1008-00005 · Lumos Analytics Inc · Mediation & Settlement

stipulated-permanent-injunction.docx DOCUMENT Litigation

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

PREAMBLE AND PROCEDURAL BACKGROUND

WHEREAS, Plaintiff Lumos Analytics Inc. ("Lumos") filed a Verified Complaint in this action on January 19, 2023 (the "Complaint"), asserting claims against Defendants NovaSpark Technologies Inc. ("NovaSpark"), Rajiv Anand ("Anand"), Serena Mallick ("Mallick"), and Derek Yun ("Yun") (collectively, "Defendants") for: (1) misappropriation of trade secrets in violation of the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11; (2) breach of contract arising from the Proprietary Information and Inventions Assignment Agreements ("PIIAAs") executed by each individual Defendant during their respective employment with Lumos; (3) breach of the duty of loyalty owed by each individual Defendant to Lumos during the period of their employment; (4) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.; and (5) conversion of Lumos's proprietary information and materials;

WHEREAS, upon application by Lumos supported by verified declarations and documentary evidence, this Court (Hon. David Rutherford, presiding) granted a Temporary Restraining Order on January 23, 2023, restraining Defendants from possessing, using, disclosing, or destroying any Lumos proprietary information, trade secrets, or confidential materials pending further order of this Court;

WHEREAS, following a noticed hearing on February 14, 2023, at which both parties appeared through counsel and presented argument and evidence, this Court issued a Preliminary Injunction Order on February 17, 2023 (the "Preliminary Injunction"), imposing restrictions on Defendants' possession, use, and disclosure of Lumos's proprietary information and trade secrets, ordering forensic imaging of certain devices and accounts, and appointing Brindoval Digital Forensics LLC as a neutral forensic examiner by stipulation of the parties and order of this Court dated March 8, 2023;

WHEREAS, the parties, through their respective counsel of record — Calderwood & Harkness LLP (Marcus Delgado, Responsible Partner) for Plaintiff Lumos Analytics Inc. and Whitfield, Raines & Gerber LLP (Patricia Whitfield, Lead Partner) for Defendants NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun — have engaged in arm's-length settlement negotiations and have reached a comprehensive settlement of all claims and counterclaims in this action, memorialized in a Settlement Agreement and Mutual Release fully executed by all parties on September 22, 2023 (the "Settlement Agreement");

WHEREAS, pursuant to and in accordance with the terms of the Settlement Agreement, the parties have stipulated and agreed to the entry of this Stipulated Permanent Injunction (Injunction-by-Consent) (the "Stipulated Permanent Injunction" or "Injunction") to permanently govern Defendants' obligations with respect to the proprietary information and trade secrets of Lumos, and to provide for verified forensic remediation, ongoing audit rights, and enforcement mechanisms;

WHEREAS, this Court has reviewed the parties' stipulation, the record in this action (including the Complaint, the Preliminary Injunction, and the reports of the neutral forensic examiner), and the representations of counsel for all parties, and finds that good cause exists for the entry of this Stipulated Permanent Injunction in the interest of justice, the protection of Lumos's trade secrets, and the resolution of this litigation;

NOW, THEREFORE, it is hereby ORDERED, ADJUDGED, and DECREED as follows:

SECTION 1. DEFINITIONS

As used in this Stipulated Permanent Injunction, the following terms shall have the meanings set forth below:

1.1 "Lumos Trade Secrets." The term "Lumos Trade Secrets" means the following categories of proprietary information, data, technology, and materials owned by Lumos Analytics Inc., each of which constitutes a trade secret within the meaning of California Civil Code Section 3426.1(d):

(a) The LumosEdge ensemble machine-learning model architecture, including without limitation the proprietary neural-network topology, layer configurations, activation functions, loss functions, ensemble weighting schemes, and hyperparameter configurations developed by Lumos for use in its LumosEdge financial analytics platform;

(b) Lumos's proprietary feature-engineering libraries, containing two thousand eight hundred forty-seven (2,847) individual engineered features designed and developed by Lumos for financial signal generation, including all source code, documentation, and specifications relating thereto;

(c) The "DataStream" ETL (extract, transform, load) pipeline codebase and associated data-schema definitions, including all source code, configuration files, API integration specifications, vendor-specific connectors, and data-mapping protocols covering ingestion from forty-three (43) alternative-data vendors under contract with Lumos;

(d) Lumos's curated and labeled training datasets, comprising approximately fourteen and six-tenths terabytes (14.6 TB) of historical financial data, alternative data, and associated labels, annotations, and metadata assembled, processed, and maintained by Lumos for purposes of training, validating, and testing the LumosEdge machine-learning models;

(e) Confidential product roadmap documents, including without limitation the thirty-seven (37) page "LumosEdge 3.0" product specification document (internally designated Document ID LMX-PRD-2022-0371) and all related unreleased product plans, feature specifications, competitive analyses, market assessments, and strategic planning materials covering the period from 2023 through 2025.

1.2 "Defendants." The term "Defendants" means, collectively: (i) NovaSpark Technologies Inc., a Delaware corporation (Delaware File Number 7294183; Employer Identification Number 88-3291047), with its principal place of business at 88 Bluxome Street, Floor 4, San Francisco, California 94107; (ii) Rajiv Anand, an individual residing at 1482 Mariposa Avenue, Palo Alto, California 94306; (iii) Serena Mallick, an individual residing at 578 Guerrero Street, Apartment 3B, San Francisco, California 94110; and (iv) Derek Yun, an individual residing at 2241 Cowper Street, Apartment 12, Palo Alto, California 94301. Unless the context requires otherwise, reference to "Defendants" shall include each Defendant individually and all Defendants collectively.

1.3 "Lumos" or "Plaintiff." The terms "Lumos" and "Plaintiff" mean Lumos Analytics Inc., a Delaware corporation (Delaware File Number 6518274; Employer Identification Number 82-4713956), with its principal place of business at 4700 Orchard Parkway, Suite 300, San Jose, California 95134.

1.4 "Brindoval." The term "Brindoval" means Brindoval Digital Forensics LLC, the neutral forensic examiner appointed by stipulation of the parties and order of this Court on March 8, 2023, with its principal office at 1901 Harrison Street, Suite 600, Oakland, California 94612 (Managing Director: Dr. Irene Chow; Senior Forensic Analyst: Kevin Barr).

1.5 "Settlement Agreement." The term "Settlement Agreement" means the Settlement Agreement and Mutual Release executed by all parties to this action on September 22, 2023, together with all exhibits, schedules, and attachments thereto.

1.6 "Forensic Remediation." The term "Forensic Remediation" means the verified deletion and destruction of all Lumos Trade Secrets from all systems, servers, devices, cloud storage accounts, email accounts, and any other storage medium (whether physical, electronic, digital, or otherwise) in the possession, custody, or control of any Defendant, conducted under the supervision and verification of Brindoval Digital Forensics LLC in accordance with Section 5 of this Stipulated Permanent Injunction.

1.7 "PIIAA." The term "PIIAA" means the Proprietary Information and Inventions Assignment Agreement executed by each of the individual Defendants — Rajiv Anand, Serena Mallick, and Derek Yun — at the commencement of their respective employment with Lumos Analytics Inc. Each PIIAA contains, among other provisions, confidentiality and non-disclosure obligations, non-solicitation of employees covenants, and invention assignment clauses, certain provisions of which survive the termination of the individual Defendants' employment with Lumos.

SECTION 2. FINDINGS OF FACT

The Court, based upon the stipulation of the parties, the record in this action, the Verified Complaint, the declarations and exhibits submitted in connection with the Temporary Restraining Order and Preliminary Injunction proceedings, and the Preliminary Forensic Report of Brindoval Digital Forensics LLC dated May 1, 2023, makes the following findings of fact:

2.1 Lumos Analytics Inc. is a Delaware-incorporated, California-headquartered software-as-a-service company specializing in artificial intelligence-driven financial analytics for institutional asset managers, including hedge funds, pension funds, endowments, and sovereign wealth funds. Lumos currently employs approximately three hundred forty (340) full-time employees, with the majority based in its San Jose, California headquarters and additional personnel in New York, New York and London, United Kingdom. For the fiscal year ending December 31, 2022, Lumos reported annual recurring revenue of approximately sixty-seven million dollars ($67,000,000). Lumos's flagship product is "LumosEdge," an AI-powered analytics platform that processes vast quantities of alternative and traditional financial data to generate proprietary trading signals and portfolio construction recommendations for its institutional clients. Lumos has raised approximately one hundred eighty-five million dollars ($185,000,000) in venture capital financing through its Series D round, including a forty million dollar ($40,000,000) Series B financing round led by Ridgeline Ventures in 2019 and a seventy-two million dollar ($72,000,000) Series D financing round led by Northstar Growth Equity in June 2022. Lumos's Chief Executive Officer is Priya Chandrasekaran, and its General Counsel is Thomas Brightwell.

