1008-00006 · Client 1008 · Engagement

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CALDERWOOD & HARKNESS LLP

CONFIDENTIAL — INTERNAL USE ONLY

ATTORNEY WORK PRODUCT

MEMORANDUM

I. Purpose

This memorandum confirms the completion of a comprehensive conflicts-of-interest check in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Lumos Analytics Inc. ("Lumos" or the "Client") for a California-specific review and redrafting of confidentiality, invention-assignment, and restrictive covenant provisions in its employment-related agreements. The conflicts check was conducted in accordance with the Firm's General Counsel Office Policies and Procedures Manual (rev. January 2024), as well as the applicable provisions of the California Rules of Professional Conduct, Rules 1.7 and 1.9, and the corresponding provisions of the American Bar Association Model Rules of Professional Conduct.

The conflicts check was initiated on March 7, 2024, following initial contact from Camille Desrosiers, General Counsel and Vice President of Legal at Lumos Analytics Inc., to Renata Vasquez. Ms. Desrosiers's initial inquiry was received via email on March 6, 2024, and a follow-up telephone call took place on March 7, 2024, during which the scope and nature of the proposed engagement were discussed in sufficient detail to permit the Firm to conduct the requisite conflicts analysis.

The engagement letter (Ref. EL-2024-0847-RV) is dated March 12, 2024, and is being delivered concurrently with this memorandum. As required by the Firm's new-matter intake procedures, the engagement letter will not be transmitted to the Client until this conflicts clearance memorandum has been reviewed and approved by the responsible partner and acknowledged by the billing partner.

This memorandum documents all parties, entities, and individuals searched through the Firm's conflicts database and confirms clearance for the engagement. It is intended to serve as a permanent record of the conflicts analysis and should be maintained in the matter file for the duration of the engagement and in accordance with the Firm's document retention policies.

II. Client Identification

The following information identifies the prospective client and has been verified through publicly available records, the Client's own disclosures during the intake process, and independent review of Delaware Division of Corporations and California Secretary of State filings.

Client Name: Lumos Analytics Inc.

Short Name / Trade Name: Lumos / Lumos AI

Entity Type: Corporation

Jurisdiction of Incorporation: Delaware (DE Entity File No. 7482619)

Registered Agent (DE): Fenmore Health IT — Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808

California Secretary of State Entity No.: C4518230

Employer Identification Number (EIN): 84-3291067

Principal Place of Business / Headquarters: 2200 Pacific Avenue, Suite 1400, San Francisco, CA 94115

Description of Business: Lumos Analytics Inc. is an artificial-intelligence and machine-learning platform company that delivers predictive analytics and fraud-detection solutions to mid-market financial institutions. The company operates a software-as-a-service ("SaaS") business model within the financial technology ("fintech") sector. Lumos was founded in 2019 and has experienced significant growth since inception, both in terms of revenue and headcount.

Total Full-Time Employees (FTEs): 187, distributed as follows:

• 142 employees based in California (primarily at the San Francisco headquarters);

• 27 employees based in New York; and

• 18 employees distributed across other states (specific locations to be confirmed during the engagement).

Recent Financing: Lumos completed a Series C financing round on February 14, 2024, raising $68,000,000 in new equity capital at a $410,000,000 post-money valuation. The round was led by Ridgeline Ventures Fund IV, L.P., with participation from existing investors (identities of participating prior investors were not material to the conflicts analysis and have not been independently searched at this time; see note in Section IV.B below).

FY 2023 Annual Recurring Revenue (ARR): $42,300,000

Primary Client Contact: Camille Desrosiers, General Counsel & VP of Legal, Lumos Analytics Inc. Ms. Desrosiers is authorized to give and receive instructions on behalf of Lumos in connection with this engagement, as confirmed in the engagement letter.

III. Engagement Scope Summary

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

1. Review of Existing Agreements. A comprehensive review of all confidentiality, invention-assignment, and restrictive covenant provisions currently contained in Lumos's employment agreements, offer letters, and standalone proprietary-information and inventions-assignment agreements ("PIIAs") applicable to 142 California-based employees. The existing agreements are organized across four employee classification tiers: (a) executive-level employees, (b) senior engineers and data scientists, (c) mid-level employees, and (d) entry-level employees. Each tier is understood to have a distinct agreement template, though certain provisions may be common across tiers.

2. Enforceability Analysis Memorandum. Preparation of a detailed written memorandum analyzing the enforceability of each material provision under current California law, including but not limited to California Business & Professions Code Section 16600 (general prohibition on restraints of trade), Senate Bill 699 (codified at California Business & Professions Code Section 16600.5, effective January 1, 2024), Assembly Bill 1076 (codified at California Labor Code Section 432.5, effective January 1, 2024), California Labor Code Section 2870 (employee inventions made on own time), and related common-law authorities.

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

4. Implementation Guidance. Preparation of a written implementation guide providing recommendations for rollout of the revised agreements to existing employees, including consideration requirements, timing, internal communications strategies, and coordination with the Client's HR consulting firm.

Fee Arrangement: The engagement will be conducted on a blended hourly rate basis, subject to a fee cap of $185,000 (exclusive of out-of-pocket expenses, including travel, filing fees, and third-party vendor costs). The fee cap and applicable hourly rates are set forth in the engagement letter (Ref. EL-2024-0847-RV).

Staffing: The matter will be staffed by the following timekeepers:

It is anticipated that Mr. Crawford's involvement will be limited to billing oversight and occasional substantive consultation, and that the primary working team will consist of Ms. Vasquez, Mr. Archer, and Ms. Petrov.

IV. Parties and Individuals Searched

In accordance with the Firm's conflicts clearance protocols, the following parties, entities, and individuals were identified as relevant to this engagement and were searched through the Firm's conflicts database. The rationale for inclusion of each party is set forth below, together with the search results.

A. Client — Key Principals and Officers

The following individuals were identified as key principals and officers of Lumos Analytics Inc. who will be directly involved in or affected by this engagement. Each individual was searched through the Firm's conflicts database by full name, known aliases, and associated entity affiliations.

Mr. Johal, as Chief Executive Officer, is the senior-most executive of Lumos and is expected to have final approval authority over the revised employment agreement templates. Ms. Desrosiers, as General Counsel, is the Firm's primary point of contact and the individual authorized to give and receive legal advice on behalf of Lumos in connection with this engagement. Mr. Huang, as Vice President of People Operations, oversees all human resources functions and will be the operational lead for implementation of the revised agreements. Dr. Zhao, as Co-Founder and Chief Technology Officer, is a key stakeholder with particular interest in the invention-assignment provisions, given her role in overseeing the company's engineering and data science teams.

