferred stock financing round, with its Series B round led by Ridgeline Ventures and its Series D round led by Northstar Growth Equity, and Lumos's proprietary technology, trade secrets, and intellectual property constitute the substantial basis of the enterprise value of the company.

B. Employment of Individual Defendants. Defendant Rajiv Anand was employed by Lumos as Principal Engineer — ML Infrastructure from March 2019 through September 30, 2022. Defendant Serena Mallick was employed by Lumos as Senior Software Engineer — Data Pipelines from June 2020 through October 14, 2022. Defendant Derek Yun was employed by Lumos as Machine Learning Engineer II from January 2021 through October 21, 2022. Upon commencement of their respective employment with Lumos, each Individual Defendant executed a Proprietary Information and Inventions Assignment Agreement (each, a "PIIAA"), which contained, among other provisions: (i) invention assignment clauses obligating the Individual Defendant to assign to Lumos all inventions, developments, and intellectual property conceived or reduced to practice during the scope of employment; (ii) confidentiality and non-disclosure provisions expressly surviving termination of employment for a period of three (3) years; (iii) a non-solicitation of employees clause prohibiting the solicitation or inducement of Lumos employees for a period of twelve (12) months following separation from Lumos; and (iv) a restrictive covenant prohibiting the use or disclosure of Lumos trade secrets at any time, without temporal limitation. The PIIAAs further require the return of all company materials, including documents, electronic files, source code, data, hardware, and other tangible and intangible property, upon termination of employment for any reason.

C. Formation of NovaSpark and Alleged Misappropriation. NovaSpark Technologies Inc. was incorporated in the State of Delaware on October 3, 2022, under Delaware File Number 7294183, Employer Identification Number 88-3291047, with its principal offices located at 88 Bluxome Street, Floor 4, San Francisco, California 94107. NovaSpark holds itself out as a provider of artificial-intelligence-driven alternative-data analytics for hedge funds and proprietary trading desks. In November 2022, NovaSpark received Twelve Million Dollars ($12,000,000) in seed-stage venture financing from Blackpine Capital Partners LP. Defendant Anand serves as Chief Executive Officer and co-founder of NovaSpark. Defendant Mallick serves as Vice President of Engineering at NovaSpark. Defendant Yun serves as a founding engineer at NovaSpark. Lumos alleges that, in connection with the formation and operation of NovaSpark, Defendants misappropriated Lumos's trade secrets and proprietary information, including without limitation: (1) the LumosEdge ensemble machine-learning model architecture, including its proprietary neural-network topology, layer configurations, attention mechanisms, and hyperparameter configurations; (2) proprietary feature-engineering libraries containing two thousand eight hundred forty-seven (2,847) individually engineered features for financial signal generation across equity and fixed-income markets; (3) the "DataStream" extract-transform-load ("ETL") pipeline codebase and accompanying data-schema definitions covering ingestion, normalization, and integration of data from forty-three (43) alternative-data vendors; (4) a curated and labeled training dataset of approximately fourteen and six-tenths (14.6) terabytes of historical financial and alternative data used to train and validate LumosEdge models; and (5) confidential LumosEdge 3.0 product roadmap documents, consisting of thirty-seven (37) pages of strategic planning, feature specifications, and competitive analysis (collectively, the "Lumos Trade Secrets").

D. The Litigation. On January 19, 2023, Lumos filed a Verified Complaint for Damages, Injunctive Relief, and Other Equitable Relief in the Superior Court of the State of California, County of Santa Clara, designated as Case No. 23-CV-004871 (the "Action"), which was assigned to the Honorable David Rutherford, Judge of the Superior Court. In the Verified Complaint, Lumos asserted the following causes of action against one or more Defendants: (1) misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11; (2) breach of contract arising from the PIIAAs; (3) breach of the duty of loyalty owed by the Individual Defendants to Lumos during their respective periods of employment; (4) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.; and (5) conversion of Lumos's proprietary data and materials. On January 23, 2023, following an ex parte application by Lumos, the Court granted a Temporary Restraining Order prohibiting Defendants from using, disclosing, or destroying any Lumos Trade Secrets. On February 17, 2023, following a contested hearing at which counsel for all parties appeared and presented evidence and argument, the Court issued a Preliminary Injunction Order imposing restrictions on Defendants' use and handling of Lumos Trade Secrets pending resolution of the Action. On March 8, 2023, the Parties stipulated to the appointment of Brindoval Digital Forensics LLC ("Brindoval"), located at 1901 Harrison Street, Suite 600, Oakland, California 94612, as the neutral forensic examiner in the Action. Pursuant to the parties' stipulation and the Court's order, Brindoval conducted forensic imaging of Defendants' systems, devices, cloud accounts, and repositories from March 22, 2023, through April 14, 2023, and thereafter issued a Preliminary Forensic Report on May 1, 2023, identifying certain Lumos-origin materials on Defendants' systems. Fact depositions were taken of Defendant Anand on May 15, 2023, Defendant Mallick on June 7, 2023, and Defendant Yun on June 22, 2023. In the Action, Lumos is represented by the law firm of Calderwood & Harkness LLP, and Defendants are represented by the law firm of Whitfield, Raines & Gerber LLP.

