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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Embarcadero Center, 34th Floor San Francisco, California 94111

Telephone: (415) 893-7400 Facsimile: (415) 893-7401 www.calderwoodharkness.com

Labor & Employment Practice Group

June 24, 2024

Camille Desrosiers General Counsel & Vice President of Legal Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, California 94115

Re: Closing Letter and Matter Summary — California Confidentiality, Invention-Assignment, and Restrictive Covenant Review and Redrafting

Matter No.: 1008-00006

Engagement Letter Ref.: EL-2024-0847-RV

Dear Ms. Desrosiers:

I. Purpose of This Letter

We write to formally confirm that Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has completed all work undertaken pursuant to its engagement by Lumos Analytics Inc. ("Lumos" or the "Company") relating to the California-specific review and comprehensive redrafting of confidentiality, invention-assignment, and restrictive covenant provisions across Lumos's employment-related agreements. This engagement was governed by the engagement letter dated March 12, 2024 (Ref. EL-2024-0847-RV), which was duly executed by the Company on March 19, 2024, at which time Matter No. 1008-00006 was officially opened in the Firm's records.

As described in greater detail below, we have delivered all work product contemplated by the engagement, including final execution-ready agreement templates, supporting exhibits, legal memoranda, and rollout guidance materials. We understand that Lumos commenced the rollout of the revised agreements to its California-based employees on June 10, 2024, and we are pleased to have supported the Company in that effort.

This matter will be formally closed in the Firm's records as of June 27, 2024, with a status designation of "closed — completed." This letter serves as both a closing confirmation and a comprehensive summary of all deliverables provided and work performed during the engagement. We provide this summary for your records and to facilitate the Company's ongoing reference to the materials we have delivered.

II. Engagement Summary and Background

Lumos Analytics Inc., a Delaware corporation headquartered in San Francisco, California, retained Calderwood & Harkness to conduct a comprehensive review and redrafting of all confidentiality, invention-assignment, and restrictive covenant provisions contained in the Company's employment agreements, offer letters, and standalone proprietary information and inventions agreements ("PIIAs"). The scope of the engagement encompassed agreements applicable to all one hundred forty-two (142) of Lumos's California-based full-time employees, spanning four employee tiers: Executive, Senior Engineer/Data Scientist, Mid-Level, and Entry-Level.

Origin of the Engagement. The engagement was prompted by compliance concerns identified during Lumos's Series C financing, which closed on February 14, 2024. The Series C round raised sixty-eight million dollars ($68,000,000) at a post-money valuation of approximately four hundred ten million dollars ($410,000,000), and was led by Ridgeline Ventures Fund IV, L.P. In the course of the post-closing governance process, Priya Narayanan, Principal at Ridgeline Ventures Management LLC and serving as a board observer of Lumos, prepared a board observer report dated February 28, 2024, in which she flagged several material compliance deficiencies in Lumos's existing employment agreement templates. These deficiencies raised concerns about both enforceability and potential affirmative liability under recently enacted California statutes.

Prior Agreements and Counsel. Lumos's existing template employment agreements — including its standard-form PIIA, offer letter templates, and confidentiality and restrictive covenant provisions — were last substantively updated in the second quarter of 2021 by Whitmore & Cheng LLP, the Company's general outside corporate counsel. The responsible partner at Whitmore & Cheng was Leland Tsao. While the 2021 templates were generally competent for the legal landscape as it existed at the time of their drafting, the intervening period saw significant legislative and judicial developments in California employment law that rendered several provisions non-compliant or unenforceable.

Identified Deficiencies. Calderwood & Harkness's review confirmed and elaborated upon the deficiencies identified in Ms. Narayanan's board observer report. Specifically, we identified the following six areas of concern:

1. Non-Compete Clause. The existing agreements contained a twelve (12)-month post-employment non-competition clause that purported to restrict departing employees from engaging in any competing business on a global basis. This clause was void ab initio under California Business and Professions Code Section 16600, which broadly prohibits contractual restraints on an individual's ability to engage in a lawful profession, trade, or business. Moreover, the clause exposed Lumos to potential affirmative liability under two statutes that took effect on January 1, 2024: Senate Bill 699, codified at Section 16600.5 of the Business and Professions Code, which prohibits employers from entering into or attempting to enforce void non-compete agreements regardless of where and when the contract was signed; and Assembly Bill 1076, codified at Labor Code Section 432.5, which prohibits employers from including non-compete clauses in employment agreements with California employees and requires notification to affected employees. Both statutes create private rights of action and authorize the recovery of damages, including attorneys' fees.

2. Non-Solicitation Clause. The existing agreements included an eighteen (18)-month post-employment non-solicitation clause that restricted departing employees from soliciting both Company employees and Company customers. In light of the California Court of Appeal's decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923 and subsequent developments, customer non-solicitation clauses are increasingly treated as de facto non-compete provisions that are void under Section 16600. Employee non-solicitation provisions, while not categorically void, are subject to significant judicial skepticism and require careful narrowing to survive scrutiny.

3. Invention-Assignment Provisions. The invention-assignment provisions in the existing PIIAs were overbroad in that they purported to assign to Lumos all inventions, discoveries, and works of authorship created by employees during the term of their employment, without regard to whether such inventions were made entirely on the employee's own time and without the use of Company equipment, supplies, facilities, or trade secret information. This formulation failed to incorporate the statutory exclusion mandated by California Labor Code Section 2870. Furthermore, the agreements did not include the mandatory statutory notice required by Section 2872, which requires employers to provide employees with the text of Section 2870 and to notify them of their rights thereunder. Additionally, the agreements lacked a prior-invention disclosure schedule, creating ambiguity about pre-existing intellectual property that employees may have developed before joining Lumos.

4. Indefinite Confidentiality Duration. The confidentiality provisions in the existing agreements imposed obligations of indefinite duration on all categories of confidential information, without distinguishing between information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and information that, while confidential, does not rise to the level of a trade secret. While trade secret protections are not subject to temporal limitation (as they persist for as long as the information retains its trade secret status), an indefinite obligation with respect to non-trade-secret confidential information may be deemed unreasonable and, in certain circumstances, could function as an impermissible restraint on trade.

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

6. Delaware Governing Law. The existing agreements designated Delaware as the governing law jurisdiction, notwithstanding that the agreements at issue governed the employment relationship with California-based employees. Under California Labor Code Section 925, an employer may not require a California-based employee to agree, as a condition of employment, to a provision that would require the employee to adjudicate claims arising in California outside of California or that would deprive the employee of the substantive protections of California law with respect to claims arising in California. The Delaware choice-of-law provision was therefore non-compliant with Section 925 and, as applied to restrictive covenant analysis, could create uncertainty given California's strong public policy against contractual restraints on competition.

Employee Population. The scope of the engagement covered all four employee tiers within Lumos's California workforce, comprising the following:

The Company's total headcount at the time of engagement was one hundred eighty-seven (187) full-time employees, of which the one hundred forty-two (142) California-based employees represent approximately seventy-six percent (76%) of the total workforce. Given Lumos's financial profile — including fiscal year 2023 annual recurring revenue ("ARR") of approximately $42.3 million and research and development expenditure of approximately $18.4 million (representing approximately 43.5% of ARR) — the intellectual property provisions in these agreements are of particular commercial significance to the Company.

III. Staffing

The following attorneys at Calderwood & Harkness were assigned to and worked on this engagement:

Renata Vasquez — Responsible Partner, Labor & Employment Practice Group. California State Bar No. 247503. Ms. Vasquez served as the lead partner on this engagement and maintained overall responsibility for the legal analysis, drafting, and client relationship. Ms. Vasquez's standard hourly rate for this engagement was $1,150.00 per hour.