Result: No conflicts identified. The Firm has no current or prior representation of, or adverse representation against, any of the above-named individuals in their individual capacities or in any other capacity.

B. Lead Investor — Related Entities and Personnel

The following entities and individual were identified as related parties by virtue of Ridgeline Ventures Fund IV, L.P.'s role as the lead investor in Lumos's recently completed Series C financing round.

Ridgeline Ventures Fund IV, L.P. led Lumos's $68,000,000 Series C financing round, which closed on February 14, 2024. Based on publicly available information and disclosures made during the intake process, Ridgeline's investment represents approximately 16.59% of Lumos's fully diluted equity ($68,000,000 ÷ $410,000,000 post-money valuation). Ridgeline Ventures Management LLC serves as the general partner and fund manager of Ridgeline Ventures Fund IV, L.P., and is the entity through which Ridgeline exercises its governance and management rights.

Priya Narayanan serves as a Principal at Ridgeline Ventures Management LLC and, pursuant to the terms of the Series C investment documentation, holds a board observer seat on the Lumos Analytics Inc. Board of Directors. According to information provided by Ms. Desrosiers, it was Ms. Narayanan who identified the restrictive covenant and invention-assignment compliance gaps during post-investment legal-housekeeping diligence conducted on or about February 28, 2024. Ms. Narayanan subsequently recommended that Lumos retain outside employment counsel with California-specific expertise to conduct a comprehensive review and remediation of its employment agreements.

It is important to note that Ridgeline is not a client in this engagement. Calderwood & Harkness has not been retained by, and does not represent, Ridgeline Ventures Fund IV, L.P., Ridgeline Ventures Management LLC, or Priya Narayanan in any capacity in connection with this matter. However, as the lead investor and board observer participant, Ridgeline and its affiliated entities were searched to identify any adverse or potentially conflicting representations that might give rise to a conflict or appearance of impropriety.

Additionally, the Firm notes that no search was conducted of other investors participating in the Series C round or of Lumos's earlier-round investors. The identities of these parties were not disclosed during the intake process and are not considered material to the conflicts analysis, as those investors do not hold board seats or observer rights and are not expected to have any involvement in or influence over this engagement. Should additional investor information become available that is relevant to the conflicts analysis, a supplemental search will be conducted.

Result: No conflicts identified. Calderwood & Harkness has no current or prior representation of Ridgeline Ventures Fund IV, L.P., Ridgeline Ventures Management LLC, or Priya Narayanan. No adverse representations against any Ridgeline entity were identified in the Firm's conflicts database. There are no prior matters in which any Ridgeline-affiliated entity appeared as a party, interested party, or material witness in any Firm matter.

C. Other Outside Counsel to Lumos

The following law firm and individual were identified as Lumos's primary outside corporate counsel.

Whitmore & Cheng LLP serves as Lumos's primary outside corporate counsel and has represented Lumos on a range of corporate matters, including its Series A, Series B, and Series C financing rounds, as well as general corporate governance and commercial contract matters. Of particular relevance to this engagement, it was Leland Tsao at Whitmore & Cheng LLP who originally drafted the employment agreement templates that are now the subject of Calderwood & Harkness's review. Ms. Desrosiers has indicated that the templates were last substantively updated in the second quarter of 2021, prior to the enactment of SB 699 and AB 1076 and prior to several significant judicial developments in California restrictive covenant and invention-assignment law.

Whitmore & Cheng LLP is not an adverse party in this engagement. The Firm anticipates that coordination between Calderwood & Harkness and Whitmore & Cheng will be necessary and collaborative in nature, particularly with respect to corporate governance implications of the revised employment agreements. Such coordination may include review of potential board resolutions authorizing the adoption of revised agreement templates, assessment of whether amendments to the Lumos Analytics Inc. 2020 Equity Incentive Plan, as amended, are required or advisable in light of changes to invention-assignment provisions, and analysis of any stockholder consent requirements that may be triggered by the revised agreements.

Result: No conflicts identified. Calderwood & Harkness has no current adverse representation against Whitmore & Cheng LLP or Leland Tsao. A review of the Firm's database shows no prior matters involving Whitmore & Cheng as opposing counsel in any active matter. A historical search covering the five-year lookback period likewise returned no adverse representations or matters of concern.

D. Auditor. The following entity and individual were identified as Lumos's independent auditor.

Beacon Hill Audit Partners LLP serves as the independent auditor for Lumos Analytics Inc. and has performed the company's annual audit engagement for the fiscal years ending December 31, 2022 and December 31, 2023. Beacon Hill's audit work is not directly implicated in this engagement in the sense that no audit-related matters are at issue. However, Ms. Desrosiers has indicated that employee compensation data sourced from Beacon Hill's most recent audit workpapers (including salary bands, equity compensation schedules, and bonus structures by employee tier) will be made available to the Calderwood & Harkness engagement team for use in the classification analysis portion of the engagement. Specifically, compensation data will inform the determination of appropriate invention-assignment carve-outs and the analysis of consideration adequacy under California law for modifications to existing employment agreements. Given this nexus between Beacon Hill's work product and the engagement, Beacon Hill was searched as a related party.

Result: No conflicts identified. The Firm has no current or prior representation of or adverse representation against Beacon Hill Audit Partners LLP or Sandra Okafor.

E. HR Consulting Firm

The following entity and individual were identified as an HR consulting firm retained by Lumos.

Orion Talent Advisors, Inc. is retained by Lumos on an ongoing basis for compensation benchmarking and employee classification support. Gerald Huang, Lumos's Vice President of People Operations, coordinates with Orion on rollout logistics for new employment agreements, including the sequencing of agreement execution by employee tier, internal communications planning, and related human resources operational matters. Ms. Desrosiers has advised that Orion may be involved in the implementation phase of this engagement, particularly with respect to the logistical aspects of distributing, executing, and onboarding revised agreements across the 142-person California employee population. Orion was accordingly searched as a related party that may have a collaborative role in the engagement.

Result: No conflicts identified. The Firm has no current or prior representation of or adverse representation against Orion Talent Advisors, Inc. or Marcus Reeves.

V. Conflicts Database Search Methodology

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

Database Used. All entities and individuals listed in Section IV above were searched in Calderwood & Harkness's enterprise-wide conflicts management system, designated "C&H ConflictsCheck" (version 8.2.1, powered by Ridgeway Health IT). The initial search was performed on March 11, 2024, and an updated search was performed on March 12, 2024, to capture any new matter openings or lateral hire disclosures entered into the system between the initial search date and the date of this memorandum.