2.2 NovaSpark Technologies Inc. was incorporated in the State of Delaware on October 3, 2022, just three (3) days after Defendant Rajiv Anand tendered his resignation from Lumos effective September 30, 2022. NovaSpark purports to offer AI-driven alternative-data analytics products and services targeting hedge funds and proprietary trading desks, a target market that directly overlaps with Lumos's core commercial offering. NovaSpark received twelve million dollars ($12,000,000) in seed-stage financing from Blackpine Capital Partners LP on November 15, 2022. Anand serves as NovaSpark's Chief Executive Officer and co-founder. Mallick and Yun joined NovaSpark shortly after their respective departures from Lumos, as described below.

2.3 Individual Defendant Rajiv Anand served as Principal Engineer — ML Infrastructure at Lumos from March 2019 through September 30, 2022, a period of approximately three and one-half years. In his role, Anand was a key architect of the LumosEdge signal-generation engine and had access to Lumos's most sensitive proprietary codebases, model architectures, hyperparameter configurations, training data, and product roadmap materials. Anand executed a PIIAA upon his hire at Lumos on or about March 4, 2019, acknowledging his obligations of confidentiality, non-disclosure, and invention assignment.

2.4 Individual Defendant Serena Mallick served as Senior Software Engineer — Data Pipelines at Lumos from June 2020 through October 14, 2022. In her role, Mallick was responsible for building, maintaining, and optimizing the DataStream ETL pipelines that form the data-ingestion backbone of the LumosEdge platform. Mallick departed Lumos on October 14, 2022 and joined NovaSpark as Vice President of Engineering on October 17, 2022, just three (3) calendar days after her separation from Lumos. Mallick executed a PIIAA upon her hire at Lumos on or about June 15, 2020.

2.5 Individual Defendant Derek Yun served as Machine Learning Engineer II at Lumos from January 2021 through October 21, 2022. In his role, Yun had direct access to Lumos's proprietary training datasets, model hyperparameters, feature-engineering libraries, and model-training infrastructure. Yun departed Lumos on October 21, 2022 and joined NovaSpark as a founding engineer on October 24, 2022, just three (3) calendar days after his separation from Lumos. Yun executed a PIIAA upon his hire at Lumos on or about January 11, 2021.

2.6 Lumos's internal investigation, initiated in November 2022 upon discovery of anomalous data-access patterns and confirmed by Brindoval's Preliminary Forensic Report dated May 1, 2023 (the "Brindoval Report"), established the following facts regarding the misappropriation of Lumos Trade Secrets:

(a) On September 26, 2022, four (4) days prior to his last day of employment at Lumos, Defendant Anand transferred approximately 3.2 gigabytes (GB) of files from Lumos's internal repositories to a personal Hollowell Health IT account. The transferred files included model architecture specifications, hyperparameter configuration files, ensemble weighting algorithms, and related technical documentation for the LumosEdge signal-generation engine.

(b) On September 28, 2022, two (2) days prior to his last day of employment, Defendant Anand forwarded the confidential thirty-seven (37) page LumosEdge 3.0 Product Roadmap PDF document (Document ID LMX-PRD-2022-0371) from his Lumos corporate email account to his personal email address (r.anand.personal@vaultmail.com).

(c) On October 10, 2022, four (4) days prior to her last day of employment at Lumos, Defendant Mallick cloned the entire DataStream ETL pipeline repository — approximately 780 megabytes (MB) of source code, configuration files, and data-schema definitions — to a personal external USB hard drive bearing serial number WD-4837291. Forensic analysis confirmed that the USB drive was connected to Mallick's Lumos-issued laptop at 11:47 p.m. Pacific Time on October 10, 2022.

(d) On October 18, 2022, three (3) days prior to his last day of employment at Lumos, Defendant Yun downloaded forty-seven (47) proprietary Jupyter notebooks containing feature-engineering code, model-training scripts, and related technical documentation to a personal Larkspur Technologies account. The notebooks contained implementations of numerous proprietary engineered features from Lumos's feature-engineering libraries.

(e) Lumos proprietary materials, including files and data matching the categories described in subsections (a) through (d) above, were confirmed by Brindoval's forensic analysis to be present on NovaSpark Technologies Inc.'s servers and cloud infrastructure, as well as on personal devices belonging to each of the three individual Defendants, as of the date of forensic imaging conducted between March 22 and April 14, 2023.

2.7 The Lumos Trade Secrets, as defined in Section 1.1 of this Stipulated Permanent Injunction, constitute trade secrets within the meaning of California Civil Code Section 3426.1(d). The Lumos Trade Secrets derive independent economic value, both actual and potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use. Lumos undertook reasonable efforts to maintain the secrecy of its trade secrets, including through the execution of PIIAAs by each individual Defendant, the implementation of role-based access controls and multi-factor authentication on its internal systems, the use of encrypted repositories and secure development environments, and the classification and marking of confidential documents. Lumos's efforts to maintain secrecy were reasonable under the circumstances.

2.8 The parties have consented to the entry of this Stipulated Permanent Injunction pursuant to and in accordance with the terms of the Settlement Agreement. Each party, through counsel, has represented to this Court that the entry of this Stipulated Permanent Injunction is voluntary, knowing, and in the best interests of all parties and the resolution of this litigation.

SECTION 3. PERMANENT INJUNCTION — PROHIBITED CONDUCT

Based upon the foregoing findings and the stipulation of the parties, the Court hereby enters the following permanent injunctive provisions:

3.1 Prohibition on Possession. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from possessing, retaining, storing, maintaining, copying, or keeping, in any form whatsoever — whether physical, electronic, digital, optical, magnetic, cloud-based, or otherwise — any Lumos Trade Secrets as defined in Section 1.1 of this Stipulated Permanent Injunction. This prohibition extends to all originals, copies, excerpts, summaries, compilations, notes, memoranda, derivative works, and any other materials that contain, embody, reflect, or are derived from any Lumos Trade Secrets.

3.2 Prohibition on Use. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from using, incorporating, adapting, modifying, reverse-engineering from, or otherwise exploiting any Lumos Trade Secrets in any product, service, technology, codebase, algorithm, model, data pipeline, analytical tool, software application, or business operation, whether for the benefit of NovaSpark Technologies Inc. or for the benefit of any other entity, venture, employer, client, or person. For the avoidance of doubt, this prohibition encompasses the use of any Lumos Trade Secrets as a reference, template, starting point, or basis for the development of any technology, product, or service, regardless of whether the resulting technology, product, or service is identical to, substantially similar to, or merely informed by the Lumos Trade Secrets.

3.3 Prohibition on Disclosure. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from disclosing, publishing, distributing, transmitting, communicating, or otherwise making available, directly or indirectly, in whole or in part, any Lumos Trade Secrets to any third party, including but not limited to investors, potential investors, employees, prospective employees, contractors, independent consultants, customers, prospective customers, business partners, strategic partners, acquirers, lenders, or any other person or entity. This prohibition applies regardless of the medium or method of disclosure, including oral, written, electronic, or any other form of communication.

3.4 Prohibition on Exploitation. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from deriving any benefit, whether financial, competitive, strategic, or otherwise, from any Lumos Trade Secrets. Without limiting the generality of the foregoing, Defendants are permanently enjoined from using knowledge of the Lumos Trade Secrets to accelerate, guide, inform, or improve the development, design, architecture, testing, deployment, marketing, or sale of any competing product, service, or technology.

3.5 Specific Application to Enumerated Categories. Without limiting the generality of the prohibitions set forth in Sections 3.1 through 3.4 above, the foregoing prohibitions specifically and expressly apply to each of the following enumerated categories of Lumos Trade Secrets:

(a) The LumosEdge ensemble machine-learning model architecture, including without limitation the proprietary neural-network topology, layer configurations, ensemble weighting schemes, and hyperparameter configurations;

(b) The two thousand eight hundred forty-seven (2,847) proprietary engineered features contained in Lumos's feature-engineering libraries, including all source code, algorithms, documentation, and specifications relating to the design, implementation, and use of such features for financial signal generation;

(c) The DataStream ETL pipeline codebase, including all source code, configuration files, data-schema definitions, data-mapping protocols, and vendor integration protocols for the forty-three (43) alternative-data vendors under contract with Lumos;

(d) The approximately fourteen and six-tenths terabytes (14.6 TB) of curated and labeled training datasets assembled, processed, and maintained by Lumos, including all associated labels, annotations, metadata, and data-quality records; and

(e) The LumosEdge 3.0 product roadmap (Document ID LMX-PRD-2022-0371) and all related confidential product-planning materials, feature specifications, competitive analyses, market assessments, and strategic planning documents for the period from 2023 through 2025.

SECTION 4. INDIVIDUAL COVENANTS

4.1 Five-Year Individual Covenant. Each of Rajiv Anand, Serena Mallick, and Derek Yun hereby personally and individually covenants and agrees not to use, incorporate, reference, or otherwise exploit any Lumos Trade Secrets, as defined in Section 1.1, in any future employment, engagement, consulting arrangement, advisory role, venture, enterprise, or other professional or commercial activity for a period of five (5) years from the effective date of the Settlement Agreement (September 22, 2023), that is, through and including September 22, 2028. This covenant is personal to each individual Defendant and shall be enforceable against each individual Defendant regardless of whether such individual remains affiliated with NovaSpark Technologies Inc. or is employed by, retained by, or associated with any other entity or venture during the covenant period.