E. Mediation and Settlement. On September 6, 2023, the Parties and their respective counsel participated in a full-day mediation session before the Honorable Eleanor Voss (Ret.) of Tidewater Mediation Group, conducted at 160 West Santa Clara Street, Suite 1050, San Jose, California 95113. Following extensive negotiations facilitated by Judge Voss, the Parties reached a settlement in principle on September 6, 2023, as memorialized in a handwritten term sheet executed by all Parties and their counsel on that date. The Parties now desire to memorialize the complete terms and conditions of their agreement in this Settlement Agreement and Mutual Release and to resolve the Action fully and finally, together with all claims, counterclaims, disputes, and controversies that were or could have been asserted in the Action.

F. Defendants' Denial. Defendants deny each and every allegation of liability, wrongdoing, or misconduct asserted in the Action and deny that they have misappropriated any Lumos Trade Secrets, breached any contractual obligation, violated any duty of loyalty, engaged in any unfair business practice, or committed any act of conversion. Defendants enter into this Agreement solely to avoid the substantial cost, burden, distraction, and uncertainty of continued litigation. Nothing in this Agreement, including the payment of the Settlement Payment, the entry of the Stipulated Permanent Injunction, the performance of the Forensic Remediation, or any other obligation assumed hereunder, shall constitute or be construed as an admission of liability, wrongdoing, or fault by any Defendant, and no Party shall use or refer to this Agreement or any provision hereof as evidence of an admission of liability in any proceeding.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used in this Agreement are defined in the Recitals or elsewhere in the body of this Agreement, and such definitions are equally applicable to the singular and plural forms of the terms defined.

Section 1.1 "Action" means the civil action pending in the Superior Court of the State of California, County of Santa Clara, captioned Lumos Analytics Inc. v. NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun, Case No. 23-CV-004871, and all proceedings, motions, orders, and matters therein.

Section 1.2 "Agreement" or "Settlement Agreement" means this Settlement Agreement and Mutual Release, together with all exhibits attached hereto and incorporated herein by reference, as the same may be amended in accordance with Section 12.2.

Section 1.3 "Confidential Information" has the meaning ascribed to that term in the PIIAAs executed by each Individual Defendant upon hire at Lumos, and includes, without limitation, all information designated as confidential, proprietary, or trade secret thereunder.

Section 1.4 "Court" means the Superior Court of the State of California, County of Santa Clara, the Honorable David Rutherford presiding, in which the Action is pending.

Section 1.5 "Brindoval" means Brindoval Digital Forensics LLC, a California limited liability company with offices at 1901 Harrison Street, Suite 600, Oakland, California 94612, which was appointed as the neutral forensic examiner in the Action pursuant to the Parties' stipulation dated March 8, 2023, and the Court's order entered in connection therewith.

Section 1.6 "Effective Date" means September 22, 2023, the date on which this Agreement is fully executed by all Parties.

Section 1.7 "Forensic Remediation" has the meaning ascribed to that term in Article IV of this Agreement.

Section 1.8 "Individual Defendants" means Rajiv Anand, Serena Mallick, and Derek Yun, collectively, and "Individual Defendant" means any one of them.

Section 1.9 "Lumos Trade Secrets" means all proprietary and confidential information of Lumos, including without limitation: (i) the LumosEdge ensemble machine-learning model architecture, including its proprietary neural-network topology, layer configurations, activation functions, attention mechanisms, and hyperparameter configurations; (ii) proprietary feature-engineering libraries containing two thousand eight hundred forty-seven (2,847) individually engineered features for financial signal generation across equity and fixed-income asset classes; (iii) the DataStream ETL pipeline codebase and accompanying data-schema definitions covering ingestion, cleansing, normalization, and integration of data from forty-three (43) alternative-data vendors; (iv) curated and labeled training datasets of approximately fourteen and six-tenths (14.6) terabytes of historical financial and alternative data used for training, validation, and testing of LumosEdge machine-learning models; (v) confidential product roadmap documents for the period 2023–2025, including the LumosEdge 3.0 specifications, strategic planning memoranda, and competitive analysis materials; and (vi) any other information qualifying as a trade secret under the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11, that was developed, owned, or used by Lumos in connection with its business operations.

Section 1.10 "Meridian" means Meridian Cybersecurity Advisors Inc., a California corporation with offices at 2100 Geng Road, Suite 210, Palo Alto, California 94303, which serves as Lumos's technical and cybersecurity consultant in connection with the matters described in this Agreement.

Section 1.11 "PIIAA" means the Proprietary Information and Inventions Assignment Agreement executed by each Individual Defendant upon commencement of employment at Lumos, containing, among other provisions, restrictive covenants regarding confidentiality, non-disclosure, invention assignment, non-solicitation of employees, and the return of company materials upon termination.

Section 1.12 "Settlement Payment" has the meaning ascribed to that term in Section 2.1 of this Agreement.