Search Parameters. The following search parameters were employed for each entity and individual:

• Full legal entity names (e.g., "Lumos Analytics Inc.," "Ridgeline Ventures Fund IV, L.P.," "Ridgeline Ventures Management LLC");

• Trade names and abbreviations commonly associated with each entity (e.g., "Lumos," "Lumos AI," "Ridgeline," "Ridgeline Ventures");

• Individual full names as provided by the Client, including first name, middle name or initial (where known), and surname;

• Known variations of individual names, including common diminutives and alternative transliterations (e.g., "Mei-Lin Zhao," "Meilin Zhao," "M.L. Zhao");

• Employer Identification Numbers (EINs) and state entity file numbers, where available and supported by the system's search functionality (i.e., EIN 84-3291067 for Lumos Analytics Inc.; DE Entity File No. 7482619; CA SOS Entity No. C4518230).

Scope of Search. The search covered the following categories of information within the C&H ConflictsCheck system:

• All active matters across all Calderwood & Harkness offices worldwide;

• All closed matters within a five-year lookback period (March 12, 2019 through March 12, 2024);

• Lateral hire disclosures submitted by all attorneys who joined the Firm within the five-year lookback period, including disclosures of prior representations at their former firms;

• The prospective client database, capturing entities and individuals identified during intake for matters that were ultimately declined or not opened.

Manual Review. In addition to the automated database search, a manual review was conducted of all current Labor & Employment practice group matters in the Firm's San Francisco, New York, and Los Angeles offices. The purpose of this manual review was to identify any potential issue conflicts or positional conflicts arising from the subject matter of this engagement, specifically with respect to California restrictive covenant law (including Business & Professions Code Section 16600, SB 699, and AB 1076), invention-assignment law (including Labor Code Section 2870), and trade-secret law (including the California Uniform Trade Secrets Act and the federal Defend Trade Secrets Act). The manual review was conducted by Devon Archer on March 11, 2024, with results verified on March 12, 2024.

Quality Assurance. All search results were reviewed by Devon Archer and independently verified by Nadia Petrov before being compiled into this memorandum. Any ambiguous or partial matches returned by the system were investigated and resolved as described in Section VI below.

VI. Potential Concerns Reviewed and Resolved

In the course of the conflicts analysis, two potential areas of concern were identified, evaluated, and resolved as described below. Neither constitutes a conflict of interest that would preclude the Firm from accepting the engagement.

A. Positional Conflict Review

The proposed engagement involves advising Lumos, an employer, on the invalidity and required removal of non-compete provisions under California Business & Professions Code Section 16600 and the recently enacted complementary statutes: Senate Bill 699 (codified at California Business & Professions Code Section 16600.5, effective January 1, 2024) and Assembly Bill 1076 (codified at California Labor Code Section 432.5, effective January 1, 2024). The Firm's analysis will take the position that certain provisions in Lumos's existing agreements are unenforceable under California law and must be removed or substantially revised.

A potential positional conflict could arise if the Firm were simultaneously representing another employer client in California in an effort to enforce a post-employment non-compete agreement, or if the Firm were defending an employer against employee claims brought under SB 699 or AB 1076 on a theory inconsistent with the advice to be rendered to Lumos. A review of the Firm's active matter docket confirmed that Calderwood & Harkness does not currently represent any employer in California seeking to enforce a post-employment non-compete agreement. Furthermore, the Firm is not defending any employer against claims under SB 699 or AB 1076 in a manner that would require the Firm to take a legal position inconsistent with the advice to be rendered to Lumos in this engagement.

The Firm does maintain active matters in other jurisdictions (including New York, Texas, and Massachusetts) involving the enforcement of restrictive covenants on behalf of employer clients. However, those matters involve the laws of states that permit enforcement of reasonable restrictive covenants, and the legal positions taken in those matters are not inconsistent with advice regarding California's distinct statutory framework, which imposes a near-absolute prohibition on post-employment non-compete agreements. The California-specific nature of this engagement, combined with the well-recognized distinction between California's approach and the approach of other states, eliminates any material risk of a positional conflict.

Conclusion: No positional conflict exists. No further action is required.

B. Co-Counsel / Collaborative Relationship with Whitmore & Cheng LLP

As noted in Section IV.C above, Whitmore & Cheng LLP, through its partner Leland Tsao, originally drafted the employment agreement templates that Calderwood & Harkness will now review, critique, and substantially redraft as part of this engagement. This circumstance creates a professional sensitivity in that Calderwood & Harkness's enforceability analysis and redlined deliverables will necessarily identify deficiencies, gaps, and areas of non-compliance in the templates that Whitmore & Cheng prepared. In a litigation context, this dynamic could be perceived as a criticism of another firm's work product.

However, the relationship between Calderwood & Harkness and Whitmore & Cheng in this engagement is collaborative rather than adversarial. Lumos has retained Calderwood & Harkness precisely because of the Firm's specialized California labor and employment expertise, and both Camille Desrosiers (Lumos's General Counsel) and Leland Tsao (at Whitmore & Cheng) are aware that the templates require updating in light of legal developments that post-date their original drafting. Ms. Desrosiers has expressly acknowledged during intake discussions that Calderwood & Harkness's deliverables will identify shortcomings in the existing templates, and she has indicated that this is the expected and desired outcome of the engagement.

No ethical conflict arises from this circumstance under the California Rules of Professional Conduct or the ABA Model Rules. Calderwood & Harkness is not being retained to pursue any claim or adverse action against Whitmore & Cheng, and Whitmore & Cheng is not an adverse party. The Firm will, as a matter of professional courtesy, ensure that its deliverables address the deficiencies in the existing templates in an objective, professional manner and will refrain from characterizations that could be perceived as disparaging Whitmore & Cheng's work product.

Conclusion: No conflict exists. The Firm notes the professional courtesy considerations and will conduct the engagement accordingly.

VII. Conclusion and Clearance

Based on the comprehensive search and analysis described above, including automated searches of the Firm's enterprise-wide conflicts management system, manual review of the Labor & Employment practice group's active matter dockets, and evaluation of potential positional and relational concerns, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Lumos Analytics Inc. in the matter described herein.

The engagement may proceed. Matter No. 1008-00006 is cleared for opening in the Firm's matter management system, and all timekeepers listed in Section III may begin recording time to the matter effective as of the date of this memorandum.

The engagement letter (Ref. EL-2024-0847-RV) dated March 12, 2024, may be transmitted to Camille Desrosiers at Lumos Analytics Inc. for execution on behalf of the Client. Upon receipt of the executed engagement letter, the matter opening process should be finalized by the Firm's Finance & Billing Department.

In the event that additional parties, entities, or individuals are identified during the course of the engagement that were not included in the initial conflicts search, a supplemental conflicts check should be conducted promptly and the results documented as an addendum to this memorandum.