4.2 Relationship to PIIAA Obligations. The individual covenants set forth in Section 4.1 are in addition to, and do not supersede, limit, modify, or otherwise affect, any surviving obligations under each individual Defendant's PIIAA. Without limiting the generality of the foregoing, each individual Defendant acknowledges that the following provisions of their respective PIIAAs survive the termination of their employment with Lumos and remain in full force and effect in accordance with their terms: (i) the three-year post-termination confidentiality and non-disclosure provisions, which restrict each individual Defendant from disclosing or using Lumos confidential information for a period of three (3) years following the termination of their employment; and (ii) the twelve-month post-separation non-solicitation of employees provisions, which restrict each individual Defendant from soliciting, recruiting, or inducing any Lumos employee to leave Lumos's employ for a period of twelve (12) months following the termination of their employment. To the extent any provision of the PIIAAs imposes obligations that are broader or more restrictive than the obligations imposed by this Stipulated Permanent Injunction, such broader or more restrictive obligations shall remain enforceable in accordance with the terms of the PIIAAs.

SECTION 5. FORENSIC REMEDIATION

5.1 Remediation Obligation. Defendants shall complete a full and comprehensive Forensic Remediation — consisting of the verified, certified deletion and destruction of all Lumos Trade Secrets from all systems, servers, workstations, laptops, desktop computers, mobile devices, tablets, external storage drives, USB drives, cloud storage accounts, email accounts, messaging platforms, code repositories, backup media, and any other storage medium (whether physical, electronic, digital, optical, magnetic, cloud-based, or otherwise) in the possession, custody, or control of any Defendant — under the direct supervision and verification of Brindoval Digital Forensics LLC. The Forensic Remediation shall be conducted by Dr. Irene Chow, Managing Director, and Kevin Barr, Senior Forensic Analyst, of Brindoval, or by such other qualified Brindoval personnel as Dr. Chow may designate in writing.

5.2 Scope of Devices and Systems. The Forensic Remediation shall encompass, at a minimum, the following devices, systems, and accounts:

(a) All NovaSpark Technologies Inc. servers, cloud infrastructure, development environments, staging and production systems, code repositories (including any Git-based or other version-control repositories), internal storage systems, backup systems, and any other NovaSpark-controlled systems or accounts on which Lumos Trade Secrets may be or may have been stored, processed, or accessed;

(b) All personal devices of Rajiv Anand, Serena Mallick, and Derek Yun, including but not limited to the three (3) laptops, two (2) mobile phones, and two (2) external hard drives previously imaged by Brindoval during the forensic imaging conducted between March 22 and April 14, 2023, as well as any additional personal devices identified during the remediation process;

(c) All cloud storage accounts associated with any Defendant, including without limitation Defendant Anand's personal Hollowell Health IT account, Defendant Yun's personal Larkspur Technologies account, and Defendant Anand's personal email account at r.anand.personal@vaultmail.com; and

(d) Any other device, system, account, or medium identified by Brindoval or by Meridian Cybersecurity Advisors Inc. during the Forensic Remediation process as containing or potentially containing Lumos Trade Secrets.

5.3 Oversight by Meridian Cybersecurity Advisors. Meridian Cybersecurity Advisors Inc. (Naveen Kapoor, Senior Consultant; office address: 2100 Geng Road, Suite 210, Palo Alto, California 94303), retained by Lumos, shall have the right to independently verify and oversee the completeness of the Forensic Remediation process. Brindoval shall coordinate with Meridian and shall provide Meridian with reasonable access to remediation logs, deletion verification records, and other documentation necessary for Meridian to confirm the thoroughness of the Forensic Remediation. In the event of any disagreement between Brindoval and Meridian regarding the scope or completeness of the Forensic Remediation, the parties shall meet and confer in good faith to resolve such disagreement. If the disagreement cannot be resolved through meet and confer, either party may bring the matter to the Court's attention by noticed motion.

5.4 Certification. Upon completion of the Forensic Remediation, Brindoval shall issue a Final Forensic Remediation Certification (the "Certification") confirming that: (i) all Lumos Trade Secrets have been identified on all covered systems, devices, and accounts; (ii) all identified Lumos Trade Secrets have been securely deleted and destroyed in accordance with industry-standard data destruction protocols (including, where applicable, NIST SP 800-88 Guidelines for Media Sanitization); and (iii) Brindoval has verified, through forensic examination, that no Lumos Trade Secrets remain on any covered system, device, or account. Brindoval shall deliver the Certification to counsel for both parties and shall file a copy of the Certification with this Court under seal.

5.5 Timeline. The Forensic Remediation shall commence no later than October 4, 2023. The Forensic Remediation shall be completed, and the Final Forensic Remediation Certification shall be issued by Brindoval, within thirty (30) calendar days of commencement, that is, no later than November 3, 2023. In the event that Brindoval determines, in its professional judgment, that additional time is reasonably necessary to complete the Forensic Remediation due to unforeseen technical complexity or the identification of additional devices or systems, Brindoval may request an extension of up to fifteen (15) additional calendar days by written notice to counsel for both parties. Any extension beyond fifteen (15) additional calendar days shall require approval of this Court.

5.6 Cost Allocation. The fees and costs of Brindoval Digital Forensics LLC for the Forensic Remediation and any ongoing forensic examination work conducted pursuant to this Stipulated Permanent Injunction shall be allocated as follows: sixty percent (60%) to Defendants/NovaSpark Technologies Inc., in the amount of one hundred thirty-one thousand one hundred sixty dollars ($131,160); and forty percent (40%) to Lumos Analytics Inc., in the amount of eighty-seven thousand four hundred forty dollars ($87,440), based on total Brindoval fees of two hundred eighteen thousand six hundred dollars ($218,600). This cost allocation is consistent with the terms of the Settlement Agreement and this Court's prior allocation order. Each party shall pay its allocated share directly to Brindoval within fifteen (15) business days of the issuance of an invoice by Brindoval.

SECTION 6. ONGOING AUDIT RIGHTS

6.1 Audit Period. NovaSpark Technologies Inc. shall be subject to audit by Brindoval Digital Forensics LLC for a period of eighteen (18) months from the effective date of the Settlement Agreement (September 22, 2023), that is, through and including March 22, 2025 (the "Audit Period"). The purpose of such audits shall be to verify that NovaSpark is developing any product, service, or technology using only independently created or publicly available technology and data, and is not in possession of, using, incorporating, or deriving benefit from any Lumos Trade Secrets. Brindoval shall have the authority to conduct up to four (4) audits during the Audit Period, at intervals of no less than three (3) months between successive audits, unless Brindoval identifies a reasonable basis for conducting an additional or more frequent audit, in which case Brindoval shall notify counsel for both parties and seek agreement or, if necessary, Court approval.

6.2 Permissible Independent Development. NovaSpark Technologies Inc. may continue to develop products and technology during and after the Audit Period, provided that all such products and technology are developed exclusively from independently created technology, publicly available information, publicly available open-source software, or technology lawfully licensed from third parties, and are not developed from, derived from, based upon, or informed by any Lumos Trade Secrets. The burden of demonstrating independent development shall rest with NovaSpark in the event of any dispute regarding the provenance of NovaSpark's technology.

6.3 Access and Cooperation. Brindoval shall have reasonable access to NovaSpark's systems, servers, code repositories, development environments, and relevant records for purposes of conducting audits under this Section. Brindoval shall provide NovaSpark not less than five (5) business days' prior written notice before conducting any audit. NovaSpark shall cooperate fully with Brindoval during any audit, including by providing Brindoval with access to requested systems and records, making relevant personnel available for interviews, and providing such documentation and information as Brindoval may reasonably request. Brindoval shall take reasonable measures to minimize disruption to NovaSpark's business operations during any audit. All information accessed by Brindoval during any audit shall be treated as confidential and shall be used solely for purposes of the audit and any resulting report to the parties and the Court.

SECTION 7. PERMISSIBLE NOVASPARK OPERATIONS

7.1 Continued Operations. Nothing in this Stipulated Permanent Injunction shall be construed to prohibit NovaSpark Technologies Inc. from continuing its business operations, developing products and technology, hiring employees, engaging customers, or otherwise conducting business in the ordinary course, provided that NovaSpark develops any competing product, service, or technology solely using independently created or publicly available technology, and does not use, incorporate, reference, or derive benefit from any Lumos Trade Secrets in any aspect of its business operations. This Stipulated Permanent Injunction is not intended to, and shall not be interpreted to, impose a blanket prohibition on NovaSpark's participation in the AI-driven financial analytics market, but rather to ensure that NovaSpark's participation in that market is based entirely on its own independent innovation and lawfully obtained resources, and not on the misappropriation of Lumos's proprietary information and trade secrets.