Section 1.13 "Stipulated Permanent Injunction" has the meaning ascribed to that term in Article III of this Agreement.

ARTICLE II — SETTLEMENT PAYMENT

Section 2.1 Amount. In consideration of the releases, covenants, and other obligations set forth in this Agreement, NovaSpark shall pay to Lumos a lump-sum settlement payment in the amount of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000.00) (the "Settlement Payment"). The Settlement Payment shall constitute the total monetary consideration payable by Defendants to Lumos under this Agreement, subject to the separate forensic cost allocation set forth in Section 4.6.

Section 2.2 Payment Deadline. The Settlement Payment shall be due and payable in full within thirty (30) calendar days of the Effective Date, that is, no later than October 22, 2023. Time is of the essence with respect to the payment obligation set forth in this Section.

Section 2.3 Method of Payment. The Settlement Payment shall be made by wire transfer of immediately available funds in United States dollars to a bank account designated in writing by Lumos or its counsel, Calderwood & Harkness LLP. Lumos shall provide complete wire transfer instructions to Defendants' counsel, Whitfield, Raines & Gerber LLP, within five (5) business days of the Effective Date. Such wire instructions shall be substantially in the form set forth in Exhibit B attached hereto. The Settlement Payment shall be deemed received on the date the funds are credited to the designated account. NovaSpark shall bear all wire transfer fees and bank charges associated with the transmission of the Settlement Payment.

Section 2.4 Late Payment. In the event that the Settlement Payment is not received in full by Lumos on or before October 22, 2023, the unpaid amount shall accrue interest at the rate of ten percent (10%) per annum, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual receipt by Lumos. In the event that the Settlement Payment, together with any accrued interest, is not received in full within ten (10) business days after the due date of October 22, 2023, Lumos may, at its sole election: (a) enforce the full amount of the Settlement Payment and accrued interest as a judgment in the Court or any court of competent jurisdiction, and Defendants hereby consent to the entry of such judgment; (b) pursue all available legal and equitable remedies for Defendants' breach, including the reopening of the Action and the pursuit of all claims asserted therein; or (c) exercise any combination of the foregoing remedies. The exercise of any remedy under this Section shall not constitute an election of remedies or waiver of any other right or remedy available to Lumos under this Agreement, at law, or in equity.

Section 2.5 Joint and Several Liability. The obligation to make the Settlement Payment, including any interest accruing thereon pursuant to Section 2.4, is a joint and several obligation of NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun. Lumos may enforce the Settlement Payment obligation against any one or more Defendants, jointly or severally, without being required to proceed first against any particular Defendant or to exhaust any remedy against any other Defendant.

Section 2.6 Tax Treatment. Each Party shall be solely responsible for the payment of any and all taxes, including federal, state, and local income taxes, self-employment taxes, and any other taxes or assessments, arising from or attributable to the Settlement Payment or any other consideration received by such Party under this Agreement. NovaSpark shall issue such tax reporting documentation (including, if applicable, IRS Form 1099) as may be required by applicable law in connection with the Settlement Payment. No Party makes any representation or warranty to any other Party regarding the tax treatment or tax consequences of the Settlement Payment or any other aspect of this Agreement, and each Party acknowledges that it has been advised to consult with its own tax advisors regarding such matters.

ARTICLE III — STIPULATED PERMANENT INJUNCTION

Section 3.1 Consent to Injunction. Defendants hereby consent to the entry of a Stipulated Permanent Injunction substantially in the form attached hereto as Exhibit A (the "Stipulated Permanent Injunction"). Within fifteen (15) calendar days of the Effective Date, the Parties, through their respective counsel, shall execute and jointly file with the Court a stipulation requesting that the Honorable David Rutherford enter the Stipulated Permanent Injunction as an order of the Court in Case No. 23-CV-004871. Defendants waive any right to oppose, contest, or appeal the entry of the Stipulated Permanent Injunction and agree to take all actions reasonably necessary to facilitate its prompt entry by the Court.

Section 3.2 Scope of Injunction. The Stipulated Permanent Injunction shall provide that Defendants—NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun—and their respective officers, agents, servants, employees, attorneys, successors, and assigns, and all persons acting in concert or participation with any of them, are permanently enjoined and restrained from directly or indirectly possessing, using, disclosing, copying, reproducing, distributing, transmitting, reverse-engineering, decompiling, or otherwise exploiting any Lumos Trade Secrets, including without limitation all five categories of proprietary information specifically identified in Section 1.9 of this Agreement. The Stipulated Permanent Injunction shall further provide that Defendants are permanently enjoined from using any Lumos Trade Secrets to develop, enhance, train, validate, or test any product, algorithm, model, data pipeline, feature library, or service offered by NovaSpark or any other entity.