VIII. Signatures / Approval

PREPARED BY:

________________________________________

Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP CA Bar No. 318274

Date: March 12, 2024

REVIEWED AND APPROVED BY:

________________________________________

Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP CA Bar No. 247503

Date: March 12, 2024

BILLING PARTNER ACKNOWLEDGMENT:

________________________________________

Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP

Date: March 12, 2024

IX. Appendix — Summary of Entities and Individuals Searched

The following table consolidates all entity names, individual names, entity identification numbers, and search dates for permanent recordkeeping purposes in connection with Matter No. 1008-00006.

Total Search Entries: 14 (comprising 5 entities and 9 individuals, including trade name and alias variations as noted above).

Summary of Results: All 14 search entries returned a "Clear" result. No matches, partial matches, or flags requiring further investigation were identified.

CONFIDENTIAL — INTERNAL USE ONLY — ATTORNEY WORK PRODUCT This memorandum is a confidential internal communication of Calderwood & Harkness LLP prepared in connection with the Firm's conflicts clearance process. It is not intended for distribution to the Client or any third party. This document is protected by the attorney work product doctrine and the attorney-client privilege to the fullest extent applicable. Unauthorized reproduction, distribution, or disclosure of this memorandum or its contents is strictly prohibited.

TO:

Bernard Crawford, Billing Partner, Labor & Employment

FROM:	Devon Archer, Senior Associate, Labor & Employment (CA Bar No. 318274)
DATE:	March 12, 2024
RE:	Conflicts Clearance — New Matter: Lumos Analytics Inc. — California Confidentiality & Invention-Assignment Review
MATTER NO.:	1008-00006
ENGAGEMENT LETTER REF.:	EL-2024-0847-RV
CLASSIFICATION:	Internal Firm Memorandum — Not for Client Distribution
Timekeeper	Role	Hourly Rate
Renata Vasquez	Partner, Labor & Employment (Responsible Partner)	$1,150/hr
Bernard Crawford	Partner, Labor & Employment (Billing Partner; limited involvement)	$1,100/hr
Devon Archer	Senior Associate, Labor & Employment	$725/hr
Nadia Petrov	Associate, Labor & Employment	$550/hr
Name	Title / Role	Organization
Amir Johal	Chief Executive Officer	Lumos Analytics Inc.
Camille Desrosiers	General Counsel & VP of Legal	Lumos Analytics Inc.
Gerald Huang	Vice President of People Operations	Lumos Analytics Inc.
Dr. Mei-Lin Zhao	Co-Founder & Chief Technology Officer	Lumos Analytics Inc.
Entity / Person	Role	Details
Ridgeline Ventures Fund IV, L.P.	Lead Series C investor	Delaware limited partnership; growth-stage venture capital fund
Ridgeline Ventures Management LLC	General partner / fund manager of Ridgeline Ventures Fund IV, L.P.	Delaware LLC; principal office at 800 El Camino Real, Suite 350, Menlo Park, CA 94025
Priya Narayanan	Principal; Board Observer at Lumos	Ridgeline Ventures Management LLC
Entity / Person	Role	Details
Whitmore & Cheng LLP	General outside corporate counsel to Lumos	California LLP; principal office at 525 University Avenue, Suite 600, Palo Alto, CA 94301
Leland Tsao	Partner, Corporate, at Whitmore & Cheng LLP	Relationship partner for Lumos; handled Series C financing documents; originally drafted employment agreement templates (last updated Q2 2021) now under review
Entity / Person	Role	Details
Beacon Hill Audit Partners LLP	Independent auditor for Lumos	California LLP; principal office at 1900 The Alameda, Suite 200, San Jose, CA 95126

Sandra Okafor	Senior Manager, Audit	Beacon Hill Audit Partners LLP
Entity / Person	Role	Details
Orion Talent Advisors, Inc.	HR consulting firm retained by Lumos	California corporation; principal office at 44 Montgomery Street, Suite 2100, San Francisco, CA 94104
Marcus Reeves	Managing Director, HR Consulting	Orion Talent Advisors, Inc.
No.	Search Term	Category	Search Date	Result
1	Lumos Analytics Inc. (incl. "Lumos," "Lumos AI"; DE File No. 7482619; CA SOS No. C4518230; EIN 84-3291067)	Client	March 11–12, 2024	Clear
2	Amir Johal	Individual — Client Officer (CEO)	March 11–12, 2024	Clear
3	Camille Desrosiers	Individual — Client Officer (GC & VP of Legal)	March 11–12, 2024	Clear
4	Gerald Huang	Individual — Client Officer (VP of People Operations)	March 11–12, 2024	Clear
5	Dr. Mei-Lin Zhao (incl. "Meilin Zhao," "M.L. Zhao")	Individual — Client Officer (Co-Founder & CTO)	March 11–12, 2024	Clear
6	Ridgeline Ventures Fund IV, L.P. (incl. "Ridgeline," "Ridgeline Ventures")	Investor — Lead Series C Investor	March 11–12, 2024	Clear
7	Ridgeline Ventures Management LLC	Investor — Fund Manager / General Partner	March 11–12, 2024	Clear
8	Priya Narayanan	Individual — Investor Personnel (Principal; Board Observer)	March 11–12, 2024	Clear
9	Whitmore & Cheng LLP	Counsel — Outside Corporate Counsel to Client	March 11–12, 2024	Clear
10	Leland Tsao	Individual — Outside Counsel (Relationship Partner)	March 11–12, 2024	Clear
11	Beacon Hill Audit Partners LLP	Auditor — Independent Auditor of Client	March 11–12, 2024	Clear
12	Sandra Okafor	Individual — Auditor Personnel (Senior Manager)	March 11–12, 2024	Clear
13	Orion Talent Advisors, Inc.	Consultant — HR Consulting Firm	March 11–12, 2024	Clear
14	Marcus Reeves	Individual — Consultant Personnel (Managing Director)	March 11–12, 2024	Clear