7.2 Subject to Audit. NovaSpark's compliance with the requirements of Section 7.1 is subject to the ongoing audit rights set forth in Section 6 of this Stipulated Permanent Injunction. NovaSpark's ability to continue business operations is conditioned upon its full compliance with the injunctive provisions of this Stipulated Permanent Injunction, including without limitation the prohibitions set forth in Sections 3.1 through 3.5 and the Forensic Remediation requirements of Section 5.

SECTION 8. ENFORCEMENT

8.1 Contempt. Any violation of any provision of this Stipulated Permanent Injunction by any Defendant, or by any person acting in concert or participation with any Defendant, shall constitute contempt of this Court and shall subject the violating party to all remedies available at law and in equity, including without limitation monetary sanctions, compensatory damages, punitive damages (to the extent permitted by law), further injunctive relief, coercive sanctions, and such other penalties, sanctions, or remedies as the Court deems just and appropriate under the circumstances.

8.2 Continuing Jurisdiction. This Court retains continuing and exclusive jurisdiction over this action, the parties, and all persons bound by this Stipulated Permanent Injunction for purposes of enforcing, interpreting, modifying, or dissolving this Stipulated Permanent Injunction. Any party may bring a motion or application to this Court to enforce the terms of this Stipulated Permanent Injunction, and this Court shall have the authority to enter such further orders as may be necessary or appropriate to effectuate the purposes of this Stipulated Permanent Injunction.

8.3 Attorneys' Fees in Enforcement Proceedings. In the event of any proceeding to enforce, interpret, or modify this Stipulated Permanent Injunction, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection therewith, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section, "prevailing party" shall be determined by the Court in its discretion based upon the overall outcome of the enforcement proceeding.

SECTION 9. BINDING EFFECT

9.1 Persons Bound. This Stipulated Permanent Injunction shall be binding upon each Defendant and their respective officers, directors, agents, servants, employees, attorneys, representatives, successors, assigns, subsidiaries, affiliates, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, by personal service or otherwise. Each Defendant shall take all reasonable steps to ensure that all persons within its control who may have access to Lumos Trade Secrets are made aware of the existence and terms of this Stipulated Permanent Injunction.

9.2 Benefit. This Stipulated Permanent Injunction shall inure to the benefit of Lumos Analytics Inc., its successors, assigns, subsidiaries, and affiliates.

SECTION 10. RELATIONSHIP TO SETTLEMENT AGREEMENT

10.1 Consistency and Priority. This Stipulated Permanent Injunction is entered pursuant to and is consistent with the Settlement Agreement and Mutual Release executed by the parties on September 22, 2023. In the event of any conflict or inconsistency between any provision of this Stipulated Permanent Injunction and any provision of the Settlement Agreement, the terms of this Stipulated Permanent Injunction shall control and govern with respect to all matters relating to injunctive relief, forensic remediation, audit rights, and enforcement, and the Settlement Agreement shall control and govern with respect to all other matters, including without limitation the release of claims, indemnification obligations, and confidentiality of settlement terms.

10.2 Confidentiality of Monetary Terms. The monetary terms of the Settlement Agreement, including without limitation the four million three hundred fifty thousand dollar ($4,350,000) lump-sum payment by Defendants to Lumos and all related cost allocations and payment terms, are confidential and subject to the confidentiality provisions of the Settlement Agreement. Such monetary terms are not incorporated into this public court filing, except to the extent necessary to specify the cost allocation for the Forensic Remediation in Section 5.6 of this Stipulated Permanent Injunction. Nothing in this Stipulated Permanent Injunction shall be construed to waive the confidentiality of the monetary terms of the Settlement Agreement.

SECTION 11. MODIFICATION AND DURATION

11.1 Modification. This Stipulated Permanent Injunction may be modified only: (a) by further written stipulation of all parties to this action, approved by this Court and entered as an order of this Court; or (b) by order of this Court upon noticed motion by any party and a showing of good cause for the requested modification, following an opportunity for all parties to be heard.

11.2 Duration of Injunctive Provisions. The injunctive provisions set forth in Sections 3.1 through 3.5 of this Stipulated Permanent Injunction are permanent in nature and shall remain in full force and effect indefinitely, unless and until modified or dissolved by further order of this Court pursuant to Section 11.1.

11.3 Duration of Individual Covenants. The individual covenants set forth in Section 4.1 of this Stipulated Permanent Injunction shall remain in full force and effect for a period of five (5) years from September 22, 2023, that is, through and including September 22, 2028.

11.4 Duration of Audit Rights. The ongoing audit rights set forth in Section 6 of this Stipulated Permanent Injunction shall remain in full force and effect for a period of eighteen (18) months from September 22, 2023, that is, through and including March 22, 2025.

SECTION 12. STIPULATION OF THE PARTIES

The undersigned counsel for the respective parties, being duly authorized to act on behalf of their clients in this matter, hereby stipulate and agree to the entry of the foregoing Stipulated Permanent Injunction (Injunction-by-Consent) by this Court. Each undersigned counsel represents that they have reviewed this Stipulated Permanent Injunction with their respective clients, that their clients understand the terms and obligations set forth herein, and that their clients voluntarily and knowingly consent to the entry of this Stipulated Permanent Injunction.

FOR PLAINTIFF LUMOS ANALYTICS INC.:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Responsible Partner

Address: 555 California Street, 40th Floor

San Francisco, California 94104 Telephone: (415) 773-5600

Email: mdelgado@calderwoodharkness.com

Date: October 4, 2023

FOR DEFENDANTS NOVASPARK TECHNOLOGIES INC., RAJIV ANAND, SERENA MALLICK, AND DEREK YUN:

WHITFIELD, RAINES & GERBER LLP

By: ________

Name: Patricia Whitfield

Title: Lead Partner

Address: 235 Montgomery Street, Suite 1800

San Francisco, California 94104 Telephone: (415) 291-8400

Email: pwhitfield@whitfieldraines.com

Date: October 4, 2023

SECTION 13. ORDER

The Court, having reviewed the parties' stipulation set forth in Section 12, the record in this action, the Verified Complaint, the declarations and exhibits submitted in support of the Temporary Restraining Order and Preliminary Injunction, the Preliminary Forensic Report of Brindoval Digital Forensics LLC dated May 1, 2023, and the representations of counsel for all parties, and having found good cause for the entry of this Stipulated Permanent Injunction, hereby ORDERS that the foregoing Stipulated Permanent Injunction (Injunction-by-Consent) is entered as an Order of this Court, effective as of the date set forth below.

IT IS SO ORDERED.

________________________________________

Hon. David Rutherford Judge of the Superior Court Superior Court of the State of California County of Santa Clara

Date: October 4, 2023

PROOF OF SERVICE

I, the undersigned, declare under penalty of perjury under the laws of the State of California that the following is true and correct:

I am over the age of 18 years, am not a party to this action, and am employed in the County of Santa Clara, State of California. On October 4, 2023, I served the foregoing STIPULATED PERMANENT INJUNCTION (INJUNCTION-BY-CONSENT) — EXECUTION VERSION on the following parties by causing a true and correct copy thereof to be delivered as indicated below:

Counsel for Plaintiff Lumos Analytics Inc.:

Marcus Delgado, Responsible Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 773-5600

Email: mdelgado@calderwoodharkness.com

Served via electronic service (email) and personal delivery

Counsel for Defendants NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun:

Patricia Whitfield, Lead Partner Whitfield, Raines & Gerber LLP 235 Montgomery Street, Suite 1800 San Francisco, California 94104 Telephone: (415) 291-8400

Email: pwhitfield@whitfieldraines.com

Served via electronic service (email) and personal delivery

Individual Defendants (at their respective addresses of record):

Rajiv Anand 1482 Mariposa Avenue Palo Alto, California 94306

Served via first-class United States mail, postage prepaid

Serena Mallick 578 Guerrero Street, Apartment 3B San Francisco, California 94110

Served via first-class United States mail, postage prepaid

Derek Yun 2241 Cowper Street, Apartment 12 Palo Alto, California 94301

Served via first-class United States mail, postage prepaid

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on October 4, 2023, at San Jose, California.

________________________________________

Name: ________

LUMOS ANALYTICS INC., a Delaware corporation,	Case No. 23-CV-004871
Plaintiff,	STIPULATED PERMANENT INJUNCTION

(INJUNCTION-BY-CONSENT)

Execution Version

NOVASPARK TECHNOLOGIES INC., a Delaware corporation; RAJIV ANAND, an individual; SERENA MALLICK, an individual; DEREK YUN, an individual,

Hon. David Rutherford

Defendants.