Section 3.3 Survival. The Stipulated Permanent Injunction shall survive the dismissal of the Action with prejudice and shall remain in full force and effect as a standalone order of the Court, enforceable through contempt proceedings and such other remedies as the Court may deem appropriate. The Court shall retain continuing jurisdiction to enforce the Stipulated Permanent Injunction, to modify its terms upon motion by any Party for good cause shown, and to adjudicate any alleged violation thereof. The Parties acknowledge that the Stipulated Permanent Injunction is a material inducement to Lumos's entry into this Agreement and that any violation of the Stipulated Permanent Injunction shall constitute a material breach of this Agreement.

ARTICLE IV — FORENSIC REMEDIATION

Section 4.1 Scope of Remediation. Defendants shall cooperate fully and in good faith with Brindoval Digital Forensics LLC in conducting a complete forensic remediation (the "Forensic Remediation"), consisting of the verified, permanent deletion and destruction of all Lumos Trade Secrets and all other Lumos proprietary materials, in any form, from each of the following locations and systems:

(a) all NovaSpark servers, computer systems, workstations, code repositories (including, without limitation, all Aldermere Data Systems, Aldermere Software, Strathmore Solutions, or other version-control repositories), internal networks, backup systems, development environments, staging environments, production environments, and any other NovaSpark-controlled information technology infrastructure;

(b) all personal devices of each Individual Defendant, including without limitation laptops, desktop computers, tablets, mobile phones, external hard drives, USB flash drives, and other external storage media, specifically including the Glenrock Industries USB drive bearing serial number WD-4837291 currently in the possession of Defendant Mallick;

(c) all cloud storage accounts, email accounts, and online services used by Defendants that contain or may contain Lumos Trade Secrets or Lumos proprietary materials, including but not limited to Defendant Anand's personal Hollowell Health IT account, Defendant Yun's personal Larkspur Technologies account, and Defendant Anand's personal email account (r.anand.personal@vaultmail.com), as well as any NovaSpark corporate cloud accounts (including Ridgeway Industries, Aldermere Technologies, or Crestline Systems instances); and

(d) any other location, device, account, repository, or storage medium identified by Brindoval during the course of the Forensic Remediation as containing or potentially containing Lumos Trade Secrets or Lumos proprietary materials.

The Forensic Remediation shall include the secure wiping or destruction of all identified files, the overwriting of deleted data where technically feasible, and the verification through forensic analysis that no recoverable copies of Lumos Trade Secrets remain on any remediated system or device.

Section 4.2 Timeline. The Forensic Remediation shall commence within fifteen (15) calendar days of the Effective Date and shall be completed within forty-five (45) calendar days of the Effective Date, that is, no later than November 6, 2023. Upon completion of the Forensic Remediation, Brindoval shall issue a written certification (the "Final Forensic Remediation Certification") confirming that all Lumos Trade Secrets and Lumos proprietary materials have been permanently deleted, destroyed, or otherwise rendered unrecoverable from all systems, devices, accounts, and locations identified in Section 4.1. In the event that Brindoval determines, in its professional judgment, that additional time is required to complete the Forensic Remediation due to technical complexity or newly discovered repositories or devices, Brindoval shall provide written notice to the Parties, and the deadline shall be extended by a reasonable period not to exceed an additional thirty (30) calendar days.

Section 4.3 Oversight by Meridian. Meridian Cybersecurity Advisors Inc., through its designated representative Naveen Kapoor, Senior Consultant, shall have the right to oversee and independently verify the completeness and thoroughness of the Forensic Remediation conducted by Brindoval. Defendants shall provide Meridian with reasonable access to observe the remediation process, including physical presence during on-site deletion procedures and remote access to monitor cloud-based remediation activities, subject to reasonable scheduling coordination. Meridian's role is advisory and verificatory; the primary responsibility for conducting the Forensic Remediation shall remain with Brindoval. Any disagreement between Brindoval and Meridian regarding the completeness of the Forensic Remediation shall be resolved by Brindoval in its professional judgment, provided that Meridian's written objections, if any, shall be included in the Final Forensic Remediation Certification and brought to the attention of the Parties.

Section 4.4 Lead Forensic Personnel. Brindoval shall conduct the Forensic Remediation under the direction of Dr. Irene Chow, Managing Director and Lead Forensic Examiner, and Kevin Barr, Senior Forensic Analyst. Brindoval may utilize additional qualified forensic personnel as necessary to complete the Forensic Remediation within the timeline set forth in Section 4.2, provided that Dr. Chow or Mr. Barr shall maintain supervisory responsibility over all aspects of the engagement.

Section 4.5 Cooperation Obligations. Defendants shall provide Brindoval with all passwords, credentials, encryption keys, decryption tools, multi-factor authentication codes, access tokens, and any other information or access necessary for Brindoval to conduct and complete the Forensic Remediation in a thorough and timely manner. Defendants shall make all devices and accounts subject to the Forensic Remediation available at times reasonably designated by Brindoval and shall respond promptly to all requests for information or access from Brindoval or Meridian. Each Individual Defendant shall execute such authorizations and releases as Brindoval may reasonably request to access cloud-hosted accounts and services. Failure by any Defendant to cooperate fully with the Forensic Remediation, including any refusal or unreasonable delay in providing access or information, shall constitute a material breach of this Agreement.