Bernard Crawford — Billing Partner, Labor & Employment Practice Group. Mr. Crawford's involvement in this engagement was limited to engagement oversight and billing administration. Mr. Crawford's standard hourly rate for this engagement was $1,100.00 per hour.

Devon Archer — Lead Associate, Labor & Employment Practice Group. California State Bar No. 318274 (admitted 2018). Mr. Archer served as the primary drafting attorney and day-to-day contact for the engagement, responsible for substantive legal research, drafting and revising all agreement templates and memoranda, and coordinating with client personnel and outside counsel at Whitmore & Cheng LLP. Mr. Archer's standard hourly rate for this engagement was $725.00 per hour.

Nadia Petrov — Working Associate, Labor & Employment Practice Group. California State Bar No. 342891 (admitted 2021). Ms. Petrov provided research and drafting support throughout the engagement, with particular focus on the statutory analysis underlying the enforceability memorandum and the preparation of the rollout guidance materials. Ms. Petrov's standard hourly rate for this engagement was $550.00 per hour.

IV. Engagement Timeline

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

V. Comprehensive List of Deliverables

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

Deliverable 1: California Enforceability Analysis Memorandum

Date Delivered: April 8, 2024

Description: A comprehensive client-facing legal memorandum analyzing the enforceability of Lumos's existing employment agreement provisions under current California law. The memorandum addressed each of the six identified deficiency areas in detail: (i) the non-compete clause, which is void under California Business and Professions Code Section 16600 and which creates potential affirmative liability under SB 699 (Section 16600.5) and AB 1076 (Labor Code Section 432.5), both effective January 1, 2024; (ii) the employee and customer non-solicitation clause, including a discussion of the evolving enforceability landscape following the Court of Appeal's decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc.; (iii) deficiencies in the invention-assignment provisions, including the absence of the mandatory California Labor Code Section 2870 notice, the overbroad scope of the assignment clause, and the lack of a prior-invention disclosure schedule; (iv) the indefinite duration of confidentiality obligations, with our recommendation to adopt a bifurcated approach limiting non-trade-secret confidential information obligations to three (3) years post-separation while preserving indefinite protection for bona fide trade secrets; (v) the absence of the whistleblower immunity notice required by the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b); and (vi) the Delaware choice-of-law clause, which is non-compliant with California Labor Code Section 925 for California-based employees.

The memorandum covered all one hundred forty-two (142) California employees across all four tiers and referenced the Company's financial context, including fiscal year 2023 ARR of $42.3 million, R&D expenditure of $18.4 million (approximately 43.5% of ARR), the Series C financing details, and the significance of intellectual property protections given the Company's technology-intensive business model.

Deliverable 2: Redline Mark-Up of Existing PIIA (Executive Tier)

Date Delivered: April 22, 2024

Description: A tracked-changes redline of the legacy Q2 2021 Proprietary Information & Inventions Agreement for the Executive Tier, prepared to show all proposed revisions against the original template. The redline reflected the following substantive changes: (a) deletion in its entirety of the twelve (12)-month global post-employment non-competition clause; (b) narrowing of the eighteen (18)-month non-solicitation clause, including removal of the customer non-solicitation provision and limitation of the employee non-solicitation provision to a narrow, permissible scope; (c) insertion of the California Labor Code Section 2870 statutory notice as Exhibit B; (d) addition of a Prior Inventions Disclosure Schedule as Exhibit A; (e) revision of the invention-assignment clause to exclude inventions made entirely on the employee's own time without the use of Company equipment, supplies, facilities, or trade secret information, consistent with Section 2870; (f) insertion of the DTSA whistleblower immunity notice under 18 U.S.C. § 1833(b); (g) change of governing law from Delaware to California, with a forum selection clause designating the state and federal courts located in San Francisco County, California; and (h) limitation of non-trade-secret confidential information obligations to three (3) years post-separation, while maintaining indefinite duration for trade secret obligations. Corresponding redlines for the Senior Engineer/Data Scientist, Mid-Level, and Entry-Level tiers were delivered simultaneously for client review.

Deliverable 3: Final PIIA — Executive Tier

Date Delivered: May 29, 2024

Description: The final, execution-ready Proprietary Information & Inventions Agreement template for executive-tier employees, including C-suite officers and Vice Presidents. This template is applicable to eleven (11) California-based employees with base salaries ranging from $275,000 to $425,000 and equity grant ranges of 0.15% to 1.20% of fully diluted equity. The final Executive Tier PIIA includes California-compliant confidentiality obligations (with the bifurcated duration approach described above), invention-assignment provisions incorporating the Section 2870 exclusion, the DTSA whistleblower immunity notice, California governing law with a San Francisco County forum selection clause, and no non-compete or customer non-solicitation clause. The agreement is accompanied by Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice).

Deliverable 4: Final PIIA — Senior Engineer / Data Scientist Tier

Date Delivered: May 29, 2024

Description: The final, execution-ready Proprietary Information & Inventions Agreement template for senior engineer and data scientist-tier employees, applicable to thirty-eight (38) California-based employees with base salaries ranging from $195,000 to $310,000 and equity grant ranges of 0.03% to 0.12% of fully diluted equity. This template is substantively similar to the Executive Tier PIIA, with tier-appropriate modifications to the intellectual property ownership provisions for technical contributions. Specifically, the Senior Engineer/Data Scientist Tier PIIA includes detailed definitions of "Company Technology" and "Assigned Inventions" tailored to the nature of the technical work performed by this employee population, including software development, machine learning model design, data pipeline architecture, and algorithm development. The agreement is accompanied by Exhibit A and Exhibit B.

Deliverable 5: Final PIIA — Mid-Level / Entry-Level Tier (Combined)

Date Delivered: May 29, 2024

Description: The final, execution-ready Proprietary Information & Inventions Agreement template for mid-level and entry-level employees, applicable to a combined population of ninety-three (93) California-based employees (fifty-four (54) mid-level employees with base salaries ranging from $125,000 to $195,000 and equity grant ranges of 0.01% to 0.03% of fully diluted equity; thirty-nine (39) entry-level employees with base salaries ranging from $85,000 to $130,000 and equity grant ranges of 0.005% to 0.01% of fully diluted equity). After discussion with the Company, the originally contemplated separate Mid-Level and Entry-Level templates were consolidated into a single combined template. This is a streamlined version of the PIIA with simplified confidentiality definitions appropriate for non-executive, non-senior-technical roles, while maintaining all legally required provisions including the Section 2870 exclusion, statutory notice, DTSA immunity notice, California governing law, and the bifurcated confidentiality duration approach. The agreement is accompanied by Exhibit A and Exhibit B.

Deliverable 6: Exhibit A — Prior Inventions Disclosure Schedule

Date Delivered: May 29, 2024

Description: A standardized template exhibit designed for attachment to each tier's PIIA. Exhibit A provides a structured form for employees to identify and list all prior inventions, original works of authorship, developments, improvements, and trade secrets that were conceived, developed, or reduced to practice by the employee prior to the commencement of employment with Lumos and that the employee wishes to exclude from the scope of the invention-assignment provisions of the PIIA. The exhibit includes a "No Prior Inventions" check-box option for employees who have no prior inventions to disclose, a signature block, a date line, and instructions for completion. The form is designed to be completed by the employee at the time of execution of the PIIA and retained by the Company in the employee's personnel file.

Deliverable 7: Exhibit B — California Labor Code § 2870 Statutory Notice

Date Delivered: May 29, 2024

Description: A standardized template exhibit reproducing the full statutory text of California Labor Code Sections 2870 and 2872. Exhibit B satisfies the mandatory notice requirement of Section 2872, which provides that an employer shall not require a provision made void by Section 2870 as a condition of employment or continued employment, and that the employer must give notice to each employee of the provisions of Section 2870. The exhibit is designed for attachment to each tier's PIIA and includes a signature acknowledgment block for the employee to confirm receipt and review of the statutory notice.