CALDERWOOD & HARKNESS LLP
CONFIDENTIAL — INTERNAL USE ONLY
ATTORNEY WORK PRODUCT
MEMORANDUM
I. Purpose
This memorandum confirms the completion of a comprehensive conflicts-of-interest check in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") by Lumos Analytics Inc. ("Lumos" or the "Client") for a California-specific review and redrafting of confidentiality, invention-assignment, and restrictive covenant provisions in its employment-related agreements. The conflicts check was conducted in accordance with the Firm's General Counsel Office Policies and Procedures Manual (rev. January 2024), as well as the applicable provisions of the California Rules of Professional Conduct, Rules 1.7 and 1.9, and the corresponding provisions of the American Bar Association Model Rules of Professional Conduct.
The conflicts check was initiated on March 7, 2024, following initial contact from Camille Desrosiers, General Counsel and Vice President of Legal at Lumos Analytics Inc., to Renata Vasquez. Ms. Desrosiers's initial inquiry was received via email on March 6, 2024, and a follow-up telephone call took place on March 7, 2024, during which the scope and nature of the proposed engagement were discussed in sufficient detail to permit the Firm to conduct the requisite conflicts analysis.
The engagement letter (Ref. EL-2024-0847-RV) is dated March 12, 2024, and is being delivered concurrently with this memorandum. As required by the Firm's new-matter intake procedures, the engagement letter will not be transmitted to the Client until this conflicts clearance memorandum has been reviewed and approved by the responsible partner and acknowledged by the billing partner.
This memorandum documents all parties, entities, and individuals searched through the Firm's conflicts database and confirms clearance for the engagement. It is intended to serve as a permanent record of the conflicts analysis and should be maintained in the matter file for the duration of the engagement and in accordance with the Firm's document retention policies.
II. Client Identification
The following information identifies the prospective client and has been verified through publicly available records, the Client's own disclosures during the intake process, and independent review of Delaware Division of Corporations and California Secretary of State filings.
Client Name: Lumos Analytics Inc.
Short Name / Trade Name: Lumos / Lumos AI
Entity Type: Corporation
Jurisdiction of Incorporation: Delaware (DE Entity File No. 7482619)
Registered Agent (DE): Fenmore Health IT — Pemberton Industries, 251 Little Falls Drive, Wilmington, DE 19808
California Secretary of State Entity No.: C4518230
Employer Identification Number (EIN): 84-3291067
Principal Place of Business / Headquarters: 2200 Pacific Avenue, Suite 1400, San Francisco, CA 94115
Description of Business: Lumos Analytics Inc. is an artificial-intelligence and machine-learning platform company that delivers predictive analytics and fraud-detection solutions to mid-market financial institutions. The company operates a software-as-a-service ("SaaS") business model within the financial technology ("fintech") sector. Lumos was founded in 2019 and has experienced significant growth since inception, both in terms of revenue and headcount.
Total Full-Time Employees (FTEs): 187, distributed as follows:
•  142 employees based in California (primarily at the San Francisco headquarters);
•  27 employees based in New York; and
•  18 employees distributed across other states (specific locations to be confirmed during the engagement).
Recent Financing: Lumos completed a Series C financing round on February 14, 2024, raising $68,000,000 in new equity capital at a $410,000,000 post-money valuation. The round was led by Ridgeline Ventures Fund IV, L.P., with participation from existing investors (identities of participating prior investors were not material to the conflicts analysis and have not been independently searched at this time; see note in Section IV.B below).
FY 2023 Annual Recurring Revenue (ARR): $42,300,000
Primary Client Contact: Camille Desrosiers, General Counsel & VP of Legal, Lumos Analytics Inc. Ms. Desrosiers is authorized to give and receive instructions on behalf of Lumos in connection with this engagement, as confirmed in the engagement letter.
III. Engagement Scope Summary
Calderwood & Harkness's San Francisco Labor & Employment practice group is being retained to perform a California-specific review and redrafting engagement encompassing the following principal work streams:
1.  Review of Existing Agreements. A comprehensive review of all confidentiality, invention-assignment, and restrictive covenant provisions currently contained in Lumos's employment agreements, offer letters, and standalone proprietary-information and inventions-assignment agreements ("PIIAs") applicable to 142 California-based employees. The existing agreements are organized across four employee classification tiers: (a) executive-level employees, (b) senior engineers and data scientists, (c) mid-level employees, and (d) entry-level employees. Each tier is understood to have a distinct agreement template, though certain provisions may be common across tiers.
2.  Enforceability Analysis Memorandum. Preparation of a detailed written memorandum analyzing the enforceability of each material provision under current California law, including but not limited to California Business & Professions Code Section 16600 (general prohibition on restraints of trade), Senate Bill 699 (codified at California Business & Professions Code Section 16600.5, effective January 1, 2024), Assembly Bill 1076 (codified at California Labor Code Section 432.5, effective January 1, 2024), California Labor Code Section 2870 (employee inventions made on own time), and related common-law authorities.
3.  Redlined and Clean-Draft Template Agreements. Preparation of redlined versions of each existing template agreement, together with clean-draft revised templates for each of the four employee tiers, incorporating all recommended revisions to bring the agreements into full compliance with applicable California law while preserving the Client's legitimate business interests to the maximum extent permissible.
4.  Implementation Guidance. Preparation of a written implementation guide providing recommendations for rollout of the revised agreements to existing employees, including consideration requirements, timing, internal communications strategies, and coordination with the Client's HR consulting firm.
Fee Arrangement: The engagement will be conducted on a blended hourly rate basis, subject to a fee cap of $185,000 (exclusive of out-of-pocket expenses, including travel, filing fees, and third-party vendor costs). The fee cap and applicable hourly rates are set forth in the engagement letter (Ref. EL-2024-0847-RV).
Staffing: The matter will be staffed by the following timekeepers:
It is anticipated that Mr. Crawford's involvement will be limited to billing oversight and occasional substantive consultation, and that the primary working team will consist of Ms. Vasquez, Mr. Archer, and Ms. Petrov.
IV. Parties and Individuals Searched
In accordance with the Firm's conflicts clearance protocols, the following parties, entities, and individuals were identified as relevant to this engagement and were searched through the Firm's conflicts database. The rationale for inclusion of each party is set forth below, together with the search results.
A. Client — Key Principals and Officers
The following individuals were identified as key principals and officers of Lumos Analytics Inc. who will be directly involved in or affected by this engagement. Each individual was searched through the Firm's conflicts database by full name, known aliases, and associated entity affiliations.