Filed: October 4, 2023

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
PREAMBLE AND PROCEDURAL BACKGROUND
WHEREAS, Plaintiff Lumos Analytics Inc. ("Lumos") filed a Verified Complaint in this action on January 19, 2023 (the "Complaint"), asserting claims against Defendants NovaSpark Technologies Inc. ("NovaSpark"), Rajiv Anand ("Anand"), Serena Mallick ("Mallick"), and Derek Yun ("Yun") (collectively, "Defendants") for: (1) misappropriation of trade secrets in violation of the California Uniform Trade Secrets Act, California Civil Code Sections 3426 through 3426.11; (2) breach of contract arising from the Proprietary Information and Inventions Assignment Agreements ("PIIAAs") executed by each individual Defendant during their respective employment with Lumos; (3) breach of the duty of loyalty owed by each individual Defendant to Lumos during the period of their employment; (4) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.; and (5) conversion of Lumos's proprietary information and materials;
WHEREAS, upon application by Lumos supported by verified declarations and documentary evidence, this Court (Hon. David Rutherford, presiding) granted a Temporary Restraining Order on January 23, 2023, restraining Defendants from possessing, using, disclosing, or destroying any Lumos proprietary information, trade secrets, or confidential materials pending further order of this Court;
WHEREAS, following a noticed hearing on February 14, 2023, at which both parties appeared through counsel and presented argument and evidence, this Court issued a Preliminary Injunction Order on February 17, 2023 (the "Preliminary Injunction"), imposing restrictions on Defendants' possession, use, and disclosure of Lumos's proprietary information and trade secrets, ordering forensic imaging of certain devices and accounts, and appointing Brindoval Digital Forensics LLC as a neutral forensic examiner by stipulation of the parties and order of this Court dated March 8, 2023;
WHEREAS, the parties, through their respective counsel of record — Calderwood & Harkness LLP (Marcus Delgado, Responsible Partner) for Plaintiff Lumos Analytics Inc. and Whitfield, Raines & Gerber LLP (Patricia Whitfield, Lead Partner) for Defendants NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun — have engaged in arm's-length settlement negotiations and have reached a comprehensive settlement of all claims and counterclaims in this action, memorialized in a Settlement Agreement and Mutual Release fully executed by all parties on September 22, 2023 (the "Settlement Agreement");
WHEREAS, pursuant to and in accordance with the terms of the Settlement Agreement, the parties have stipulated and agreed to the entry of this Stipulated Permanent Injunction (Injunction-by-Consent) (the "Stipulated Permanent Injunction" or "Injunction") to permanently govern Defendants' obligations with respect to the proprietary information and trade secrets of Lumos, and to provide for verified forensic remediation, ongoing audit rights, and enforcement mechanisms;
WHEREAS, this Court has reviewed the parties' stipulation, the record in this action (including the Complaint, the Preliminary Injunction, and the reports of the neutral forensic examiner), and the representations of counsel for all parties, and finds that good cause exists for the entry of this Stipulated Permanent Injunction in the interest of justice, the protection of Lumos's trade secrets, and the resolution of this litigation;
NOW, THEREFORE, it is hereby ORDERED, ADJUDGED, and DECREED as follows:
SECTION 1. DEFINITIONS
As used in this Stipulated Permanent Injunction, the following terms shall have the meanings set forth below:
1.1 "Lumos Trade Secrets." The term "Lumos Trade Secrets" means the following categories of proprietary information, data, technology, and materials owned by Lumos Analytics Inc., each of which constitutes a trade secret within the meaning of California Civil Code Section 3426.1(d):
(a) The LumosEdge ensemble machine-learning model architecture, including without limitation the proprietary neural-network topology, layer configurations, activation functions, loss functions, ensemble weighting schemes, and hyperparameter configurations developed by Lumos for use in its LumosEdge financial analytics platform;
(b) Lumos's proprietary feature-engineering libraries, containing two thousand eight hundred forty-seven (2,847) individual engineered features designed and developed by Lumos for financial signal generation, including all source code, documentation, and specifications relating thereto;
(c) The "DataStream" ETL (extract, transform, load) pipeline codebase and associated data-schema definitions, including all source code, configuration files, API integration specifications, vendor-specific connectors, and data-mapping protocols covering ingestion from forty-three (43) alternative-data vendors under contract with Lumos;
(d) Lumos's curated and labeled training datasets, comprising approximately fourteen and six-tenths terabytes (14.6 TB) of historical financial data, alternative data, and associated labels, annotations, and metadata assembled, processed, and maintained by Lumos for purposes of training, validating, and testing the LumosEdge machine-learning models;
(e) Confidential product roadmap documents, including without limitation the thirty-seven (37) page "LumosEdge 3.0" product specification document (internally designated Document ID LMX-PRD-2022-0371) and all related unreleased product plans, feature specifications, competitive analyses, market assessments, and strategic planning materials covering the period from 2023 through 2025.
1.2 "Defendants." The term "Defendants" means, collectively: (i) NovaSpark Technologies Inc., a Delaware corporation (Delaware File Number 7294183; Employer Identification Number 88-3291047), with its principal place of business at 88 Bluxome Street, Floor 4, San Francisco, California 94107; (ii) Rajiv Anand, an individual residing at 1482 Mariposa Avenue, Palo Alto, California 94306; (iii) Serena Mallick, an individual residing at 578 Guerrero Street, Apartment 3B, San Francisco, California 94110; and (iv) Derek Yun, an individual residing at 2241 Cowper Street, Apartment 12, Palo Alto, California 94301. Unless the context requires otherwise, reference to "Defendants" shall include each Defendant individually and all Defendants collectively.
1.3 "Lumos" or "Plaintiff." The terms "Lumos" and "Plaintiff" mean Lumos Analytics Inc., a Delaware corporation (Delaware File Number 6518274; Employer Identification Number 82-4713956), with its principal place of business at 4700 Orchard Parkway, Suite 300, San Jose, California 95134.
1.4 "Brindoval." The term "Brindoval" means Brindoval Digital Forensics LLC, the neutral forensic examiner appointed by stipulation of the parties and order of this Court on March 8, 2023, with its principal office at 1901 Harrison Street, Suite 600, Oakland, California 94612 (Managing Director: Dr. Irene Chow; Senior Forensic Analyst: Kevin Barr).
1.5 "Settlement Agreement." The term "Settlement Agreement" means the Settlement Agreement and Mutual Release executed by all parties to this action on September 22, 2023, together with all exhibits, schedules, and attachments thereto.
1.6 "Forensic Remediation." The term "Forensic Remediation" means the verified deletion and destruction of all Lumos Trade Secrets from all systems, servers, devices, cloud storage accounts, email accounts, and any other storage medium (whether physical, electronic, digital, or otherwise) in the possession, custody, or control of any Defendant, conducted under the supervision and verification of Brindoval Digital Forensics LLC in accordance with Section 5 of this Stipulated Permanent Injunction.
1.7 "PIIAA." The term "PIIAA" means the Proprietary Information and Inventions Assignment Agreement executed by each of the individual Defendants — Rajiv Anand, Serena Mallick, and Derek Yun — at the commencement of their respective employment with Lumos Analytics Inc. Each PIIAA contains, among other provisions, confidentiality and non-disclosure obligations, non-solicitation of employees covenants, and invention assignment clauses, certain provisions of which survive the termination of the individual Defendants' employment with Lumos.
SECTION 2. FINDINGS OF FACT
The Court, based upon the stipulation of the parties, the record in this action, the Verified Complaint, the declarations and exhibits submitted in connection with the Temporary Restraining Order and Preliminary Injunction proceedings, and the Preliminary Forensic Report of Brindoval Digital Forensics LLC dated May 1, 2023, makes the following findings of fact:
2.1 Lumos Analytics Inc. is a Delaware-incorporated, California-headquartered software-as-a-service company specializing in artificial intelligence-driven financial analytics for institutional asset managers, including hedge funds, pension funds, endowments, and sovereign wealth funds. Lumos currently employs approximately three hundred forty (340) full-time employees, with the majority based in its San Jose, California headquarters and additional personnel in New York, New York and London, United Kingdom. For the fiscal year ending December 31, 2022, Lumos reported annual recurring revenue of approximately sixty-seven million dollars ($67,000,000). Lumos's flagship product is "LumosEdge," an AI-powered analytics platform that processes vast quantities of alternative and traditional financial data to generate proprietary trading signals and portfolio construction recommendations for its institutional clients. Lumos has raised approximately one hundred eighty-five million dollars ($185,000,000) in venture capital financing through its Series D round, including a forty million dollar ($40,000,000) Series B financing round led by Ridgeline Ventures in 2019 and a seventy-two million dollar ($72,000,000) Series D financing round led by Northstar Growth Equity in June 2022. Lumos's Chief Executive Officer is Priya Chandrasekaran, and its General Counsel is Thomas Brightwell.
2.2 NovaSpark Technologies Inc. was incorporated in the State of Delaware on October 3, 2022, just three (3) days after Defendant Rajiv Anand tendered his resignation from Lumos effective September 30, 2022. NovaSpark purports to offer AI-driven alternative-data analytics products and services targeting hedge funds and proprietary trading desks, a target market that directly overlaps with Lumos's core commercial offering. NovaSpark received twelve million dollars ($12,000,000) in seed-stage financing from Blackpine Capital Partners LP on November 15, 2022. Anand serves as NovaSpark's Chief Executive Officer and co-founder. Mallick and Yun joined NovaSpark shortly after their respective departures from Lumos, as described below.