Deliverable 8: Implementation and Rollout Guidance Memorandum

Date Delivered: May 29, 2024

Description: A comprehensive client-facing guidance memorandum providing step-by-step instructions for the rollout of the revised PIIA templates to all one hundred forty-two (142) California-based employees. The memorandum addressed the following topics in detail:

• Fresh Consideration Analysis. Guidance on the fresh consideration requirements for obtaining enforceable signatures from current employees who are being asked to execute new or revised agreements, including analysis of whether continued employment alone constitutes adequate consideration under California law and recommendations for supplemental consideration where appropriate.

• Logistics Coordination. Recommendations for coordination with Orion Talent Advisors, Inc. (contact: Marcus Reeves), Lumos's external HR consulting firm, on rollout logistics, including scheduling, document distribution, signature collection, and tracking.

• Communication Templates and FAQ. Draft internal communication templates (email announcements, manager talking points) and a frequently asked questions document for use by Lumos's People Operations team in explaining the purpose and significance of the revised agreements to employees.

• Board-Level and Corporate Governance Steps. Identification of corporate governance actions that may be required in connection with the revised agreements, including potential board resolutions or amendments to the Company's 2020 Equity Incentive Plan, with a recommendation to coordinate with Whitmore & Cheng LLP (Leland Tsao) on these items.

• Recordkeeping Obligations. Guidance on document retention, personnel file maintenance, and compliance with California's personnel records inspection requirements under Labor Code Section 1198.5.

• SB 699 Notification Requirement. Detailed guidance on the notification obligation under SB 699 (Bus. & Prof. Code § 16600.5) requiring Lumos to notify both current and former employees who were subject to the voided non-compete provisions that such provisions are void and unenforceable. The memorandum included a template notification letter for this purpose.

• Recommended Timeline. A recommended completion timeline targeting full rollout by June 30, 2024, with interim milestones for each phase of the process.

Deliverable 9: Coordination Email to Whitmore & Cheng LLP

Date Delivered: May 20, 2024

Description: An email from Devon Archer (Calderwood & Harkness) to Leland Tsao (Partner, Whitmore & Cheng LLP), with copies to Camille Desrosiers (Lumos) and Renata Vasquez (Calderwood & Harkness). The email summarized the substantive revisions made to Lumos's employment agreement templates, identified the corporate governance questions arising from the revised agreements, requested Whitmore & Cheng's input on whether board resolutions, stockholder consents, or amendments to the 2020 Equity Incentive Plan would be required in connection with the revised intellectual property assignment and confidentiality provisions, and proposed a coordination call (which took place on May 20, 2024) to align on next steps.

VI. Key Legal Issues Addressed — Summary of Resolutions

The following is a brief summary of how each of the six key legal issues identified in the California Enforceability Analysis Memorandum (Deliverable 1) was resolved in the final agreement templates:

1. Non-Compete. The twelve (12)-month global post-employment non-competition clause was deleted in its entirety from all tier templates. This provision was void under California Business and Professions Code Section 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." Retention of the provision would have exposed Lumos to potential liability under SB 699 (Section 16600.5) and AB 1076 (Labor Code Section 432.5), both of which became effective January 1, 2024. The Implementation and Rollout Guidance Memorandum (Deliverable 8) addresses the SB 699 notification obligations to both current and former employees who were previously subject to the voided non-compete provisions, including a template notification letter.

2. Non-Solicitation. The eighteen (18)-month combined employee and customer non-solicitation clause was substantially revised. The customer non-solicitation provision was removed in its entirety, as such provisions are increasingly treated as de facto non-compete clauses that are void under Section 16600, particularly following the Court of Appeal's analysis in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923. The employee non-solicitation provision was retained only to the extent permissible under current California law, with a significantly narrowed scope limited to active solicitation of employees with whom the departing employee had a direct reporting or supervisory relationship, and with a reduced duration. We note that the enforceability of even narrow employee non-solicitation provisions remains an evolving area of California law, and we recommend that Lumos monitor judicial developments in this area.

3. Invention Assignment. The overbroad invention-assignment clause was revised to expressly exclude from the assignment obligation any invention that qualifies for the statutory exemption under California Labor Code Section 2870 — i.e., inventions developed entirely on the employee's own time without the use of Company equipment, supplies, facilities, or trade secret information, unless the invention relates to the Company's business or actual or demonstrably anticipated research or development. The mandatory statutory notice required by Section 2872 was added as Exhibit B to each tier's PIIA. A Prior Inventions Disclosure Schedule was added as Exhibit A, enabling employees to identify and exclude pre-existing intellectual property from the scope of the assignment.

4. Confidentiality Duration. The confidentiality provisions were revised to adopt a bifurcated approach. Obligations with respect to information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) remain in effect indefinitely — i.e., for so long as the information retains its trade secret status. Obligations with respect to non-trade-secret confidential information are limited to a period of three (3) years following the termination of the employee's employment with the Company. This approach balances the Company's legitimate interest in protecting its proprietary information against the requirement that post-employment restrictions be reasonable in scope and duration.

5. DTSA Whistleblower Notice. The immunity notice mandated by 18 U.S.C. § 1833(b) was inserted into all tier templates. This notice informs employees that they may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or made in a complaint or other document filed under seal in a lawsuit or other proceeding. Inclusion of this notice preserves Lumos's ability to seek exemplary damages and attorneys' fees in any future DTSA enforcement action.

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

VII. Billing and Fee Confirmation

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

The final invoice for the engagement will be submitted under separate cover in accordance with the monthly billing terms established in the engagement letter. Payment terms are net thirty (30) days from the date of invoice. Any out-of-pocket expenses incurred during the engagement, including document production costs, secure file transfer fees, and similar disbursements, will be itemized separately on the final invoice. We do not anticipate that out-of-pocket expenses for this engagement will be material.

Should you have any questions regarding the final invoice or any prior billing statements issued during the course of the engagement, please do not hesitate to contact Bernard Crawford, Billing Partner, or Renata Vasquez directly.

VIII. Document Retention and File Disposition

Calderwood & Harkness will retain the engagement file for Matter No. 1008-00006 in accordance with the Firm's standard document retention policy, a copy of which was provided to Lumos with the engagement letter. Under the Firm's current policy, client files are retained for a period of seven (7) years from the date of matter closure, after which the Firm may destroy the files in accordance with its standard procedures, unless the client has requested otherwise in writing.

We note that certain materials generated during this engagement were transmitted to Lumos via Calderwood & Harkness SecureShare (portal ID: LSA-0847). Following the closure of this matter, the SecureShare portal associated with this engagement will remain accessible to authorized Lumos users for a period of ninety (90) days — through September 25, 2024. We strongly recommend that Lumos download and retain copies of all materials from the portal prior to that date. After the ninety (90)-day access period, the portal will be deactivated and the materials stored therein will be archived in accordance with the Firm's retention policy.

We further recommend that Lumos retain copies of all final deliverables, as listed in Section V above, in the Company's own legal files, and that copies of the executed agreements for each employee be maintained in the applicable personnel files in accordance with the Company's recordkeeping obligations under California law.

Should Lumos wish to request extended retention of the Firm's engagement file beyond the standard retention period, or should the Company require return of any original documents, please notify us in writing at your convenience and we will make appropriate arrangements.

IX. Matter Closure and Continuing Obligations

Matter No. 1008-00006 will be formally closed in Calderwood & Harkness's records as of June 27, 2024, with a status designation of "closed — completed."