Section 4.6 Cost Allocation. The total fees of Brindoval Digital Forensics LLC for all services rendered in connection with the Action, including the forensic imaging conducted from March 22 through April 14, 2023, the issuance of the Preliminary Forensic Report dated May 1, 2023, and the Forensic Remediation contemplated by this Article IV, are Two Hundred Eighteen Thousand Six Hundred Dollars ($218,600.00). Defendants shall bear sixty percent (60%) of Brindoval's total fees, in the amount of One Hundred Thirty-One Thousand One Hundred Sixty Dollars ($131,160.00). Lumos shall bear forty percent (40%) of Brindoval's total fees, in the amount of Eighty-Seven Thousand Four Hundred Forty Dollars ($87,440.00). Each Party shall pay its allocated share directly to Brindoval within thirty (30) calendar days of receipt of Brindoval's final invoice for services rendered. The obligations under this Section 4.6 are independent of the Settlement Payment obligation set forth in Article II.

ARTICLE V — RESTRICTIVE COVENANTS AND ONGOING OBLIGATIONS

Section 5.1 Personal Trade Secret Covenant (Five-Year). Each Individual Defendant—Rajiv Anand, Serena Mallick, and Derek Yun—hereby personally covenants and agrees that, for a period of five (5) years from the Effective Date, that is, through September 22, 2028, he or she shall not, directly or indirectly, use, disclose, reference, incorporate, rely upon, derive from, or otherwise exploit any Lumos Trade Secrets in any future employment, venture, startup, consulting engagement, advisory role, academic research, publication, or other professional or personal activity. This restrictive covenant applies regardless of whether the Individual Defendant remains employed by or affiliated with NovaSpark and regardless of the capacity in which the Individual Defendant acts. Each Individual Defendant acknowledges that this covenant is reasonable in scope, duration, and geographic reach in light of the nature and value of the Lumos Trade Secrets, the harm to Lumos caused by their alleged misappropriation, and the other consideration provided to Defendants under this Agreement. In the event of any breach of this Section 5.1, the five-year restricted period shall be tolled for the duration of such breach and shall resume running upon the cessation of the breach.

Section 5.2 NovaSpark Independent Development Obligation. NovaSpark Technologies Inc. may continue to conduct its business operations and to develop, market, and sell its products and services, provided that NovaSpark shall develop any competing or other products, algorithms, models, features, data pipelines, and services using only independently created technology, publicly available information, publicly available open-source software, and data lawfully obtained from third-party sources. NovaSpark shall not use, reference, incorporate, reverse-engineer, or derive any aspect of its products, services, technology, or operations from the Lumos Trade Secrets. NovaSpark shall establish and maintain contemporaneous documentation and records sufficient to demonstrate the independent development of its technology, including design documents, engineering notes, commit histories, code-review records, and third-party data-licensing agreements. Such documentation shall be maintained for a period of not less than five (5) years from the Effective Date and shall be made available to Brindoval upon request in connection with any audit conducted pursuant to Section 5.3.

Section 5.3 Audit Rights. For a period of eighteen (18) months from the Effective Date, that is, through March 22, 2025, Brindoval Digital Forensics LLC shall have the right, upon not less than fifteen (15) business days' prior written notice to NovaSpark and its counsel, to conduct audits of NovaSpark's systems, servers, code repositories, development environments, and related documentation to verify NovaSpark's compliance with the independent development obligation set forth in Section 5.2 and the Stipulated Permanent Injunction entered pursuant to Article III. Such audits may include, without limitation, forensic analysis of source code, review of version-control commit logs, examination of data provenance records, and interviews of NovaSpark engineering personnel. Audits shall be conducted during normal business hours and in a manner reasonably designed to minimize disruption to NovaSpark's business operations. The costs of any such audit shall be borne by Lumos, unless the audit reveals a material violation of Section 5.2 or the Stipulated Permanent Injunction, in which case NovaSpark shall bear the full cost of the audit revealing such violation. NovaSpark shall cooperate fully and in good faith with any audit conducted pursuant to this Section, including by providing timely access to systems, personnel, and documentation, and failure to cooperate shall constitute a material breach of this Agreement. Brindoval shall maintain the confidentiality of all NovaSpark proprietary information reviewed during any audit and shall not disclose NovaSpark trade secrets or proprietary business information to Lumos except to the extent necessary to report the results of the audit and any findings of non-compliance.

Section 5.4 Survival of PIIAA Provisions. Nothing in this Agreement is intended to, or shall be construed to, limit, supersede, extinguish, or modify any obligation of any Individual Defendant under his or her PIIAA that survives termination of employment, including without limitation the three-year post-termination confidentiality and non-disclosure provision and the twelve-month post-separation non-solicitation of employees clause, each of which restrictive covenant obligation shall survive independently of this Agreement and shall remain fully enforceable in accordance with its terms. To the extent any provision of this Agreement imposes obligations that are more protective of Lumos's interests than the corresponding provisions of the PIIAAs, the more protective provision shall control. To the extent any provision of the PIIAAs imposes obligations that are more protective of Lumos's interests than the corresponding provisions of this Agreement, the PIIAA provision shall remain in full force and effect. In no event shall the execution of this Agreement be deemed a waiver, release, or modification of any surviving obligation under any PIIAA.