Mr. Johal, as Chief Executive Officer, is the senior-most executive of Lumos and is expected to have final approval authority over the revised employment agreement templates. Ms. Desrosiers, as General Counsel, is the Firm's primary point of contact and the individual authorized to give and receive legal advice on behalf of Lumos in connection with this engagement. Mr. Huang, as Vice President of People Operations, oversees all human resources functions and will be the operational lead for implementation of the revised agreements. Dr. Zhao, as Co-Founder and Chief Technology Officer, is a key stakeholder with particular interest in the invention-assignment provisions, given her role in overseeing the company's engineering and data science teams.
Result: No conflicts identified. The Firm has no current or prior representation of, or adverse representation against, any of the above-named individuals in their individual capacities or in any other capacity.
B. Lead Investor — Related Entities and Personnel
The following entities and individual were identified as related parties by virtue of Ridgeline Ventures Fund IV, L.P.'s role as the lead investor in Lumos's recently completed Series C financing round.
Ridgeline Ventures Fund IV, L.P. led Lumos's $68,000,000 Series C financing round, which closed on February 14, 2024. Based on publicly available information and disclosures made during the intake process, Ridgeline's investment represents approximately 16.59% of Lumos's fully diluted equity ($68,000,000 ÷ $410,000,000 post-money valuation). Ridgeline Ventures Management LLC serves as the general partner and fund manager of Ridgeline Ventures Fund IV, L.P., and is the entity through which Ridgeline exercises its governance and management rights.
Priya Narayanan serves as a Principal at Ridgeline Ventures Management LLC and, pursuant to the terms of the Series C investment documentation, holds a board observer seat on the Lumos Analytics Inc. Board of Directors. According to information provided by Ms. Desrosiers, it was Ms. Narayanan who identified the restrictive covenant and invention-assignment compliance gaps during post-investment legal-housekeeping diligence conducted on or about February 28, 2024. Ms. Narayanan subsequently recommended that Lumos retain outside employment counsel with California-specific expertise to conduct a comprehensive review and remediation of its employment agreements.
It is important to note that Ridgeline is not a client in this engagement. Calderwood & Harkness has not been retained by, and does not represent, Ridgeline Ventures Fund IV, L.P., Ridgeline Ventures Management LLC, or Priya Narayanan in any capacity in connection with this matter. However, as the lead investor and board observer participant, Ridgeline and its affiliated entities were searched to identify any adverse or potentially conflicting representations that might give rise to a conflict or appearance of impropriety.
Additionally, the Firm notes that no search was conducted of other investors participating in the Series C round or of Lumos's earlier-round investors. The identities of these parties were not disclosed during the intake process and are not considered material to the conflicts analysis, as those investors do not hold board seats or observer rights and are not expected to have any involvement in or influence over this engagement. Should additional investor information become available that is relevant to the conflicts analysis, a supplemental search will be conducted.
Result: No conflicts identified. Calderwood & Harkness has no current or prior representation of Ridgeline Ventures Fund IV, L.P., Ridgeline Ventures Management LLC, or Priya Narayanan. No adverse representations against any Ridgeline entity were identified in the Firm's conflicts database. There are no prior matters in which any Ridgeline-affiliated entity appeared as a party, interested party, or material witness in any Firm matter.
C. Other Outside Counsel to Lumos
The following law firm and individual were identified as Lumos's primary outside corporate counsel.
Whitmore & Cheng LLP serves as Lumos's primary outside corporate counsel and has represented Lumos on a range of corporate matters, including its Series A, Series B, and Series C financing rounds, as well as general corporate governance and commercial contract matters. Of particular relevance to this engagement, it was Leland Tsao at Whitmore & Cheng LLP who originally drafted the employment agreement templates that are now the subject of Calderwood & Harkness's review. Ms. Desrosiers has indicated that the templates were last substantively updated in the second quarter of 2021, prior to the enactment of SB 699 and AB 1076 and prior to several significant judicial developments in California restrictive covenant and invention-assignment law.
Whitmore & Cheng LLP is not an adverse party in this engagement. The Firm anticipates that coordination between Calderwood & Harkness and Whitmore & Cheng will be necessary and collaborative in nature, particularly with respect to corporate governance implications of the revised employment agreements. Such coordination may include review of potential board resolutions authorizing the adoption of revised agreement templates, assessment of whether amendments to the Lumos Analytics Inc. 2020 Equity Incentive Plan, as amended, are required or advisable in light of changes to invention-assignment provisions, and analysis of any stockholder consent requirements that may be triggered by the revised agreements.
Result: No conflicts identified. Calderwood & Harkness has no current adverse representation against Whitmore & Cheng LLP or Leland Tsao. A review of the Firm's database shows no prior matters involving Whitmore & Cheng as opposing counsel in any active matter. A historical search covering the five-year lookback period likewise returned no adverse representations or matters of concern.
D. Auditor.  The following entity and individual were identified as Lumos's independent auditor.
Beacon Hill Audit Partners LLP serves as the independent auditor for Lumos Analytics Inc. and has performed the company's annual audit engagement for the fiscal years ending December 31, 2022 and December 31, 2023. Beacon Hill's audit work is not directly implicated in this engagement in the sense that no audit-related matters are at issue. However, Ms. Desrosiers has indicated that employee compensation data sourced from Beacon Hill's most recent audit workpapers (including salary bands, equity compensation schedules, and bonus structures by employee tier) will be made available to the Calderwood & Harkness engagement team for use in the classification analysis portion of the engagement. Specifically, compensation data will inform the determination of appropriate invention-assignment carve-outs and the analysis of consideration adequacy under California law for modifications to existing employment agreements. Given this nexus between Beacon Hill's work product and the engagement, Beacon Hill was searched as a related party.
Result: No conflicts identified. The Firm has no current or prior representation of or adverse representation against Beacon Hill Audit Partners LLP or Sandra Okafor.
E. HR Consulting Firm
The following entity and individual were identified as an HR consulting firm retained by Lumos.
Orion Talent Advisors, Inc. is retained by Lumos on an ongoing basis for compensation benchmarking and employee classification support. Gerald Huang, Lumos's Vice President of People Operations, coordinates with Orion on rollout logistics for new employment agreements, including the sequencing of agreement execution by employee tier, internal communications planning, and related human resources operational matters. Ms. Desrosiers has advised that Orion may be involved in the implementation phase of this engagement, particularly with respect to the logistical aspects of distributing, executing, and onboarding revised agreements across the 142-person California employee population. Orion was accordingly searched as a related party that may have a collaborative role in the engagement.