We wish to make clear several important points regarding the closure of this matter:

Privilege and Work Product. The closure of this matter does not constitute a waiver, relinquishment, or abandonment of any attorney-client privilege or work-product protection applicable to the communications, memoranda, drafts, analyses, and other work product generated during the course of this engagement. Lumos retains all rights to assert such privileges and protections, and Calderwood & Harkness will continue to treat all privileged materials as confidential and protected in accordance with applicable professional responsibility rules and the terms of the engagement letter.

Conclusion of Representation. Calderwood & Harkness's representation of Lumos Analytics Inc. in this matter concludes upon the formal closure of the matter. Following closure, the Firm will have no ongoing duty to monitor changes in law, provide legal updates, or take any further action on behalf of Lumos with respect to the subject matter of this engagement, unless a new engagement is established in writing between the parties.

Recommendation for Periodic Review. We note that California employment law continues to evolve, and developments in this area may affect the enforceability or sufficiency of the agreements delivered under this engagement. In particular, we recommend that Lumos engage in periodic review of its employment agreements to account for the following:

• Further judicial interpretation of SB 699 (Bus. & Prof. Code § 16600.5) and AB 1076 (Labor Code § 432.5), including any guidance from California courts on the scope of the notification obligations, the availability of damages, and the retroactive application of these statutes.

• Continued development of the law regarding employee non-solicitation provisions in California, including any appellate decisions that may further clarify or restrict the permissible scope of such provisions following AMN Healthcare.

• Any amendments or new legislation affecting invention-assignment requirements, confidentiality obligations, or choice-of-law provisions in employment agreements.

• Federal developments under the DTSA, the Federal Trade Commission's non-compete rulemaking, and any related regulatory actions that may impact the Company's employment agreements.

We recommend that the Company undertake a comprehensive review of its employment agreement templates no less frequently than annually, and that any such review be conducted in consultation with qualified employment counsel.

X. Availability for Follow-Up

We recognize that questions may arise during the ongoing rollout of the revised agreements or in connection with the implementation guidance we have provided. Renata Vasquez and Devon Archer remain available to assist Lumos with follow-up questions regarding the deliverables, the rollout process, or the legal analysis underlying our work product. We note, however, that if substantive additional legal work is required beyond the scope of this engagement — including, without limitation, the drafting of additional agreement templates, the provision of legal opinions, individual employee negotiations, or advice on specific enforcement situations — a new engagement letter will be required.

Please feel free to reach out to us directly at the contact information provided below:

Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP Telephone: (415) 893-7418

Email: rvasquez@calderwoodharkness.com

Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP Telephone: (415) 893-7452

Email: darcher@calderwoodharkness.com

On behalf of the entire Calderwood & Harkness team, we wish to express our sincere appreciation for the opportunity to serve Lumos Analytics Inc. on this important matter. It has been a pleasure working with you, and we are grateful for the productive collaboration with you, Gerald Huang, and the broader Lumos legal and People Operations teams throughout this engagement. We look forward to the opportunity to serve the Company again in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Renata Vasquez Partner, Labor & Employment California State Bar No. 247503 Telephone: (415) 893-7418

Email: rvasquez@calderwoodharkness.com

cc: Amir Johal, Chief Executive Officer, Lumos Analytics Inc. Gerald Huang, Vice President of People Operations, Lumos Analytics Inc. Bernard Crawford, Billing Partner, Calderwood & Harkness LLP Devon Archer, Senior Associate, Calderwood & Harkness LLP Nadia Petrov, Associate, Calderwood & Harkness LLP

Enclosures: None. All deliverables referenced in this letter were previously transmitted to Lumos Analytics Inc. via Calderwood & Harkness SecureShare (portal ID: LSA-0847) and/or email during the course of the engagement. For a complete listing of all deliverables, please refer to Section V of this letter.

Employee Tier	California Headcount	Base Salary Range	Equity Grant Range (% FD)
Executive (C-Suite, VP)	11	$275,000 – $425,000	0.15% – 1.20%
Senior Engineer / Data Scientist	38	$195,000 – $310,000	0.03% – 0.12%
Mid-Level	54	$125,000 – $195,000	0.01% – 0.03%
Entry-Level	39	$85,000 – $130,000	0.005% – 0.01%
Total California FTEs	142
Date	Event
February 14, 2024	Lumos Analytics Inc. Series C financing closes; Ridgeline Ventures Fund IV, L.P. investment funds received.
February 28, 2024	Priya Narayanan (Principal, Ridgeline Ventures Management LLC), serving as board observer, issues board observer report flagging compliance deficiencies in Lumos's existing employment agreement templates, including void non-compete provisions, overbroad invention-assignment clauses, and missing statutory notices.
March 7, 2024	Initial contact from Camille Desrosiers (General Counsel, Lumos) to Renata Vasquez (Partner, Calderwood & Harkness) to discuss scope of engagement and proposed timeline.
March 12, 2024	Engagement letter (Ref. EL-2024-0847-RV) delivered by Calderwood & Harkness to Lumos. Conflicts-check clearance confirmed across all relevant Calderwood & Harkness offices and practice groups.
March 19, 2024	Engagement letter executed by Lumos (signatory: Camille Desrosiers, General Counsel). Matter No. 1008-00006 officially opened in the Firm's records.
March 25, 2024	Lumos provides existing template agreements (Executive PIIA, Senior Engineer PIIA, Mid-Level PIIA, Entry-Level PIIA, standard offer letter template, and standalone confidentiality agreement template) and complete California employee roster via Calderwood & Harkness SecureShare (portal ID: LSA-0847).
April 8, 2024	Preliminary California Enforceability Analysis Memorandum delivered to Lumos (Deliverable 1).
April 22, 2024	First draft redlined templates delivered for all four employee tiers (Deliverable 2, with corresponding drafts for other tiers provided simultaneously for review).
May 6, 2024	Client comment call with Camille Desrosiers and Gerald Huang (VP of People Operations, Lumos) to discuss redlined drafts, address client questions, and receive consolidated client feedback.
May 13, 2024	Revised drafts incorporating all client comments delivered to Lumos for final review.
May 20, 2024	Coordination call with Leland Tsao (Partner, Whitmore & Cheng LLP) regarding corporate governance implications of the revised employment agreements, including potential need for board resolutions and amendments to the 2020 Equity Incentive Plan. Follow-up email from Devon Archer to Leland Tsao (cc: Camille Desrosiers, Renata Vasquez) memorializing discussion and action items (Deliverable 9).
May 29, 2024	Final execution-ready templates delivered: three tier-specific PIIAs (Executive; Senior Engineer/Data Scientist; Mid-Level/Entry-Level combined), with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (Cal. Labor Code § 2870 Statutory Notice), together with the Implementation and Rollout Guidance Memorandum (Deliverables 3 through 8).
June 10, 2024	Lumos commences rollout of new agreements to California-based employees, in coordination with Orion Talent Advisors, Inc. (Marcus Reeves) and internal People Operations team.
June 24, 2024	Closing Letter and Matter Summary delivered to Lumos (this letter).
June 27, 2024	Matter No. 1008-00006 formally closed in Calderwood & Harkness's records (status: closed — completed).