2.3 Individual Defendant Rajiv Anand served as Principal Engineer — ML Infrastructure at Lumos from March 2019 through September 30, 2022, a period of approximately three and one-half years. In his role, Anand was a key architect of the LumosEdge signal-generation engine and had access to Lumos's most sensitive proprietary codebases, model architectures, hyperparameter configurations, training data, and product roadmap materials. Anand executed a PIIAA upon his hire at Lumos on or about March 4, 2019, acknowledging his obligations of confidentiality, non-disclosure, and invention assignment.
2.4 Individual Defendant Serena Mallick served as Senior Software Engineer — Data Pipelines at Lumos from June 2020 through October 14, 2022. In her role, Mallick was responsible for building, maintaining, and optimizing the DataStream ETL pipelines that form the data-ingestion backbone of the LumosEdge platform. Mallick departed Lumos on October 14, 2022 and joined NovaSpark as Vice President of Engineering on October 17, 2022, just three (3) calendar days after her separation from Lumos. Mallick executed a PIIAA upon her hire at Lumos on or about June 15, 2020.
2.5 Individual Defendant Derek Yun served as Machine Learning Engineer II at Lumos from January 2021 through October 21, 2022. In his role, Yun had direct access to Lumos's proprietary training datasets, model hyperparameters, feature-engineering libraries, and model-training infrastructure. Yun departed Lumos on October 21, 2022 and joined NovaSpark as a founding engineer on October 24, 2022, just three (3) calendar days after his separation from Lumos. Yun executed a PIIAA upon his hire at Lumos on or about January 11, 2021.
2.6 Lumos's internal investigation, initiated in November 2022 upon discovery of anomalous data-access patterns and confirmed by Brindoval's Preliminary Forensic Report dated May 1, 2023 (the "Brindoval Report"), established the following facts regarding the misappropriation of Lumos Trade Secrets:
(a) On September 26, 2022, four (4) days prior to his last day of employment at Lumos, Defendant Anand transferred approximately 3.2 gigabytes (GB) of files from Lumos's internal repositories to a personal Hollowell Health IT account. The transferred files included model architecture specifications, hyperparameter configuration files, ensemble weighting algorithms, and related technical documentation for the LumosEdge signal-generation engine.
(b) On September 28, 2022, two (2) days prior to his last day of employment, Defendant Anand forwarded the confidential thirty-seven (37) page LumosEdge 3.0 Product Roadmap PDF document (Document ID LMX-PRD-2022-0371) from his Lumos corporate email account to his personal email address (r.anand.personal@vaultmail.com).
(c) On October 10, 2022, four (4) days prior to her last day of employment at Lumos, Defendant Mallick cloned the entire DataStream ETL pipeline repository — approximately 780 megabytes (MB) of source code, configuration files, and data-schema definitions — to a personal external USB hard drive bearing serial number WD-4837291. Forensic analysis confirmed that the USB drive was connected to Mallick's Lumos-issued laptop at 11:47 p.m. Pacific Time on October 10, 2022.
(d) On October 18, 2022, three (3) days prior to his last day of employment at Lumos, Defendant Yun downloaded forty-seven (47) proprietary Jupyter notebooks containing feature-engineering code, model-training scripts, and related technical documentation to a personal Larkspur Technologies account. The notebooks contained implementations of numerous proprietary engineered features from Lumos's feature-engineering libraries.
(e) Lumos proprietary materials, including files and data matching the categories described in subsections (a) through (d) above, were confirmed by Brindoval's forensic analysis to be present on NovaSpark Technologies Inc.'s servers and cloud infrastructure, as well as on personal devices belonging to each of the three individual Defendants, as of the date of forensic imaging conducted between March 22 and April 14, 2023.
2.7 The Lumos Trade Secrets, as defined in Section 1.1 of this Stipulated Permanent Injunction, constitute trade secrets within the meaning of California Civil Code Section 3426.1(d). The Lumos Trade Secrets derive independent economic value, both actual and potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use. Lumos undertook reasonable efforts to maintain the secrecy of its trade secrets, including through the execution of PIIAAs by each individual Defendant, the implementation of role-based access controls and multi-factor authentication on its internal systems, the use of encrypted repositories and secure development environments, and the classification and marking of confidential documents. Lumos's efforts to maintain secrecy were reasonable under the circumstances.
2.8 The parties have consented to the entry of this Stipulated Permanent Injunction pursuant to and in accordance with the terms of the Settlement Agreement. Each party, through counsel, has represented to this Court that the entry of this Stipulated Permanent Injunction is voluntary, knowing, and in the best interests of all parties and the resolution of this litigation.
SECTION 3. PERMANENT INJUNCTION — PROHIBITED CONDUCT
Based upon the foregoing findings and the stipulation of the parties, the Court hereby enters the following permanent injunctive provisions:
3.1 Prohibition on Possession. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from possessing, retaining, storing, maintaining, copying, or keeping, in any form whatsoever — whether physical, electronic, digital, optical, magnetic, cloud-based, or otherwise — any Lumos Trade Secrets as defined in Section 1.1 of this Stipulated Permanent Injunction. This prohibition extends to all originals, copies, excerpts, summaries, compilations, notes, memoranda, derivative works, and any other materials that contain, embody, reflect, or are derived from any Lumos Trade Secrets.
3.2 Prohibition on Use. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from using, incorporating, adapting, modifying, reverse-engineering from, or otherwise exploiting any Lumos Trade Secrets in any product, service, technology, codebase, algorithm, model, data pipeline, analytical tool, software application, or business operation, whether for the benefit of NovaSpark Technologies Inc. or for the benefit of any other entity, venture, employer, client, or person. For the avoidance of doubt, this prohibition encompasses the use of any Lumos Trade Secrets as a reference, template, starting point, or basis for the development of any technology, product, or service, regardless of whether the resulting technology, product, or service is identical to, substantially similar to, or merely informed by the Lumos Trade Secrets.
3.3 Prohibition on Disclosure. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from disclosing, publishing, distributing, transmitting, communicating, or otherwise making available, directly or indirectly, in whole or in part, any Lumos Trade Secrets to any third party, including but not limited to investors, potential investors, employees, prospective employees, contractors, independent consultants, customers, prospective customers, business partners, strategic partners, acquirers, lenders, or any other person or entity. This prohibition applies regardless of the medium or method of disclosure, including oral, written, electronic, or any other form of communication.
3.4 Prohibition on Exploitation. Defendants, and each of them, and their respective officers, directors, agents, employees, representatives, successors, assigns, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, are hereby permanently enjoined and restrained from deriving any benefit, whether financial, competitive, strategic, or otherwise, from any Lumos Trade Secrets. Without limiting the generality of the foregoing, Defendants are permanently enjoined from using knowledge of the Lumos Trade Secrets to accelerate, guide, inform, or improve the development, design, architecture, testing, deployment, marketing, or sale of any competing product, service, or technology.
3.5 Specific Application to Enumerated Categories. Without limiting the generality of the prohibitions set forth in Sections 3.1 through 3.4 above, the foregoing prohibitions specifically and expressly apply to each of the following enumerated categories of Lumos Trade Secrets:
(a) The LumosEdge ensemble machine-learning model architecture, including without limitation the proprietary neural-network topology, layer configurations, ensemble weighting schemes, and hyperparameter configurations;
(b) The two thousand eight hundred forty-seven (2,847) proprietary engineered features contained in Lumos's feature-engineering libraries, including all source code, algorithms, documentation, and specifications relating to the design, implementation, and use of such features for financial signal generation;
(c) The DataStream ETL pipeline codebase, including all source code, configuration files, data-schema definitions, data-mapping protocols, and vendor integration protocols for the forty-three (43) alternative-data vendors under contract with Lumos;
(d) The approximately fourteen and six-tenths terabytes (14.6 TB) of curated and labeled training datasets assembled, processed, and maintained by Lumos, including all associated labels, annotations, metadata, and data-quality records; and
(e) The LumosEdge 3.0 product roadmap (Document ID LMX-PRD-2022-0371) and all related confidential product-planning materials, feature specifications, competitive analyses, market assessments, and strategic planning documents for the period from 2023 through 2025.
SECTION 4. INDIVIDUAL COVENANTS
4.1 Five-Year Individual Covenant. Each of Rajiv Anand, Serena Mallick, and Derek Yun hereby personally and individually covenants and agrees not to use, incorporate, reference, or otherwise exploit any Lumos Trade Secrets, as defined in Section 1.1, in any future employment, engagement, consulting arrangement, advisory role, venture, enterprise, or other professional or commercial activity for a period of five (5) years from the effective date of the Settlement Agreement (September 22, 2023), that is, through and including September 22, 2028. This covenant is personal to each individual Defendant and shall be enforceable against each individual Defendant regardless of whether such individual remains affiliated with NovaSpark Technologies Inc. or is employed by, retained by, or associated with any other entity or venture during the covenant period.