Result: No conflicts identified. The Firm has no current or prior representation of or adverse representation against Orion Talent Advisors, Inc. or Marcus Reeves.
V. Conflicts Database Search Methodology
The conflicts analysis was conducted in accordance with the Firm's General Counsel Office Policies and Procedures Manual (rev. January 2024) and the Firm's Standing Committee on Professional Responsibility Guidance Memorandum No. 2023-04 (Conflicts Clearance Procedures for New Matters). The following methodology was employed:
Database Used. All entities and individuals listed in Section IV above were searched in Calderwood & Harkness's enterprise-wide conflicts management system, designated "C&H ConflictsCheck" (version 8.2.1, powered by Ridgeway Health IT). The initial search was performed on March 11, 2024, and an updated search was performed on March 12, 2024, to capture any new matter openings or lateral hire disclosures entered into the system between the initial search date and the date of this memorandum.
Search Parameters. The following search parameters were employed for each entity and individual:
•  Full legal entity names (e.g., "Lumos Analytics Inc.," "Ridgeline Ventures Fund IV, L.P.," "Ridgeline Ventures Management LLC");
•  Trade names and abbreviations commonly associated with each entity (e.g., "Lumos," "Lumos AI," "Ridgeline," "Ridgeline Ventures");
•  Individual full names as provided by the Client, including first name, middle name or initial (where known), and surname;
•  Known variations of individual names, including common diminutives and alternative transliterations (e.g., "Mei-Lin Zhao," "Meilin Zhao," "M.L. Zhao");
•  Employer Identification Numbers (EINs) and state entity file numbers, where available and supported by the system's search functionality (i.e., EIN 84-3291067 for Lumos Analytics Inc.; DE Entity File No. 7482619; CA SOS Entity No. C4518230).
Scope of Search. The search covered the following categories of information within the C&H ConflictsCheck system:
•  All active matters across all Calderwood & Harkness offices worldwide;
•  All closed matters within a five-year lookback period (March 12, 2019 through March 12, 2024);
•  Lateral hire disclosures submitted by all attorneys who joined the Firm within the five-year lookback period, including disclosures of prior representations at their former firms;
•  The prospective client database, capturing entities and individuals identified during intake for matters that were ultimately declined or not opened.
Manual Review. In addition to the automated database search, a manual review was conducted of all current Labor & Employment practice group matters in the Firm's San Francisco, New York, and Los Angeles offices. The purpose of this manual review was to identify any potential issue conflicts or positional conflicts arising from the subject matter of this engagement, specifically with respect to California restrictive covenant law (including Business & Professions Code Section 16600, SB 699, and AB 1076), invention-assignment law (including Labor Code Section 2870), and trade-secret law (including the California Uniform Trade Secrets Act and the federal Defend Trade Secrets Act). The manual review was conducted by Devon Archer on March 11, 2024, with results verified on March 12, 2024.
Quality Assurance. All search results were reviewed by Devon Archer and independently verified by Nadia Petrov before being compiled into this memorandum. Any ambiguous or partial matches returned by the system were investigated and resolved as described in Section VI below.
VI. Potential Concerns Reviewed and Resolved
In the course of the conflicts analysis, two potential areas of concern were identified, evaluated, and resolved as described below. Neither constitutes a conflict of interest that would preclude the Firm from accepting the engagement.
A. Positional Conflict Review
The proposed engagement involves advising Lumos, an employer, on the invalidity and required removal of non-compete provisions under California Business & Professions Code Section 16600 and the recently enacted complementary statutes: Senate Bill 699 (codified at California Business & Professions Code Section 16600.5, effective January 1, 2024) and Assembly Bill 1076 (codified at California Labor Code Section 432.5, effective January 1, 2024). The Firm's analysis will take the position that certain provisions in Lumos's existing agreements are unenforceable under California law and must be removed or substantially revised.
A potential positional conflict could arise if the Firm were simultaneously representing another employer client in California in an effort to enforce a post-employment non-compete agreement, or if the Firm were defending an employer against employee claims brought under SB 699 or AB 1076 on a theory inconsistent with the advice to be rendered to Lumos. A review of the Firm's active matter docket confirmed that Calderwood & Harkness does not currently represent any employer in California seeking to enforce a post-employment non-compete agreement. Furthermore, the Firm is not defending any employer against claims under SB 699 or AB 1076 in a manner that would require the Firm to take a legal position inconsistent with the advice to be rendered to Lumos in this engagement.
The Firm does maintain active matters in other jurisdictions (including New York, Texas, and Massachusetts) involving the enforcement of restrictive covenants on behalf of employer clients. However, those matters involve the laws of states that permit enforcement of reasonable restrictive covenants, and the legal positions taken in those matters are not inconsistent with advice regarding California's distinct statutory framework, which imposes a near-absolute prohibition on post-employment non-compete agreements. The California-specific nature of this engagement, combined with the well-recognized distinction between California's approach and the approach of other states, eliminates any material risk of a positional conflict.
Conclusion: No positional conflict exists. No further action is required.
B. Co-Counsel / Collaborative Relationship with Whitmore & Cheng LLP
As noted in Section IV.C above, Whitmore & Cheng LLP, through its partner Leland Tsao, originally drafted the employment agreement templates that Calderwood & Harkness will now review, critique, and substantially redraft as part of this engagement. This circumstance creates a professional sensitivity in that Calderwood & Harkness's enforceability analysis and redlined deliverables will necessarily identify deficiencies, gaps, and areas of non-compliance in the templates that Whitmore & Cheng prepared. In a litigation context, this dynamic could be perceived as a criticism of another firm's work product.
However, the relationship between Calderwood & Harkness and Whitmore & Cheng in this engagement is collaborative rather than adversarial. Lumos has retained Calderwood & Harkness precisely because of the Firm's specialized California labor and employment expertise, and both Camille Desrosiers (Lumos's General Counsel) and Leland Tsao (at Whitmore & Cheng) are aware that the templates require updating in light of legal developments that post-date their original drafting. Ms. Desrosiers has expressly acknowledged during intake discussions that Calderwood & Harkness's deliverables will identify shortcomings in the existing templates, and she has indicated that this is the expected and desired outcome of the engagement.