ARTICLE VI — MUTUAL RELEASES

Section 6.1 Release by Lumos. Effective upon both (a) receipt by Lumos of the Settlement Payment in full in accordance with Article II and (b) issuance by Brindoval of the Final Forensic Remediation Certification in accordance with Section 4.2, Lumos, on behalf of itself and its officers, directors, shareholders, employees, agents, parents, subsidiaries, affiliates, predecessors, successors, and assigns, hereby releases and forever discharges Defendants—NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun—and each of their respective heirs, executors, administrators, personal representatives, successors, assigns, officers, directors, employees, agents, and attorneys (including the law firm of Whitfield, Raines & Gerber LLP and each of its partners, associates, and staff), from any and all claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, demands, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, at law or in equity, that Lumos ever had, now has, or may hereafter have against Defendants, arising from, relating to, or in any way connected with the facts, circumstances, transactions, occurrences, claims, and causes of action alleged in or that could have been alleged in the Action.

Notwithstanding the foregoing, this release shall not release, waive, or discharge:

(a) any obligation of any Defendant under this Agreement, including without limitation the obligation to make the Settlement Payment, to cooperate with the Forensic Remediation, and to comply with the restrictive covenants set forth in Article V;

(b) any obligation of any Defendant under the Stipulated Permanent Injunction entered pursuant to Article III;

(d) any claim arising from any Defendant's breach of this Agreement.

Section 6.2 Release by Defendants. Effective upon the Effective Date, each Defendant—NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun—on behalf of itself or himself or herself, and on behalf of its or his or her respective heirs, executors, administrators, personal representatives, successors, assigns, officers, directors, employees, agents, and attorneys, hereby releases and forever discharges Lumos Analytics Inc. and its officers, directors, shareholders, employees, agents, parents, subsidiaries, affiliates, predecessors, successors, assigns, investors (including Ridgeline Ventures and its general partners, limited partners, officers, directors, and employees, and Northstar Growth Equity and its general partners, limited partners, officers, directors, and employees), and attorneys (including the law firm of Calderwood & Harkness LLP and each of its partners, associates, and staff), from any and all claims, counterclaims, cross-claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, demands, and liabilities of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, at law or in equity, that any Defendant ever had, now has, or may hereafter have against Lumos or the other released parties, arising from, relating to, or in any way connected with the Action, the employment of the Individual Defendants by Lumos, the termination of such employment, or the subject matter of this Agreement.

Notwithstanding the foregoing, this release shall not release, waive, or discharge any obligation of Lumos under this Agreement.

Section 6.3 Waiver of Unknown Claims — California Civil Code § 1542. Each Party acknowledges that it is familiar with and has been advised by its counsel regarding the provisions of Section 1542 of the California Civil Code, which provides:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party, having been so advised, hereby expressly waives and relinquishes any and all rights and benefits that it or he or she may have under Section 1542 of the California Civil Code, or under any other statute, rule, or legal principle of similar effect under federal law or the law of any state or jurisdiction. Each Party acknowledges that it or he or she may discover facts in addition to or different from those that it or he or she now knows or believes to be true with respect to the matters released herein and agrees that the releases set forth in this Article VI shall remain in full force and effect notwithstanding such discovery, and that such releases are and shall remain a full and complete release of all claims covered thereby, regardless of any such additional or different facts.

ARTICLE VII — DISMISSAL OF ACTION

Section 7.1 Stipulation for Dismissal. Within five (5) business days following the satisfaction of both of the following conditions: (a) receipt by Lumos of the Settlement Payment in full in accordance with Article II, and (b) issuance by Brindoval of the Final Forensic Remediation Certification in accordance with Section 4.2, the Parties, through their respective counsel, shall execute and file with the Court a Stipulation and Proposed Order of Dismissal with Prejudice of the entire Action, including all claims, counterclaims, and cross-claims asserted or that could have been asserted therein, with each side to bear its own costs of suit and attorneys' fees except as otherwise expressly provided in this Agreement. In the event that the Court requires a hearing or other proceeding in connection with the dismissal, the Parties and their respective counsel shall appear and cooperate to secure the dismissal.

Section 7.2 Retention of Jurisdiction. The Stipulation and Proposed Order of Dismissal with Prejudice shall include a provision, and the Parties hereby stipulate, that the Court shall retain jurisdiction over the Parties and the subject matter of the Action for the purpose of enforcing the Stipulated Permanent Injunction entered pursuant to Article III and the terms of this Agreement, pursuant to California Code of Civil Procedure Section 664.6. The Parties consent to the Court's retention of such jurisdiction and waive any objection thereto.

