1008-00006 · Client 1008 · Engagement

engagement-letter-el-2024-0847-rv.docx DOCUMENT Funds

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP One Embarcadero Center, 34th Floor San Francisco, CA 94111 Tel: (415) 926-7000

Reference: EL-2024-0847-RV Matter No.: 1008-00006

March 12, 2024

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

Dear Ms. Desrosiers:

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos" or the "Company") as outside counsel in connection with the matter described herein. We appreciate the confidence you and the Company have placed in our Firm, and we look forward to working with you. This engagement letter (this "Letter") sets forth the terms and conditions of the Firm's representation of the Company and is intended to memorialize the understanding reached during our discussions.

This Letter follows the initial conversation that took place on March 7, 2024, between you and Renata Vasquez, Partner in the Firm's Labor & Employment practice group, regarding the potential engagement of Calderwood & Harkness to assist the Company with certain employment agreement matters. As discussed during that call, this engagement arises in connection with the Company's recent Series C financing and related investor diligence observations concerning the Company's existing employment agreements, specifically with respect to the enforceability and adequacy of the Company's confidentiality, invention-assignment, and restrictive covenant provisions under California law. We understand that certain diligence findings identified during the financing process have prompted the Company to undertake a comprehensive review and updating of these agreements, and we are pleased to assist the Company in that effort.

The terms and conditions of this engagement are set forth in the sections that follow.

1. Scope of Engagement

1.1 Description of Services

Calderwood & Harkness has been retained to conduct a comprehensive California-specific review and redrafting of the Company's confidentiality, invention-assignment, and restrictive covenant provisions across all employment agreements, offer letters, and standalone proprietary-information agreements currently in use by the Company. The objective of this engagement is to ensure that the Company's employment-related agreements comply with applicable California statutes and case law, reflect current best practices for technology companies operating in California, and are appropriately tailored to the Company's workforce structure and business needs.

The scope of this engagement encompasses all employment-related agreements applicable to the Company's California-based workforce, which currently consists of approximately one hundred forty-two (142) full-time employees across four employee tiers, as follows:

(i) Executive (C-suite, Vice President): Eleven (11) employees;

(ii) Senior Engineer / Data Scientist: Thirty-eight (38) employees;

(iii) Mid-Level (Manager, Analyst): Fifty-four (54) employees; and

(iv) Entry-Level (Associate, Junior Engineer): Thirty-nine (39) employees.

The specific deliverables to be prepared by the Firm in connection with this engagement shall include the following:

(a) California Enforceability Analysis Memorandum. A comprehensive memorandum analyzing the enforceability of the Company's existing non-compete, non-solicitation, invention-assignment, and confidentiality provisions under applicable California statutes and case law. This memorandum will address, among other authorities, California Business & Professions Code Section 16600, California Labor Code Sections 2870 through 2872, Senate Bill 699 (codified at California Business & Professions Code Section 16600.5), and Assembly Bill 1076 (codified at California Labor Code Section 432.5), as well as other relevant statutory provisions and judicial decisions. The memorandum will identify provisions in the Company's current agreements that present enforceability risks under California law and will provide specific recommendations for remediation.

(b) Redline Mark-ups of Existing Template Agreements. Detailed redline mark-ups of the Company's existing template employment agreements, offer letters, and standalone proprietary-information agreements, showing all proposed revisions necessary to bring such agreements into compliance with applicable California law and to reflect current best practices. The redlines will be prepared in a format suitable for review by the Company's internal legal team and, where appropriate, by the Company's general outside corporate counsel.

(c) Execution-Ready Template Proprietary Information & Inventions Agreements. Clean, execution-ready template Proprietary Information & Inventions Assignment Agreements ("PIIAs") for each applicable employee tier, specifically: (1) a template for Executive-level employees (C-suite and Vice President); (2) a template for Senior Engineer / Data Scientist employees; and (3) a combined template for Mid-Level and Entry-Level employees (Manager, Analyst, Associate, and Junior Engineer). Each template will be drafted to reflect the specific considerations applicable to the relevant employee tier, including appropriate scope of invention-assignment obligations, confidentiality provisions, and any permissible post-employment restrictions.

(d) Supporting Exhibits. Preparation of supporting exhibits to accompany the template PIIAs, including: (1) a Prior Inventions Disclosure Schedule, to be completed by each employee at the time of execution, listing any inventions, original works of authorship, developments, improvements, or trade secrets that were conceived, created, or reduced to practice by the employee prior to the commencement of employment with the Company and that the employee wishes to exclude from the scope of the invention-assignment provisions; and (2) a California Labor Code Section 2870 Statutory Notice, to be attached to each PIIA in compliance with the requirements of California Labor Code Section 2872.

(e) Implementation and Rollout Guidance Memorandum. A practical guidance memorandum for the Company's internal use, addressing recommended procedures and best practices for the rollout of the revised agreements to the Company's existing California-based workforce. This memorandum will address, among other topics, timing considerations, communication strategies, consideration and consent issues associated with the execution of new agreements by existing employees, and recordkeeping requirements.