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Embarcadero Center, 34th Floor San Francisco, California 94111
Telephone: (415) 893-7400 Facsimile: (415) 893-7401 www.calderwoodharkness.com
Labor & Employment Practice Group
June 24, 2024
Camille Desrosiers General Counsel & Vice President of Legal Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, California 94115
Re: Closing Letter and Matter Summary — California Confidentiality, Invention-Assignment, and Restrictive Covenant Review and Redrafting
Matter No.: 1008-00006
Engagement Letter Ref.: EL-2024-0847-RV
Dear Ms. Desrosiers:
I. Purpose of This Letter
We write to formally confirm that Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has completed all work undertaken pursuant to its engagement by Lumos Analytics Inc. ("Lumos" or the "Company") relating to the California-specific review and comprehensive redrafting of confidentiality, invention-assignment, and restrictive covenant provisions across Lumos's employment-related agreements. This engagement was governed by the engagement letter dated March 12, 2024 (Ref. EL-2024-0847-RV), which was duly executed by the Company on March 19, 2024, at which time Matter No. 1008-00006 was officially opened in the Firm's records.
As described in greater detail below, we have delivered all work product contemplated by the engagement, including final execution-ready agreement templates, supporting exhibits, legal memoranda, and rollout guidance materials. We understand that Lumos commenced the rollout of the revised agreements to its California-based employees on June 10, 2024, and we are pleased to have supported the Company in that effort.
This matter will be formally closed in the Firm's records as of June 27, 2024, with a status designation of "closed — completed." This letter serves as both a closing confirmation and a comprehensive summary of all deliverables provided and work performed during the engagement. We provide this summary for your records and to facilitate the Company's ongoing reference to the materials we have delivered.
II. Engagement Summary and Background
Lumos Analytics Inc., a Delaware corporation headquartered in San Francisco, California, retained Calderwood & Harkness to conduct a comprehensive review and redrafting of all confidentiality, invention-assignment, and restrictive covenant provisions contained in the Company's employment agreements, offer letters, and standalone proprietary information and inventions agreements ("PIIAs"). The scope of the engagement encompassed agreements applicable to all one hundred forty-two (142) of Lumos's California-based full-time employees, spanning four employee tiers: Executive, Senior Engineer/Data Scientist, Mid-Level, and Entry-Level.
Origin of the Engagement. The engagement was prompted by compliance concerns identified during Lumos's Series C financing, which closed on February 14, 2024. The Series C round raised sixty-eight million dollars ($68,000,000) at a post-money valuation of approximately four hundred ten million dollars ($410,000,000), and was led by Ridgeline Ventures Fund IV, L.P. In the course of the post-closing governance process, Priya Narayanan, Principal at Ridgeline Ventures Management LLC and serving as a board observer of Lumos, prepared a board observer report dated February 28, 2024, in which she flagged several material compliance deficiencies in Lumos's existing employment agreement templates. These deficiencies raised concerns about both enforceability and potential affirmative liability under recently enacted California statutes.
Prior Agreements and Counsel. Lumos's existing template employment agreements — including its standard-form PIIA, offer letter templates, and confidentiality and restrictive covenant provisions — were last substantively updated in the second quarter of 2021 by Whitmore & Cheng LLP, the Company's general outside corporate counsel. The responsible partner at Whitmore & Cheng was Leland Tsao. While the 2021 templates were generally competent for the legal landscape as it existed at the time of their drafting, the intervening period saw significant legislative and judicial developments in California employment law that rendered several provisions non-compliant or unenforceable.
Identified Deficiencies. Calderwood & Harkness's review confirmed and elaborated upon the deficiencies identified in Ms. Narayanan's board observer report. Specifically, we identified the following six areas of concern:
1. Non-Compete Clause. The existing agreements contained a twelve (12)-month post-employment non-competition clause that purported to restrict departing employees from engaging in any competing business on a global basis. This clause was void ab initio under California Business and Professions Code Section 16600, which broadly prohibits contractual restraints on an individual's ability to engage in a lawful profession, trade, or business. Moreover, the clause exposed Lumos to potential affirmative liability under two statutes that took effect on January 1, 2024: Senate Bill 699, codified at Section 16600.5 of the Business and Professions Code, which prohibits employers from entering into or attempting to enforce void non-compete agreements regardless of where and when the contract was signed; and Assembly Bill 1076, codified at Labor Code Section 432.5, which prohibits employers from including non-compete clauses in employment agreements with California employees and requires notification to affected employees. Both statutes create private rights of action and authorize the recovery of damages, including attorneys' fees.
2. Non-Solicitation Clause. The existing agreements included an eighteen (18)-month post-employment non-solicitation clause that restricted departing employees from soliciting both Company employees and Company customers. In light of the California Court of Appeal's decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923 and subsequent developments, customer non-solicitation clauses are increasingly treated as de facto non-compete provisions that are void under Section 16600. Employee non-solicitation provisions, while not categorically void, are subject to significant judicial skepticism and require careful narrowing to survive scrutiny.
3. Invention-Assignment Provisions. The invention-assignment provisions in the existing PIIAs were overbroad in that they purported to assign to Lumos all inventions, discoveries, and works of authorship created by employees during the term of their employment, without regard to whether such inventions were made entirely on the employee's own time and without the use of Company equipment, supplies, facilities, or trade secret information. This formulation failed to incorporate the statutory exclusion mandated by California Labor Code Section 2870. Furthermore, the agreements did not include the mandatory statutory notice required by Section 2872, which requires employers to provide employees with the text of Section 2870 and to notify them of their rights thereunder. Additionally, the agreements lacked a prior-invention disclosure schedule, creating ambiguity about pre-existing intellectual property that employees may have developed before joining Lumos.
4. Indefinite Confidentiality Duration. The confidentiality provisions in the existing agreements imposed obligations of indefinite duration on all categories of confidential information, without distinguishing between information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and information that, while confidential, does not rise to the level of a trade secret. While trade secret protections are not subject to temporal limitation (as they persist for as long as the information retains its trade secret status), an indefinite obligation with respect to non-trade-secret confidential information may be deemed unreasonable and, in certain circumstances, could function as an impermissible restraint on trade.
5. Absent DTSA Whistleblower Immunity Notice. The existing agreements did not include the immunity notice required under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b). Under the DTSA, an employer that fails to provide this notice in any contract or agreement with an employee governing the use of a trade secret or other confidential information may not be awarded exemplary damages or attorneys' fees in a DTSA action against the employee.
6. Delaware Governing Law. The existing agreements designated Delaware as the governing law jurisdiction, notwithstanding that the agreements at issue governed the employment relationship with California-based employees. Under California Labor Code Section 925, an employer may not require a California-based employee to agree, as a condition of employment, to a provision that would require the employee to adjudicate claims arising in California outside of California or that would deprive the employee of the substantive protections of California law with respect to claims arising in California. The Delaware choice-of-law provision was therefore non-compliant with Section 925 and, as applied to restrictive covenant analysis, could create uncertainty given California's strong public policy against contractual restraints on competition.
Employee Population. The scope of the engagement covered all four employee tiers within Lumos's California workforce, comprising the following:
The Company's total headcount at the time of engagement was one hundred eighty-seven (187) full-time employees, of which the one hundred forty-two (142) California-based employees represent approximately seventy-six percent (76%) of the total workforce. Given Lumos's financial profile — including fiscal year 2023 annual recurring revenue ("ARR") of approximately $42.3 million and research and development expenditure of approximately $18.4 million (representing approximately 43.5% of ARR) — the intellectual property provisions in these agreements are of particular commercial significance to the Company.