ARTICLE VIII — NON-DISPARAGEMENT

Section 8.1 Mutual Non-Disparagement Covenant. Each Party covenants and agrees that it or he or she shall not, directly or indirectly, make, publish, cause to be made or published, ratify, or authorize any statement, whether written or oral, that disparages, defames, impugns the character or reputation of, or casts in an unfavorable light any other Party to this Agreement, or any such Party's officers, directors, employees, founders, products, services, technology, business practices, financial condition, investors, or business prospects. This covenant extends to, without limitation, statements made to members of the press or media, investors, potential investors, customers, prospective customers, business partners, employees, prospective employees, conference attendees, industry analysts, and statements made on social media platforms, blogs, podcasts, interviews, online forums, or any other public or semi-public communication channel.

Section 8.2 Permitted Disclosures. Nothing in this Article VIII shall restrict or prohibit any Party from: (a) making truthful statements required by applicable law, rule, or regulation, including without limitation statements made in response to a subpoena, court order, regulatory inquiry, or governmental investigation; (b) making truthful statements in connection with the enforcement of this Agreement, the Stipulated Permanent Injunction, or any surviving PIIAA obligation; (c) communicating with legal counsel, accountants, tax advisors, or financial advisors on a confidential basis in the ordinary course; or (d) making statements that the Parties have mutually agreed upon in writing.

ARTICLE IX — CONFIDENTIALITY

Section 9.1 Confidentiality of Settlement Terms. The Parties agree that the terms of this Agreement, including without limitation the Settlement Payment amount and all other financial terms, the terms of the Forensic Remediation, and the specific restrictive covenant provisions herein, are confidential and shall not be disclosed by any Party to any third party, except as follows:

(a) to the Parties' respective legal counsel—Calderwood & Harkness LLP (for Lumos) and Whitfield, Raines & Gerber LLP (for Defendants)—who have a need to know in connection with the implementation and enforcement of this Agreement;

(b) to the Parties' respective accountants and tax advisors, as reasonably necessary for tax compliance and financial reporting purposes, provided that such persons are advised of the confidential nature of this Agreement and agree to maintain its confidentiality;

(c) to Lumos's board of directors, including the board representatives of Ridgeline Ventures (Helen Trask, Board Observer) and Northstar Growth Equity (Jonathan Holt, Board Member), to the extent reasonably necessary for corporate governance, financial reporting, or investor relations purposes;

(d) to NovaSpark's investors, including Blackpine Capital Partners LP (Franklin Osei, Managing Partner), to the extent required by NovaSpark's contractual obligations to such investors, including any information rights, reporting obligations, or consent requirements under NovaSpark's governing documents or investor agreements;

(e) as required by applicable law, regulation, subpoena, court order, or other legal process, provided that the disclosing Party shall, to the extent legally permissible, provide the other Parties with reasonable advance written notice of such required disclosure and cooperate in any effort to obtain a protective order or other appropriate remedy to preserve the confidentiality of this Agreement; and

(f) the Stipulated Permanent Injunction, which shall be filed as a public court document in the Action and is not subject to the confidentiality provisions of this Article IX.

Section 9.2 Public Statements. Any public statement by any Party regarding the resolution of the Action, whether made to the press, media, investors, customers, employees, or any other audience, shall be limited to stating that "the matter has been resolved to the mutual satisfaction of the parties," or such other statement as the Parties may mutually agree upon in writing. No Party shall disclose the Settlement Payment amount, the specific terms of the Forensic Remediation, or the specific restrictive covenants set forth herein in any public statement without the prior written consent of all other Parties.

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 Authority. Each Party represents and warrants that it or he or she has the full legal right, power, and authority to enter into this Agreement and to perform its or his or her obligations hereunder. NovaSpark Technologies Inc. represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized by all requisite corporate action, including approval by its board of directors, and that the person executing this Agreement on behalf of NovaSpark is duly authorized to do so. Each Individual Defendant represents and warrants that he or she is entering into this Agreement voluntarily, with full knowledge and understanding of its terms and consequences, and without duress, coercion, or undue influence.

Section 10.2 No Assignment of Claims. Each Party represents and warrants that it or he or she has not heretofore assigned, transferred, conveyed, subrogated, or otherwise disposed of any claim, demand, cause of action, or right of action released or to be released herein, in whole or in part, to any person, entity, or other third party.

Section 10.3 Advice of Counsel. Each Party acknowledges and represents that it or he or she has been represented by experienced legal counsel in connection with the negotiation, drafting, and execution of this Agreement and has had the opportunity to consult fully with such counsel regarding the terms and legal effect of this Agreement. Lumos has been represented by Calderwood & Harkness LLP, specifically by Marcus Delgado, Responsible Partner; Catherine Bloom, Billing Partner; Wendy Schultz, Lead Associate; and Omar Siddiqui, Working Associate. Defendants have been represented by Whitfield, Raines & Gerber LLP, specifically by Patricia Whitfield, Lead Partner, and Samuel Gerber, Senior Associate. Each Party further acknowledges that it or he or she has read and fully understands all of the provisions of this Agreement and is voluntarily entering into this Agreement with full knowledge of its terms and their legal significance.