(f) Coordination with General Outside Corporate Counsel. Coordination with the Company's general outside corporate counsel, Whitmore & Cheng LLP, and specifically with Leland Tsao, Partner, on corporate governance considerations related to the implementation of the revised employment agreements. Such coordination may include, by way of example but not limitation, discussions regarding the need for board resolutions, stockholder consents, or amendments to the Company's 2020 Equity Incentive Plan or other equity compensation arrangements in connection with the implementation of the revised agreements.

1.2 Limitations on Scope

The scope of this engagement is limited to the California employment law matters described in Section 1.1 above. Without limiting the generality of the foregoing, the Company acknowledges and agrees that Calderwood & Harkness is not engaged, and shall not be deemed to be engaged, to provide any of the following services:

(a) General corporate, securities, tax, intellectual property prosecution, or transactional advice of any kind;

(b) Advice regarding the Company's employment agreements or employment-related obligations for employees based outside of the State of California, including the Company's twenty-seven (27) employees currently based in New York and eighteen (18) employees currently based in other states;

(c) Representation of the Company in any litigation, arbitration, mediation, administrative proceeding, or government investigation, whether pending or threatened; or

(d) Any other legal services not specifically described in Section 1.1 above.

The Company's general outside corporate counsel, Whitmore & Cheng LLP, will continue to handle all corporate-level matters, and Calderwood & Harkness will coordinate with Whitmore & Cheng LLP as needed within the scope defined herein. To the extent that issues arise during the course of this engagement that fall outside the scope described above, the Firm will promptly advise the Company, and the parties will discuss whether a separate engagement or an amendment to this Letter is appropriate.

2. Staffing

The engagement will be staffed through Calderwood & Harkness's Labor & Employment practice group in the Firm's San Francisco office. The following attorneys have been assigned to this matter:

Renata Vasquez, Partner (California State Bar No. 247503) — Ms. Vasquez will serve as the Responsible Partner for this engagement. She will serve as the primary client relationship partner and will provide overall matter supervision, strategic direction, and review of all work product prepared in connection with this engagement. Ms. Vasquez will be the Company's principal point of contact at the Firm for substantive legal matters.

Bernard Crawford, Partner — Mr. Crawford will serve as the Billing Partner for this engagement. His involvement in substantive legal work will be limited; his role will be confined to engagement oversight and billing administration only. Mr. Crawford will not bill time for substantive legal services unless expressly requested by the Company.

Devon Archer, Senior Associate (California State Bar No. 318274; admitted to the California State Bar in 2018) — Mr. Archer will serve as the Lead Associate on this engagement. He will be the primary drafter responsible for the enforceability analysis memorandum, the redline mark-ups of existing template agreements, and the execution-ready template PIIAs. Mr. Archer will also serve as the Firm's primary point of coordination with Whitmore & Cheng LLP on corporate governance considerations within the scope of this engagement.

Nadia Petrov, Associate (California State Bar No. 342891; admitted to the California State Bar in 2021) — Ms. Petrov will serve as the Working Associate on this engagement. Her responsibilities will include legal research, drafting of supporting exhibits (including the Prior Inventions Disclosure Schedule and the California Labor Code Section 2870 Statutory Notice), and supporting the drafting of template agreements and the implementation and rollout guidance memorandum.

The Firm will endeavor to maintain continuity of the staffing team described above throughout the duration of this engagement. Should it become necessary or advisable to assign additional attorneys, paralegals, or other legal professionals to this matter, the Firm will obtain the prior consent of the Company before doing so, except in circumstances where such assignment is necessary to meet time-sensitive deadlines and prior consent is not reasonably practicable, in which case the Firm will notify the Company as promptly as possible.

3. Fees and Billing

3.1 Hourly Rates

Services rendered in connection with this engagement will be billed on an hourly basis at the following rates:

These rates are current as of the date of this Letter and reflect the Firm's standard rates for the attorneys listed above. The Firm's standard practice is to adjust hourly rates on an annual basis, typically effective January 1 of each calendar year; provided, however, that no rate adjustment shall apply during the term of this engagement. In the event that this engagement extends beyond January 1, 2025, the rates set forth above shall remain in effect through the completion or termination of the engagement.

To the extent that paralegal or legal assistant time is utilized in connection with this engagement, such time will be billed at rates ranging from $275.00 to $375.00 per hour, depending on the experience level of the individual.

3.2 Fee Cap

Total professional fees for this engagement shall not exceed One Hundred Eighty-Five Thousand Dollars ($185,000.00) (the "Fee Cap"). The Fee Cap applies exclusively to professional fees for attorney and paralegal time and is exclusive of out-of-pocket expenses and disbursements, which are addressed separately in Section 3.4 below.

Based on the Firm's current staffing plan and estimated scope of work, the Firm anticipates that this engagement will require approximately two hundred twenty (220) total attorney hours at a blended rate of approximately Eight Hundred Forty Dollars ($840.00) per hour. This estimate is provided for informational purposes only and does not constitute a guarantee or fixed-fee arrangement. The Firm will use reasonable efforts to manage the engagement efficiently and within the Fee Cap.