III. Staffing
The following attorneys at Calderwood & Harkness were assigned to and worked on this engagement:
Renata Vasquez — Responsible Partner, Labor & Employment Practice Group. California State Bar No. 247503. Ms. Vasquez served as the lead partner on this engagement and maintained overall responsibility for the legal analysis, drafting, and client relationship. Ms. Vasquez's standard hourly rate for this engagement was $1,150.00 per hour.
Bernard Crawford — Billing Partner, Labor & Employment Practice Group. Mr. Crawford's involvement in this engagement was limited to engagement oversight and billing administration. Mr. Crawford's standard hourly rate for this engagement was $1,100.00 per hour.
Devon Archer — Lead Associate, Labor & Employment Practice Group. California State Bar No. 318274 (admitted 2018). Mr. Archer served as the primary drafting attorney and day-to-day contact for the engagement, responsible for substantive legal research, drafting and revising all agreement templates and memoranda, and coordinating with client personnel and outside counsel at Whitmore & Cheng LLP. Mr. Archer's standard hourly rate for this engagement was $725.00 per hour.
Nadia Petrov — Working Associate, Labor & Employment Practice Group. California State Bar No. 342891 (admitted 2021). Ms. Petrov provided research and drafting support throughout the engagement, with particular focus on the statutory analysis underlying the enforceability memorandum and the preparation of the rollout guidance materials. Ms. Petrov's standard hourly rate for this engagement was $550.00 per hour.
IV. Engagement Timeline
Set forth below is a complete chronological timeline of the principal milestones and events during the engagement:
V. Comprehensive List of Deliverables
The following is a numbered and dated list of all final deliverables provided to Lumos during the course of this engagement. All deliverables were transmitted via Calderwood & Harkness SecureShare (portal ID: LSA-0847) and/or email to Camille Desrosiers and, where appropriate, Gerald Huang, unless otherwise noted below.
Deliverable 1: California Enforceability Analysis Memorandum
Date Delivered: April 8, 2024
Description: A comprehensive client-facing legal memorandum analyzing the enforceability of Lumos's existing employment agreement provisions under current California law. The memorandum addressed each of the six identified deficiency areas in detail: (i) the non-compete clause, which is void under California Business and Professions Code Section 16600 and which creates potential affirmative liability under SB 699 (Section 16600.5) and AB 1076 (Labor Code Section 432.5), both effective January 1, 2024; (ii) the employee and customer non-solicitation clause, including a discussion of the evolving enforceability landscape following the Court of Appeal's decision in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc.; (iii) deficiencies in the invention-assignment provisions, including the absence of the mandatory California Labor Code Section 2870 notice, the overbroad scope of the assignment clause, and the lack of a prior-invention disclosure schedule; (iv) the indefinite duration of confidentiality obligations, with our recommendation to adopt a bifurcated approach limiting non-trade-secret confidential information obligations to three (3) years post-separation while preserving indefinite protection for bona fide trade secrets; (v) the absence of the whistleblower immunity notice required by the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b); and (vi) the Delaware choice-of-law clause, which is non-compliant with California Labor Code Section 925 for California-based employees.
The memorandum covered all one hundred forty-two (142) California employees across all four tiers and referenced the Company's financial context, including fiscal year 2023 ARR of $42.3 million, R&D expenditure of $18.4 million (approximately 43.5% of ARR), the Series C financing details, and the significance of intellectual property protections given the Company's technology-intensive business model.
Deliverable 2: Redline Mark-Up of Existing PIIA (Executive Tier)
Date Delivered: April 22, 2024
Description: A tracked-changes redline of the legacy Q2 2021 Proprietary Information & Inventions Agreement for the Executive Tier, prepared to show all proposed revisions against the original template. The redline reflected the following substantive changes: (a) deletion in its entirety of the twelve (12)-month global post-employment non-competition clause; (b) narrowing of the eighteen (18)-month non-solicitation clause, including removal of the customer non-solicitation provision and limitation of the employee non-solicitation provision to a narrow, permissible scope; (c) insertion of the California Labor Code Section 2870 statutory notice as Exhibit B; (d) addition of a Prior Inventions Disclosure Schedule as Exhibit A; (e) revision of the invention-assignment clause to exclude inventions made entirely on the employee's own time without the use of Company equipment, supplies, facilities, or trade secret information, consistent with Section 2870; (f) insertion of the DTSA whistleblower immunity notice under 18 U.S.C. § 1833(b); (g) change of governing law from Delaware to California, with a forum selection clause designating the state and federal courts located in San Francisco County, California; and (h) limitation of non-trade-secret confidential information obligations to three (3) years post-separation, while maintaining indefinite duration for trade secret obligations. Corresponding redlines for the Senior Engineer/Data Scientist, Mid-Level, and Entry-Level tiers were delivered simultaneously for client review.
Deliverable 3: Final PIIA — Executive Tier
Date Delivered: May 29, 2024
Description: The final, execution-ready Proprietary Information & Inventions Agreement template for executive-tier employees, including C-suite officers and Vice Presidents. This template is applicable to eleven (11) California-based employees with base salaries ranging from $275,000 to $425,000 and equity grant ranges of 0.15% to 1.20% of fully diluted equity. The final Executive Tier PIIA includes California-compliant confidentiality obligations (with the bifurcated duration approach described above), invention-assignment provisions incorporating the Section 2870 exclusion, the DTSA whistleblower immunity notice, California governing law with a San Francisco County forum selection clause, and no non-compete or customer non-solicitation clause. The agreement is accompanied by Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice).
Deliverable 4: Final PIIA — Senior Engineer / Data Scientist Tier
Date Delivered: May 29, 2024
Description: The final, execution-ready Proprietary Information & Inventions Agreement template for senior engineer and data scientist-tier employees, applicable to thirty-eight (38) California-based employees with base salaries ranging from $195,000 to $310,000 and equity grant ranges of 0.03% to 0.12% of fully diluted equity. This template is substantively similar to the Executive Tier PIIA, with tier-appropriate modifications to the intellectual property ownership provisions for technical contributions. Specifically, the Senior Engineer/Data Scientist Tier PIIA includes detailed definitions of "Company Technology" and "Assigned Inventions" tailored to the nature of the technical work performed by this employee population, including software development, machine learning model design, data pipeline architecture, and algorithm development. The agreement is accompanied by Exhibit A and Exhibit B.
Deliverable 5: Final PIIA — Mid-Level / Entry-Level Tier (Combined)
Date Delivered: May 29, 2024
Description: The final, execution-ready Proprietary Information & Inventions Agreement template for mid-level and entry-level employees, applicable to a combined population of ninety-three (93) California-based employees (fifty-four (54) mid-level employees with base salaries ranging from $125,000 to $195,000 and equity grant ranges of 0.01% to 0.03% of fully diluted equity; thirty-nine (39) entry-level employees with base salaries ranging from $85,000 to $130,000 and equity grant ranges of 0.005% to 0.01% of fully diluted equity). After discussion with the Company, the originally contemplated separate Mid-Level and Entry-Level templates were consolidated into a single combined template. This is a streamlined version of the PIIA with simplified confidentiality definitions appropriate for non-executive, non-senior-technical roles, while maintaining all legally required provisions including the Section 2870 exclusion, statutory notice, DTSA immunity notice, California governing law, and the bifurcated confidentiality duration approach. The agreement is accompanied by Exhibit A and Exhibit B.
Deliverable 6: Exhibit A — Prior Inventions Disclosure Schedule
Date Delivered: May 29, 2024
Description: A standardized template exhibit designed for attachment to each tier's PIIA. Exhibit A provides a structured form for employees to identify and list all prior inventions, original works of authorship, developments, improvements, and trade secrets that were conceived, developed, or reduced to practice by the employee prior to the commencement of employment with Lumos and that the employee wishes to exclude from the scope of the invention-assignment provisions of the PIIA. The exhibit includes a "No Prior Inventions" check-box option for employees who have no prior inventions to disclose, a signature block, a date line, and instructions for completion. The form is designed to be completed by the employee at the time of execution of the PIIA and retained by the Company in the employee's personnel file.