4.2 Relationship to PIIAA Obligations. The individual covenants set forth in Section 4.1 are in addition to, and do not supersede, limit, modify, or otherwise affect, any surviving obligations under each individual Defendant's PIIAA. Without limiting the generality of the foregoing, each individual Defendant acknowledges that the following provisions of their respective PIIAAs survive the termination of their employment with Lumos and remain in full force and effect in accordance with their terms: (i) the three-year post-termination confidentiality and non-disclosure provisions, which restrict each individual Defendant from disclosing or using Lumos confidential information for a period of three (3) years following the termination of their employment; and (ii) the twelve-month post-separation non-solicitation of employees provisions, which restrict each individual Defendant from soliciting, recruiting, or inducing any Lumos employee to leave Lumos's employ for a period of twelve (12) months following the termination of their employment. To the extent any provision of the PIIAAs imposes obligations that are broader or more restrictive than the obligations imposed by this Stipulated Permanent Injunction, such broader or more restrictive obligations shall remain enforceable in accordance with the terms of the PIIAAs.
SECTION 5. FORENSIC REMEDIATION
5.1 Remediation Obligation. Defendants shall complete a full and comprehensive Forensic Remediation — consisting of the verified, certified deletion and destruction of all Lumos Trade Secrets from all systems, servers, workstations, laptops, desktop computers, mobile devices, tablets, external storage drives, USB drives, cloud storage accounts, email accounts, messaging platforms, code repositories, backup media, and any other storage medium (whether physical, electronic, digital, optical, magnetic, cloud-based, or otherwise) in the possession, custody, or control of any Defendant — under the direct supervision and verification of Brindoval Digital Forensics LLC. The Forensic Remediation shall be conducted by Dr. Irene Chow, Managing Director, and Kevin Barr, Senior Forensic Analyst, of Brindoval, or by such other qualified Brindoval personnel as Dr. Chow may designate in writing.
5.2 Scope of Devices and Systems. The Forensic Remediation shall encompass, at a minimum, the following devices, systems, and accounts:
(a) All NovaSpark Technologies Inc. servers, cloud infrastructure, development environments, staging and production systems, code repositories (including any Git-based or other version-control repositories), internal storage systems, backup systems, and any other NovaSpark-controlled systems or accounts on which Lumos Trade Secrets may be or may have been stored, processed, or accessed;
(b) All personal devices of Rajiv Anand, Serena Mallick, and Derek Yun, including but not limited to the three (3) laptops, two (2) mobile phones, and two (2) external hard drives previously imaged by Brindoval during the forensic imaging conducted between March 22 and April 14, 2023, as well as any additional personal devices identified during the remediation process;
(c) All cloud storage accounts associated with any Defendant, including without limitation Defendant Anand's personal Hollowell Health IT account, Defendant Yun's personal Larkspur Technologies account, and Defendant Anand's personal email account at r.anand.personal@vaultmail.com; and
(d) Any other device, system, account, or medium identified by Brindoval or by Meridian Cybersecurity Advisors Inc. during the Forensic Remediation process as containing or potentially containing Lumos Trade Secrets.
5.3 Oversight by Meridian Cybersecurity Advisors. Meridian Cybersecurity Advisors Inc. (Naveen Kapoor, Senior Consultant; office address: 2100 Geng Road, Suite 210, Palo Alto, California 94303), retained by Lumos, shall have the right to independently verify and oversee the completeness of the Forensic Remediation process. Brindoval shall coordinate with Meridian and shall provide Meridian with reasonable access to remediation logs, deletion verification records, and other documentation necessary for Meridian to confirm the thoroughness of the Forensic Remediation. In the event of any disagreement between Brindoval and Meridian regarding the scope or completeness of the Forensic Remediation, the parties shall meet and confer in good faith to resolve such disagreement. If the disagreement cannot be resolved through meet and confer, either party may bring the matter to the Court's attention by noticed motion.
5.4 Certification. Upon completion of the Forensic Remediation, Brindoval shall issue a Final Forensic Remediation Certification (the "Certification") confirming that: (i) all Lumos Trade Secrets have been identified on all covered systems, devices, and accounts; (ii) all identified Lumos Trade Secrets have been securely deleted and destroyed in accordance with industry-standard data destruction protocols (including, where applicable, NIST SP 800-88 Guidelines for Media Sanitization); and (iii) Brindoval has verified, through forensic examination, that no Lumos Trade Secrets remain on any covered system, device, or account. Brindoval shall deliver the Certification to counsel for both parties and shall file a copy of the Certification with this Court under seal.
5.5 Timeline. The Forensic Remediation shall commence no later than October 4, 2023. The Forensic Remediation shall be completed, and the Final Forensic Remediation Certification shall be issued by Brindoval, within thirty (30) calendar days of commencement, that is, no later than November 3, 2023. In the event that Brindoval determines, in its professional judgment, that additional time is reasonably necessary to complete the Forensic Remediation due to unforeseen technical complexity or the identification of additional devices or systems, Brindoval may request an extension of up to fifteen (15) additional calendar days by written notice to counsel for both parties. Any extension beyond fifteen (15) additional calendar days shall require approval of this Court.
5.6 Cost Allocation. The fees and costs of Brindoval Digital Forensics LLC for the Forensic Remediation and any ongoing forensic examination work conducted pursuant to this Stipulated Permanent Injunction shall be allocated as follows: sixty percent (60%) to Defendants/NovaSpark Technologies Inc., in the amount of one hundred thirty-one thousand one hundred sixty dollars ($131,160); and forty percent (40%) to Lumos Analytics Inc., in the amount of eighty-seven thousand four hundred forty dollars ($87,440), based on total Brindoval fees of two hundred eighteen thousand six hundred dollars ($218,600). This cost allocation is consistent with the terms of the Settlement Agreement and this Court's prior allocation order. Each party shall pay its allocated share directly to Brindoval within fifteen (15) business days of the issuance of an invoice by Brindoval.
SECTION 6. ONGOING AUDIT RIGHTS
6.1 Audit Period. NovaSpark Technologies Inc. shall be subject to audit by Brindoval Digital Forensics LLC for a period of eighteen (18) months from the effective date of the Settlement Agreement (September 22, 2023), that is, through and including March 22, 2025 (the "Audit Period"). The purpose of such audits shall be to verify that NovaSpark is developing any product, service, or technology using only independently created or publicly available technology and data, and is not in possession of, using, incorporating, or deriving benefit from any Lumos Trade Secrets. Brindoval shall have the authority to conduct up to four (4) audits during the Audit Period, at intervals of no less than three (3) months between successive audits, unless Brindoval identifies a reasonable basis for conducting an additional or more frequent audit, in which case Brindoval shall notify counsel for both parties and seek agreement or, if necessary, Court approval.
6.2 Permissible Independent Development. NovaSpark Technologies Inc. may continue to develop products and technology during and after the Audit Period, provided that all such products and technology are developed exclusively from independently created technology, publicly available information, publicly available open-source software, or technology lawfully licensed from third parties, and are not developed from, derived from, based upon, or informed by any Lumos Trade Secrets. The burden of demonstrating independent development shall rest with NovaSpark in the event of any dispute regarding the provenance of NovaSpark's technology.
6.3 Access and Cooperation. Brindoval shall have reasonable access to NovaSpark's systems, servers, code repositories, development environments, and relevant records for purposes of conducting audits under this Section. Brindoval shall provide NovaSpark not less than five (5) business days' prior written notice before conducting any audit. NovaSpark shall cooperate fully with Brindoval during any audit, including by providing Brindoval with access to requested systems and records, making relevant personnel available for interviews, and providing such documentation and information as Brindoval may reasonably request. Brindoval shall take reasonable measures to minimize disruption to NovaSpark's business operations during any audit. All information accessed by Brindoval during any audit shall be treated as confidential and shall be used solely for purposes of the audit and any resulting report to the parties and the Court.
SECTION 7. PERMISSIBLE NOVASPARK OPERATIONS
7.1 Continued Operations. Nothing in this Stipulated Permanent Injunction shall be construed to prohibit NovaSpark Technologies Inc. from continuing its business operations, developing products and technology, hiring employees, engaging customers, or otherwise conducting business in the ordinary course, provided that NovaSpark develops any competing product, service, or technology solely using independently created or publicly available technology, and does not use, incorporate, reference, or derive benefit from any Lumos Trade Secrets in any aspect of its business operations. This Stipulated Permanent Injunction is not intended to, and shall not be interpreted to, impose a blanket prohibition on NovaSpark's participation in the AI-driven financial analytics market, but rather to ensure that NovaSpark's participation in that market is based entirely on its own independent innovation and lawfully obtained resources, and not on the misappropriation of Lumos's proprietary information and trade secrets.