Section 10.4 No Undisclosed Materials. Defendants represent and warrant that they have disclosed to Brindoval Digital Forensics LLC the location, identity, and nature of all Lumos Trade Secrets and Lumos proprietary materials in their possession, custody, or control as of the Effective Date, including all devices (whether corporate or personal), cloud storage accounts, email accounts, code repositories, physical storage media, printed materials, and any other tangible or intangible media on which such materials are stored. This representation is a material inducement to Lumos's entry into this Agreement, and any breach of this representation shall constitute a material breach of this Agreement.

ARTICLE XI — BREACH AND REMEDIES

Section 11.1 Material Breach. The following shall each constitute a material breach of this Agreement: (a) any failure by any Defendant to make the Settlement Payment in accordance with Article II; (b) any breach of the restrictive covenants set forth in Article V, including the personal trade secret covenant in Section 5.1 and the independent development obligation in Section 5.2; (c) any violation by any Defendant of the Stipulated Permanent Injunction entered pursuant to Article III; (d) any failure by any Defendant to cooperate fully with the Forensic Remediation as required by Article IV; (e) any breach of the representation and warranty set forth in Section 10.4 regarding undisclosed materials; and (f) any breach of the confidentiality provisions set forth in Article IX or the non-disparagement provisions set forth in Article VIII, provided that a breach of Article VIII or Article IX shall be material only if it causes or is reasonably likely to cause material harm to the non-breaching Party.

Section 11.2 Remedies. In the event of a material breach of this Agreement by any Defendant, Lumos shall be entitled, in addition to any other remedy available at law or in equity, to: (a) specific performance of the breaching Defendant's obligations under this Agreement, it being acknowledged that monetary damages alone would be inadequate to compensate Lumos for a breach of the restrictive covenants, the Stipulated Permanent Injunction, or the Forensic Remediation obligations; (b) temporary, preliminary, and permanent injunctive relief, without the requirement of posting any bond or other security; (c) recovery of all damages sustained by Lumos as a result of such breach, including direct damages, consequential damages, and lost profits; and (d) recovery of all reasonable attorneys' fees, costs, and expenses incurred by Lumos in enforcing this Agreement or any provision hereof. In the event of a material breach of this Agreement by Lumos, Defendants shall be entitled to specific performance of Lumos's obligations under this Agreement and to recovery of all reasonable attorneys' fees, costs, and expenses incurred by Defendants in enforcing this Agreement.

Section 11.3 Cumulative Remedies. All rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any other rights or remedies provided by law, equity, or any other agreement. The exercise of any one remedy shall not preclude the exercise of any other remedy, and no delay or failure in exercising any remedy shall constitute a waiver thereof.

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 Entire Agreement. This Agreement, together with all Exhibits attached hereto and incorporated herein by reference, including the Stipulated Permanent Injunction (Exhibit A) and the wire transfer instructions (Exhibit B), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, discussions, representations, warranties, commitments, and agreements, whether written or oral, relating to the subject matter hereof, including the handwritten term sheet executed on September 6, 2023. Notwithstanding the foregoing, the PIIAAs executed by each Individual Defendant remain in full force and effect to the extent their provisions survive termination of employment, as set forth in Section 5.4.

Section 12.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing executed by all Parties or their duly authorized representatives. No oral amendment, modification, or waiver shall be effective for any purpose.

Section 12.3 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal substantive laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws principles that would cause the application of the laws of any other jurisdiction.

Section 12.4 Jurisdiction and Venue. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the Superior Court of the State of California, County of Santa Clara. Each Party hereby irrevocably consents to the personal jurisdiction of such court, waives any objection to the laying of venue in such court, and waives any claim that any action or proceeding brought in such court has been brought in an inconvenient forum.

Section 12.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission (including by PDF, Brightwater Software, or similar electronic signature platform) or facsimile shall be deemed to be, and shall have the same force and effect as, execution and delivery of an original.

Section 12.6 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated thereby. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the intended economic, business, and legal purposes of the invalid or unenforceable provision.

Section 12.7 No Third-Party Beneficiaries. Except as expressly set forth in this Agreement, including the release of the Parties' respective counsel, investors, agents, and other specified persons and entities in Article VI, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity that is not a Party to this Agreement.

Section 12.8 Waiver. The failure of any Party to enforce any provision of this Agreement at any time, or the failure to require at any time performance by any other Party of any provision of this Agreement, shall in no way be construed as a present or future waiver of such provision or of the right of any Party thereafter to enforce each and every such provision. Any express waiver of any provision of this Agreement shall not constitute a waiver of any future obligation to comply with such provision.

Section 12.9 Construction. This Agreement was drafted jointly by the Parties and their respective counsel through a process of arm's-length negotiation, and no provision of this Agreement shall be construed against any Party on the ground that such Party or its counsel drafted the provision. The rule of construction that ambiguities are to be resolved against the drafter shall not apply to this Agreement.

Section 12.10 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), prepaid for next-business-day delivery; or (c) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, postage prepaid, addressed as follows:

If to Lumos:

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