No ethical conflict arises from this circumstance under the California Rules of Professional Conduct or the ABA Model Rules. Calderwood & Harkness is not being retained to pursue any claim or adverse action against Whitmore & Cheng, and Whitmore & Cheng is not an adverse party. The Firm will, as a matter of professional courtesy, ensure that its deliverables address the deficiencies in the existing templates in an objective, professional manner and will refrain from characterizations that could be perceived as disparaging Whitmore & Cheng's work product.
Conclusion: No conflict exists. The Firm notes the professional courtesy considerations and will conduct the engagement accordingly.
VII. Conclusion and Clearance
Based on the comprehensive search and analysis described above, including automated searches of the Firm's enterprise-wide conflicts management system, manual review of the Labor & Employment practice group's active matter dockets, and evaluation of potential positional and relational concerns, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Lumos Analytics Inc. in the matter described herein.
The engagement may proceed. Matter No. 1008-00006 is cleared for opening in the Firm's matter management system, and all timekeepers listed in Section III may begin recording time to the matter effective as of the date of this memorandum.
The engagement letter (Ref. EL-2024-0847-RV) dated March 12, 2024, may be transmitted to Camille Desrosiers at Lumos Analytics Inc. for execution on behalf of the Client. Upon receipt of the executed engagement letter, the matter opening process should be finalized by the Firm's Finance & Billing Department.
In the event that additional parties, entities, or individuals are identified during the course of the engagement that were not included in the initial conflicts search, a supplemental conflicts check should be conducted promptly and the results documented as an addendum to this memorandum.
VIII. Signatures / Approval
PREPARED BY:
________________________________________
Devon Archer Senior Associate, Labor & Employment Calderwood & Harkness LLP CA Bar No. 318274
Date: March 12, 2024
REVIEWED AND APPROVED BY:
________________________________________
Renata Vasquez Partner, Labor & Employment Calderwood & Harkness LLP CA Bar No. 247503
Date: March 12, 2024
BILLING PARTNER ACKNOWLEDGMENT:
________________________________________
Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP
Date: March 12, 2024
IX. Appendix — Summary of Entities and Individuals Searched
The following table consolidates all entity names, individual names, entity identification numbers, and search dates for permanent recordkeeping purposes in connection with Matter No. 1008-00006.
Total Search Entries: 14 (comprising 5 entities and 9 individuals, including trade name and alias variations as noted above).
Summary of Results: All 14 search entries returned a "Clear" result. No matches, partial matches, or flags requiring further investigation were identified.
CONFIDENTIAL — INTERNAL USE ONLY — ATTORNEY WORK PRODUCT This memorandum is a confidential internal communication of Calderwood & Harkness LLP prepared in connection with the Firm's conflicts clearance process. It is not intended for distribution to the Client or any third party. This document is protected by the attorney work product doctrine and the attorney-client privilege to the fullest extent applicable. Unauthorized reproduction, distribution, or disclosure of this memorandum or its contents is strictly prohibited.
TO: | Renata Vasquez, Partner, Labor & Employment
Bernard Crawford, Billing Partner, Labor & Employment
FROM: | Devon Archer, Senior Associate, Labor & Employment (CA Bar No. 318274)
DATE: | March 12, 2024
RE: | Conflicts Clearance — New Matter: Lumos Analytics Inc. — California Confidentiality & Invention-Assignment Review
MATTER NO.: | 1008-00006
ENGAGEMENT LETTER REF.: | EL-2024-0847-RV
CLASSIFICATION: | Internal Firm Memorandum — Not for Client Distribution
Timekeeper | Role | Hourly Rate
Renata Vasquez | Partner, Labor & Employment (Responsible Partner) | $1,150/hr
Bernard Crawford | Partner, Labor & Employment (Billing Partner; limited involvement) | $1,100/hr
Devon Archer | Senior Associate, Labor & Employment | $725/hr
Nadia Petrov | Associate, Labor & Employment | $550/hr
Name | Title / Role | Organization
Amir Johal | Chief Executive Officer | Lumos Analytics Inc.
Camille Desrosiers | General Counsel & VP of Legal | Lumos Analytics Inc.
Gerald Huang | Vice President of People Operations | Lumos Analytics Inc.
Dr. Mei-Lin Zhao | Co-Founder & Chief Technology Officer | Lumos Analytics Inc.
Entity / Person | Role | Details
Ridgeline Ventures Fund IV, L.P. | Lead Series C investor | Delaware limited partnership; growth-stage venture capital fund
Ridgeline Ventures Management LLC | General partner / fund manager of Ridgeline Ventures Fund IV, L.P. | Delaware LLC; principal office at 800 El Camino Real, Suite 350, Menlo Park, CA 94025
Priya Narayanan | Principal; Board Observer at Lumos | Ridgeline Ventures Management LLC
Entity / Person | Role | Details
Whitmore & Cheng LLP | General outside corporate counsel to Lumos | California LLP; principal office at 525 University Avenue, Suite 600, Palo Alto, CA 94301
Leland Tsao | Partner, Corporate, at Whitmore & Cheng LLP | Relationship partner for Lumos; handled Series C financing documents; originally drafted employment agreement templates (last updated Q2 2021) now under review
Entity / Person | Role | Details
Beacon Hill Audit Partners LLP | Independent auditor for Lumos | California LLP; principal office at 1900 The Alameda, Suite 200, San Jose, CA 95126
Sandra Okafor | Senior Manager, Audit | Beacon Hill Audit Partners LLP
Entity / Person | Role | Details
Orion Talent Advisors, Inc. | HR consulting firm retained by Lumos | California corporation; principal office at 44 Montgomery Street, Suite 2100, San Francisco, CA 94104
Marcus Reeves | Managing Director, HR Consulting | Orion Talent Advisors, Inc.
No. | Search Term | Category | Search Date | Result
1 | Lumos Analytics Inc. (incl. "Lumos," "Lumos AI"; DE File No. 7482619; CA SOS No. C4518230; EIN 84-3291067) | Client | March 11–12, 2024 | Clear
2 | Amir Johal | Individual — Client Officer (CEO) | March 11–12, 2024 | Clear
3 | Camille Desrosiers | Individual — Client Officer (GC & VP of Legal) | March 11–12, 2024 | Clear
4 | Gerald Huang | Individual — Client Officer (VP of People Operations) | March 11–12, 2024 | Clear
5 | Dr. Mei-Lin Zhao (incl. "Meilin Zhao," "M.L. Zhao") | Individual — Client Officer (Co-Founder & CTO) | March 11–12, 2024 | Clear
6 | Ridgeline Ventures Fund IV, L.P. (incl. "Ridgeline," "Ridgeline Ventures") | Investor — Lead Series C Investor | March 11–12, 2024 | Clear
7 | Ridgeline Ventures Management LLC | Investor — Fund Manager / General Partner | March 11–12, 2024 | Clear
8 | Priya Narayanan | Individual — Investor Personnel (Principal; Board Observer) | March 11–12, 2024 | Clear
9 | Whitmore & Cheng LLP | Counsel — Outside Corporate Counsel to Client | March 11–12, 2024 | Clear
10 | Leland Tsao | Individual — Outside Counsel (Relationship Partner) | March 11–12, 2024 | Clear
11 | Beacon Hill Audit Partners LLP | Auditor — Independent Auditor of Client | March 11–12, 2024 | Clear
12 | Sandra Okafor | Individual — Auditor Personnel (Senior Manager) | March 11–12, 2024 | Clear
13 | Orion Talent Advisors, Inc. | Consultant — HR Consulting Firm | March 11–12, 2024 | Clear
14 | Marcus Reeves | Individual — Consultant Personnel (Managing Director) | March 11–12, 2024 | Clear

CALDERWOOD & HARKNESS LLP

ATTORNEY WORK PRODUCT

MEMORANDUM

PREPARED BY:

REVIEWED AND APPROVED BY:

BILLING PARTNER ACKNOWLEDGMENT:

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