7.2 Subject to Audit. NovaSpark's compliance with the requirements of Section 7.1 is subject to the ongoing audit rights set forth in Section 6 of this Stipulated Permanent Injunction. NovaSpark's ability to continue business operations is conditioned upon its full compliance with the injunctive provisions of this Stipulated Permanent Injunction, including without limitation the prohibitions set forth in Sections 3.1 through 3.5 and the Forensic Remediation requirements of Section 5.
SECTION 8. ENFORCEMENT
8.1 Contempt. Any violation of any provision of this Stipulated Permanent Injunction by any Defendant, or by any person acting in concert or participation with any Defendant, shall constitute contempt of this Court and shall subject the violating party to all remedies available at law and in equity, including without limitation monetary sanctions, compensatory damages, punitive damages (to the extent permitted by law), further injunctive relief, coercive sanctions, and such other penalties, sanctions, or remedies as the Court deems just and appropriate under the circumstances.
8.2 Continuing Jurisdiction. This Court retains continuing and exclusive jurisdiction over this action, the parties, and all persons bound by this Stipulated Permanent Injunction for purposes of enforcing, interpreting, modifying, or dissolving this Stipulated Permanent Injunction. Any party may bring a motion or application to this Court to enforce the terms of this Stipulated Permanent Injunction, and this Court shall have the authority to enter such further orders as may be necessary or appropriate to effectuate the purposes of this Stipulated Permanent Injunction.
8.3 Attorneys' Fees in Enforcement Proceedings. In the event of any proceeding to enforce, interpret, or modify this Stipulated Permanent Injunction, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection therewith, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section, "prevailing party" shall be determined by the Court in its discretion based upon the overall outcome of the enforcement proceeding.
SECTION 9. BINDING EFFECT
9.1 Persons Bound. This Stipulated Permanent Injunction shall be binding upon each Defendant and their respective officers, directors, agents, servants, employees, attorneys, representatives, successors, assigns, subsidiaries, affiliates, and all persons acting in concert or participation with any of them who receive actual notice of this Stipulated Permanent Injunction, by personal service or otherwise. Each Defendant shall take all reasonable steps to ensure that all persons within its control who may have access to Lumos Trade Secrets are made aware of the existence and terms of this Stipulated Permanent Injunction.
9.2 Benefit. This Stipulated Permanent Injunction shall inure to the benefit of Lumos Analytics Inc., its successors, assigns, subsidiaries, and affiliates.
SECTION 10. RELATIONSHIP TO SETTLEMENT AGREEMENT
10.1 Consistency and Priority. This Stipulated Permanent Injunction is entered pursuant to and is consistent with the Settlement Agreement and Mutual Release executed by the parties on September 22, 2023. In the event of any conflict or inconsistency between any provision of this Stipulated Permanent Injunction and any provision of the Settlement Agreement, the terms of this Stipulated Permanent Injunction shall control and govern with respect to all matters relating to injunctive relief, forensic remediation, audit rights, and enforcement, and the Settlement Agreement shall control and govern with respect to all other matters, including without limitation the release of claims, indemnification obligations, and confidentiality of settlement terms.
10.2 Confidentiality of Monetary Terms. The monetary terms of the Settlement Agreement, including without limitation the four million three hundred fifty thousand dollar ($4,350,000) lump-sum payment by Defendants to Lumos and all related cost allocations and payment terms, are confidential and subject to the confidentiality provisions of the Settlement Agreement. Such monetary terms are not incorporated into this public court filing, except to the extent necessary to specify the cost allocation for the Forensic Remediation in Section 5.6 of this Stipulated Permanent Injunction. Nothing in this Stipulated Permanent Injunction shall be construed to waive the confidentiality of the monetary terms of the Settlement Agreement.
SECTION 11. MODIFICATION AND DURATION
11.1 Modification. This Stipulated Permanent Injunction may be modified only: (a) by further written stipulation of all parties to this action, approved by this Court and entered as an order of this Court; or (b) by order of this Court upon noticed motion by any party and a showing of good cause for the requested modification, following an opportunity for all parties to be heard.
11.2 Duration of Injunctive Provisions. The injunctive provisions set forth in Sections 3.1 through 3.5 of this Stipulated Permanent Injunction are permanent in nature and shall remain in full force and effect indefinitely, unless and until modified or dissolved by further order of this Court pursuant to Section 11.1.
11.3 Duration of Individual Covenants. The individual covenants set forth in Section 4.1 of this Stipulated Permanent Injunction shall remain in full force and effect for a period of five (5) years from September 22, 2023, that is, through and including September 22, 2028.
11.4 Duration of Audit Rights. The ongoing audit rights set forth in Section 6 of this Stipulated Permanent Injunction shall remain in full force and effect for a period of eighteen (18) months from September 22, 2023, that is, through and including March 22, 2025.
SECTION 12. STIPULATION OF THE PARTIES
The undersigned counsel for the respective parties, being duly authorized to act on behalf of their clients in this matter, hereby stipulate and agree to the entry of the foregoing Stipulated Permanent Injunction (Injunction-by-Consent) by this Court. Each undersigned counsel represents that they have reviewed this Stipulated Permanent Injunction with their respective clients, that their clients understand the terms and obligations set forth herein, and that their clients voluntarily and knowingly consent to the entry of this Stipulated Permanent Injunction.
FOR PLAINTIFF LUMOS ANALYTICS INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Responsible Partner
Address: 555 California Street, 40th Floor
San Francisco, California 94104 Telephone: (415) 773-5600
Email: mdelgado@calderwoodharkness.com
Date: October 4, 2023
FOR DEFENDANTS NOVASPARK TECHNOLOGIES INC., RAJIV ANAND, SERENA MALLICK, AND DEREK YUN:
WHITFIELD, RAINES & GERBER LLP
By: ________
Name: Patricia Whitfield
Title: Lead Partner
Address: 235 Montgomery Street, Suite 1800
San Francisco, California 94104 Telephone: (415) 291-8400
Email: pwhitfield@whitfieldraines.com
Date: October 4, 2023
SECTION 13. ORDER
The Court, having reviewed the parties' stipulation set forth in Section 12, the record in this action, the Verified Complaint, the declarations and exhibits submitted in support of the Temporary Restraining Order and Preliminary Injunction, the Preliminary Forensic Report of Brindoval Digital Forensics LLC dated May 1, 2023, and the representations of counsel for all parties, and having found good cause for the entry of this Stipulated Permanent Injunction, hereby ORDERS that the foregoing Stipulated Permanent Injunction (Injunction-by-Consent) is entered as an Order of this Court, effective as of the date set forth below.
IT IS SO ORDERED.
________________________________________
Hon. David Rutherford Judge of the Superior Court Superior Court of the State of California County of Santa Clara
Date: October 4, 2023
PROOF OF SERVICE
I, the undersigned, declare under penalty of perjury under the laws of the State of California that the following is true and correct:
I am over the age of 18 years, am not a party to this action, and am employed in the County of Santa Clara, State of California. On October 4, 2023, I served the foregoing STIPULATED PERMANENT INJUNCTION (INJUNCTION-BY-CONSENT) — EXECUTION VERSION on the following parties by causing a true and correct copy thereof to be delivered as indicated below:
Counsel for Plaintiff Lumos Analytics Inc.:
Marcus Delgado, Responsible Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104 Telephone: (415) 773-5600
Email: mdelgado@calderwoodharkness.com
Served via electronic service (email) and personal delivery
Counsel for Defendants NovaSpark Technologies Inc., Rajiv Anand, Serena Mallick, and Derek Yun:
Patricia Whitfield, Lead Partner Whitfield, Raines & Gerber LLP 235 Montgomery Street, Suite 1800 San Francisco, California 94104 Telephone: (415) 291-8400
Email: pwhitfield@whitfieldraines.com
Served via electronic service (email) and personal delivery
Individual Defendants (at their respective addresses of record):
Rajiv Anand 1482 Mariposa Avenue Palo Alto, California 94306
Served via first-class United States mail, postage prepaid
Serena Mallick 578 Guerrero Street, Apartment 3B San Francisco, California 94110
Served via first-class United States mail, postage prepaid
Derek Yun 2241 Cowper Street, Apartment 12 Palo Alto, California 94301
Served via first-class United States mail, postage prepaid
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on October 4, 2023, at San Jose, California.
________________________________________
Name: ________
LUMOS ANALYTICS INC., a Delaware corporation, | Case No. 23-CV-004871
Plaintiff, | STIPULATED PERMANENT INJUNCTION
(INJUNCTION-BY-CONSENT)
v.
Execution Version
NOVASPARK TECHNOLOGIES INC., a Delaware corporation; RAJIV ANAND, an individual; SERENA MALLICK, an individual; DEREK YUN, an individual,
Hon. David Rutherford
Defendants. | Dept. 8
Filed: October 4, 2023

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

PREAMBLE AND PROCEDURAL BACKGROUND

SECTION 1. DEFINITIONS

SECTION 2. FINDINGS OF FACT

SECTION 4. INDIVIDUAL COVENANTS

SECTION 5. FORENSIC REMEDIATION

SECTION 6. ONGOING AUDIT RIGHTS

SECTION 7. PERMISSIBLE NOVASPARK OPERATIONS

SECTION 8. ENFORCEMENT

SECTION 9. BINDING EFFECT

SECTION 10. RELATIONSHIP TO SETTLEMENT AGREEMENT

SECTION 11. MODIFICATION AND DURATION

SECTION 12. STIPULATION OF THE PARTIES

FOR PLAINTIFF LUMOS ANALYTICS INC.:

CALDERWOOD & HARKNESS LLP

WHITFIELD, RAINES & GERBER LLP

SECTION 13. ORDER

IT IS SO ORDERED.

PROOF OF SERVICE

Record

Parties

Dates

Amounts