Deliverable 7: Exhibit B — California Labor Code § 2870 Statutory Notice
Date Delivered: May 29, 2024
Description: A standardized template exhibit reproducing the full statutory text of California Labor Code Sections 2870 and 2872. Exhibit B satisfies the mandatory notice requirement of Section 2872, which provides that an employer shall not require a provision made void by Section 2870 as a condition of employment or continued employment, and that the employer must give notice to each employee of the provisions of Section 2870. The exhibit is designed for attachment to each tier's PIIA and includes a signature acknowledgment block for the employee to confirm receipt and review of the statutory notice.
Deliverable 8: Implementation and Rollout Guidance Memorandum
Date Delivered: May 29, 2024
Description: A comprehensive client-facing guidance memorandum providing step-by-step instructions for the rollout of the revised PIIA templates to all one hundred forty-two (142) California-based employees. The memorandum addressed the following topics in detail:
• Fresh Consideration Analysis. Guidance on the fresh consideration requirements for obtaining enforceable signatures from current employees who are being asked to execute new or revised agreements, including analysis of whether continued employment alone constitutes adequate consideration under California law and recommendations for supplemental consideration where appropriate.
• Logistics Coordination. Recommendations for coordination with Orion Talent Advisors, Inc. (contact: Marcus Reeves), Lumos's external HR consulting firm, on rollout logistics, including scheduling, document distribution, signature collection, and tracking.
• Communication Templates and FAQ. Draft internal communication templates (email announcements, manager talking points) and a frequently asked questions document for use by Lumos's People Operations team in explaining the purpose and significance of the revised agreements to employees.
• Board-Level and Corporate Governance Steps. Identification of corporate governance actions that may be required in connection with the revised agreements, including potential board resolutions or amendments to the Company's 2020 Equity Incentive Plan, with a recommendation to coordinate with Whitmore & Cheng LLP (Leland Tsao) on these items.
• Recordkeeping Obligations. Guidance on document retention, personnel file maintenance, and compliance with California's personnel records inspection requirements under Labor Code Section 1198.5.
• SB 699 Notification Requirement. Detailed guidance on the notification obligation under SB 699 (Bus. & Prof. Code § 16600.5) requiring Lumos to notify both current and former employees who were subject to the voided non-compete provisions that such provisions are void and unenforceable. The memorandum included a template notification letter for this purpose.
• Recommended Timeline. A recommended completion timeline targeting full rollout by June 30, 2024, with interim milestones for each phase of the process.
Deliverable 9: Coordination Email to Whitmore & Cheng LLP
Date Delivered: May 20, 2024
Description: An email from Devon Archer (Calderwood & Harkness) to Leland Tsao (Partner, Whitmore & Cheng LLP), with copies to Camille Desrosiers (Lumos) and Renata Vasquez (Calderwood & Harkness). The email summarized the substantive revisions made to Lumos's employment agreement templates, identified the corporate governance questions arising from the revised agreements, requested Whitmore & Cheng's input on whether board resolutions, stockholder consents, or amendments to the 2020 Equity Incentive Plan would be required in connection with the revised intellectual property assignment and confidentiality provisions, and proposed a coordination call (which took place on May 20, 2024) to align on next steps.
VI. Key Legal Issues Addressed — Summary of Resolutions
The following is a brief summary of how each of the six key legal issues identified in the California Enforceability Analysis Memorandum (Deliverable 1) was resolved in the final agreement templates:
1. Non-Compete. The twelve (12)-month global post-employment non-competition clause was deleted in its entirety from all tier templates. This provision was void under California Business and Professions Code Section 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." Retention of the provision would have exposed Lumos to potential liability under SB 699 (Section 16600.5) and AB 1076 (Labor Code Section 432.5), both of which became effective January 1, 2024. The Implementation and Rollout Guidance Memorandum (Deliverable 8) addresses the SB 699 notification obligations to both current and former employees who were previously subject to the voided non-compete provisions, including a template notification letter.
2. Non-Solicitation. The eighteen (18)-month combined employee and customer non-solicitation clause was substantially revised. The customer non-solicitation provision was removed in its entirety, as such provisions are increasingly treated as de facto non-compete clauses that are void under Section 16600, particularly following the Court of Appeal's analysis in AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923. The employee non-solicitation provision was retained only to the extent permissible under current California law, with a significantly narrowed scope limited to active solicitation of employees with whom the departing employee had a direct reporting or supervisory relationship, and with a reduced duration. We note that the enforceability of even narrow employee non-solicitation provisions remains an evolving area of California law, and we recommend that Lumos monitor judicial developments in this area.
3. Invention Assignment. The overbroad invention-assignment clause was revised to expressly exclude from the assignment obligation any invention that qualifies for the statutory exemption under California Labor Code Section 2870 — i.e., inventions developed entirely on the employee's own time without the use of Company equipment, supplies, facilities, or trade secret information, unless the invention relates to the Company's business or actual or demonstrably anticipated research or development. The mandatory statutory notice required by Section 2872 was added as Exhibit B to each tier's PIIA. A Prior Inventions Disclosure Schedule was added as Exhibit A, enabling employees to identify and exclude pre-existing intellectual property from the scope of the assignment.
4. Confidentiality Duration. The confidentiality provisions were revised to adopt a bifurcated approach. Obligations with respect to information that qualifies as a trade secret under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) remain in effect indefinitely — i.e., for so long as the information retains its trade secret status. Obligations with respect to non-trade-secret confidential information are limited to a period of three (3) years following the termination of the employee's employment with the Company. This approach balances the Company's legitimate interest in protecting its proprietary information against the requirement that post-employment restrictions be reasonable in scope and duration.
5. DTSA Whistleblower Notice. The immunity notice mandated by 18 U.S.C. § 1833(b) was inserted into all tier templates. This notice informs employees that they may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or made in a complaint or other document filed under seal in a lawsuit or other proceeding. Inclusion of this notice preserves Lumos's ability to seek exemplary damages and attorneys' fees in any future DTSA enforcement action.
6. Governing Law. The governing law clause was changed from Delaware to California in all tier templates, consistent with the requirements of California Labor Code Section 925 and to ensure that the agreements are governed by the substantive law of the jurisdiction in which the employees are located and perform their work. A forum selection clause designating the state and federal courts located in San Francisco County, California, as the exclusive forum for disputes arising under the agreements was also added.
VII. Billing and Fee Confirmation
All professional fees incurred in connection with this engagement are subject to the fee cap of one hundred eighty-five thousand dollars ($185,000.00), exclusive of out-of-pocket expenses, as set forth in the engagement letter (Ref. EL-2024-0847-RV). We confirm that the total professional fees incurred during this engagement fall within the $185,000.00 fee cap.
The final invoice for the engagement will be submitted under separate cover in accordance with the monthly billing terms established in the engagement letter. Payment terms are net thirty (30) days from the date of invoice. Any out-of-pocket expenses incurred during the engagement, including document production costs, secure file transfer fees, and similar disbursements, will be itemized separately on the final invoice. We do not anticipate that out-of-pocket expenses for this engagement will be material.
Should you have any questions regarding the final invoice or any prior billing statements issued during the course of the engagement, please do not hesitate to contact Bernard Crawford, Billing Partner, or Renata Vasquez directly.
VIII. Document Retention and File Disposition
Calderwood & Harkness will retain the engagement file for Matter No. 1008-00006 in accordance with the Firm's standard document retention policy, a copy of which was provided to Lumos with the engagement letter. Under the Firm's current policy, client files are retained for a period of seven (7) years from the date of matter closure, after which the Firm may destroy the files in accordance with its standard procedures, unless the client has requested otherwise in writing.
We note that certain materials generated during this engagement were transmitted to Lumos via Calderwood & Harkness SecureShare (portal ID: LSA-0847). Following the closure of this matter, the SecureShare portal associated with this engagement will remain accessible to authorized Lumos users for a period of ninety (90) days — through September 25, 2024. We strongly recommend that Lumos download and retain copies of all materials from the portal prior to that date. After the ninety (90)-day access period, the portal will be deactivated and the materials stored therein will be archived in accordance with the Firm's retention policy.
We further recommend that Lumos retain copies of all final deliverables, as listed in Section V above, in the Company's own legal files, and that copies of the executed agreements for each employee be maintained in the applicable personnel files in accordance with the Company's recordkeeping obligations under California law.
Should Lumos wish to request extended retention of the Firm's engagement file beyond the standard retention period, or should the Company require return of any original documents, please notify us in writing at your convenience and we will make appropriate arrangements.
IX. Matter Closure and Continuing Obligations
Matter No. 1008-00006 will be formally closed in Calderwood & Harkness's records as of June 27, 2024, with a status designation of "closed — completed."
We wish to make clear several important points regarding the closure of this matter:
Privilege and Work Product. The closure of this matter does not constitute a waiver, relinquishment, or abandonment of any attorney-client privilege or work-product protection applicable to the communications, memoranda, drafts, analyses, and other work product generated during the course of this engagement. Lumos retains all rights to assert such privileges and protections, and Calderwood & Harkness will continue to treat all privileged materials as confidential and protected in accordance with applicable professional responsibility rules and the terms of the engagement letter.
Conclusion of Representation. Calderwood & Harkness's representation of Lumos Analytics Inc. in this matter concludes upon the formal closure of the matter. Following closure, the Firm will have no ongoing duty to monitor changes in law, provide legal updates, or take any further action on behalf of Lumos with respect to the subject matter of this engagement, unless a new engagement is established in writing between the parties.
Recommendation for Periodic Review. We note that California employment law continues to evolve, and developments in this area may affect the enforceability or sufficiency of the agreements delivered under this engagement. In particular, we recommend that Lumos engage in periodic review of its employment agreements to account for the following:
• Further judicial interpretation of SB 699 (Bus. & Prof. Code § 16600.5) and AB 1076 (Labor Code § 432.5), including any guidance from California courts on the scope of the notification obligations, the availability of damages, and the retroactive application of these statutes.
• Continued development of the law regarding employee non-solicitation provisions in California, including any appellate decisions that may further clarify or restrict the permissible scope of such provisions following AMN Healthcare.
• Any amendments or new legislation affecting invention-assignment requirements, confidentiality obligations, or choice-of-law provisions in employment agreements.
• Federal developments under the DTSA, the Federal Trade Commission's non-compete rulemaking, and any related regulatory actions that may impact the Company's employment agreements.
We recommend that the Company undertake a comprehensive review of its employment agreement templates no less frequently than annually, and that any such review be conducted in consultation with qualified employment counsel.
X. Availability for Follow-Up
We recognize that questions may arise during the ongoing rollout of the revised agreements or in connection with the implementation guidance we have provided. Renata Vasquez and Devon Archer remain available to assist Lumos with follow-up questions regarding the deliverables, the rollout process, or the legal analysis underlying our work product. We note, however, that if substantive additional legal work is required beyond the scope of this engagement — including, without limitation, the drafting of additional agreement templates, the provision of legal opinions, individual employee negotiations, or advice on specific enforcement situations — a new engagement letter will be required.
Please feel free to reach out to us directly at the contact information provided below:
Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP Telephone: (415) 893-7418
Email: rvasquez@calderwoodharkness.com
Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP Telephone: (415) 893-7452
Email: darcher@calderwoodharkness.com
On behalf of the entire Calderwood & Harkness team, we wish to express our sincere appreciation for the opportunity to serve Lumos Analytics Inc. on this important matter. It has been a pleasure working with you, and we are grateful for the productive collaboration with you, Gerald Huang, and the broader Lumos legal and People Operations teams throughout this engagement. We look forward to the opportunity to serve the Company again in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner, Labor & Employment California State Bar No. 247503 Telephone: (415) 893-7418
Email: rvasquez@calderwoodharkness.com
cc: Amir Johal, Chief Executive Officer, Lumos Analytics Inc. Gerald Huang, Vice President of People Operations, Lumos Analytics Inc. Bernard Crawford, Billing Partner, Calderwood & Harkness LLP Devon Archer, Senior Associate, Calderwood & Harkness LLP Nadia Petrov, Associate, Calderwood & Harkness LLP
Enclosures: None. All deliverables referenced in this letter were previously transmitted to Lumos Analytics Inc. via Calderwood & Harkness SecureShare (portal ID: LSA-0847) and/or email during the course of the engagement. For a complete listing of all deliverables, please refer to Section V of this letter.
Employee Tier | California Headcount | Base Salary Range | Equity Grant Range (% FD)
Executive (C-Suite, VP) | 11 | $275,000 – $425,000 | 0.15% – 1.20%
Senior Engineer / Data Scientist | 38 | $195,000 – $310,000 | 0.03% – 0.12%
Mid-Level | 54 | $125,000 – $195,000 | 0.01% – 0.03%
Entry-Level | 39 | $85,000 – $130,000 | 0.005% – 0.01%
Total California FTEs | 142
Date | Event
February 14, 2024 | Lumos Analytics Inc. Series C financing closes; Ridgeline Ventures Fund IV, L.P. investment funds received.
February 28, 2024 | Priya Narayanan (Principal, Ridgeline Ventures Management LLC), serving as board observer, issues board observer report flagging compliance deficiencies in Lumos's existing employment agreement templates, including void non-compete provisions, overbroad invention-assignment clauses, and missing statutory notices.
March 7, 2024 | Initial contact from Camille Desrosiers (General Counsel, Lumos) to Renata Vasquez (Partner, Calderwood & Harkness) to discuss scope of engagement and proposed timeline.
March 12, 2024 | Engagement letter (Ref. EL-2024-0847-RV) delivered by Calderwood & Harkness to Lumos. Conflicts-check clearance confirmed across all relevant Calderwood & Harkness offices and practice groups.
March 19, 2024 | Engagement letter executed by Lumos (signatory: Camille Desrosiers, General Counsel). Matter No. 1008-00006 officially opened in the Firm's records.
March 25, 2024 | Lumos provides existing template agreements (Executive PIIA, Senior Engineer PIIA, Mid-Level PIIA, Entry-Level PIIA, standard offer letter template, and standalone confidentiality agreement template) and complete California employee roster via Calderwood & Harkness SecureShare (portal ID: LSA-0847).
April 8, 2024 | Preliminary California Enforceability Analysis Memorandum delivered to Lumos (Deliverable 1).
April 22, 2024 | First draft redlined templates delivered for all four employee tiers (Deliverable 2, with corresponding drafts for other tiers provided simultaneously for review).
May 6, 2024 | Client comment call with Camille Desrosiers and Gerald Huang (VP of People Operations, Lumos) to discuss redlined drafts, address client questions, and receive consolidated client feedback.
May 13, 2024 | Revised drafts incorporating all client comments delivered to Lumos for final review.
May 20, 2024 | Coordination call with Leland Tsao (Partner, Whitmore & Cheng LLP) regarding corporate governance implications of the revised employment agreements, including potential need for board resolutions and amendments to the 2020 Equity Incentive Plan. Follow-up email from Devon Archer to Leland Tsao (cc: Camille Desrosiers, Renata Vasquez) memorializing discussion and action items (Deliverable 9).
May 29, 2024 | Final execution-ready templates delivered: three tier-specific PIIAs (Executive; Senior Engineer/Data Scientist; Mid-Level/Entry-Level combined), with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (Cal. Labor Code § 2870 Statutory Notice), together with the Implementation and Rollout Guidance Memorandum (Deliverables 3 through 8).
June 10, 2024 | Lumos commences rollout of new agreements to California-based employees, in coordination with Orion Talent Advisors, Inc. (Marcus Reeves) and internal People Operations team.
June 24, 2024 | Closing Letter and Matter Summary delivered to Lumos (this letter).
June 27, 2024 | Matter No. 1008-00006 formally closed in Calderwood & Harkness's records (status: closed — completed).

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