Should the scope of the engagement materially change — whether due to unforeseen complexities in the Company's existing agreements, changes in applicable law, or requests by the Company for additional services — the parties will discuss in good faith any necessary adjustment to the Fee Cap before additional work is performed. No adjustment to the Fee Cap shall be effective unless agreed to in writing by both parties.

3.3 Billing and Payment Terms

The Firm will render invoices on a monthly basis, with each invoice covering services rendered and expenses incurred during the preceding calendar month. Invoices will be directed to the attention of Camille Desrosiers, General Counsel & Vice President of Legal, at the Company's address set forth above, or to such other address or email as the Company may designate from time to time.

Payment is due within thirty (30) days of the date of each invoice. Each invoice will include a summary of services rendered, identification of the attorney or other professional performing the work, hours expended by each individual, a description of the services performed, and the applicable charges for each entry.

In the event that the Company has a question or dispute regarding any portion of an invoice, the Company shall promptly notify the Firm, and the parties will work in good faith to resolve the matter. Any undisputed portion of an invoice shall remain due and payable within the thirty (30) day period set forth above.

3.4 Out-of-Pocket Expenses and Disbursements

In addition to professional fees, the Company will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement. Such expenses may include, but are not limited to, the following:

(a) Travel expenses (if any), including transportation, lodging, and meals, to the extent travel is required in connection with this engagement and approved in advance by the Company;

(b) Document reproduction and printing costs;

(d) Computerized legal research costs (e.g., Westmark Data Systems, Sundial Solutions);

(e) Filing fees, if applicable; and

(f) Other reasonable out-of-pocket costs directly attributable to this engagement.

Out-of-pocket expenses and disbursements are not subject to the Fee Cap described in Section 3.2 above. The Firm will use commercially reasonable efforts to minimize out-of-pocket expenses and will obtain the Company's prior approval for any single expense item in excess of Five Hundred Dollars ($500.00). All expenses will be itemized on the Firm's monthly invoices.

4. Client Identification and Relationship

The Firm's client in this engagement is Lumos Analytics Inc. and Lumos Analytics Inc. only. The Firm does not represent, and shall not be deemed to represent, any affiliates, subsidiaries, parent entities, officers, directors, employees, shareholders, investors, or other related parties of the Company in connection with this engagement or otherwise. Without limiting the generality of the foregoing, the Firm's representation does not extend to any of the following:

(a) Ridgeline Ventures Fund IV, L.P.;

(b) Ridgeline Ventures Management LLC;

(d) Any other entity or individual affiliated with or related to the Company.

The Company's primary contact for all matters relating to this engagement shall be Camille Desrosiers, General Counsel & Vice President of Legal. The Firm will direct all substantive communications, deliverables, and correspondence to Ms. Desrosiers unless otherwise instructed by the Company in writing. The Company may designate additional authorized contacts at any time by providing written notice to the Firm.

5. Conflicts of Interest

The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable California Rules of Professional Conduct. Based on the information available to the Firm as of the date of this Letter, the Firm has determined that no conflicts of interest exist that would preclude the Firm from undertaking this engagement.

The conflicts check encompassed the following persons and entities, among others: Lumos Analytics Inc.; the Company's known officers and directors, including Amir Johal (Chief Executive Officer), Camille Desrosiers (General Counsel & Vice President of Legal), Gerald Huang (Vice President of People Operations), and Dr. Mei-Lin Zhao (Co-Founder & Chief Technology Officer); Ridgeline Ventures Fund IV, L.P. and Ridgeline Ventures Management LLC, including Priya Narayanan (Principal); Whitmore & Cheng LLP; Beacon Hill Audit Partners LLP; and Orion Talent Advisors, Inc.

The Company acknowledges and understands that Calderwood & Harkness is a national law firm with offices in multiple cities across the United States and that the Firm represents numerous clients across a wide range of industries and practice areas. The Company consents to the Firm's continued representation of other clients in matters that are unrelated to this engagement, even if such other clients may be competitors of the Company or may be adverse to the Company in matters unrelated to this engagement, provided that such other representations do not involve a substantially related matter or create a material conflict of interest under the applicable California Rules of Professional Conduct. If the Firm becomes aware of a potential conflict of interest during the course of this engagement, the Firm will promptly notify the Company and will take appropriate steps to address the conflict in accordance with applicable professional responsibility rules.

6. Confidentiality and Document Handling

All communications, documents, memoranda, analyses, and work product exchanged between the Firm and the Company in connection with this engagement shall be treated as confidential and, to the extent applicable, as protected by the attorney-client privilege and/or the work product doctrine. The Firm will take reasonable measures to safeguard the confidentiality of all information received from the Company and to protect the privileged nature of communications between the Firm and the Company.

Documents and work product will be transmitted between the Firm and the Company via the Firm's secure document portal, Calderwood & Harkness SecureShare (portal ID: LSA-0847), or via encrypted email using the Firm's standard encryption protocols. The Company will receive access credentials for the SecureShare portal promptly following execution of this Letter. The Company is encouraged to use the SecureShare portal for the transmission of all sensitive documents, including existing employment agreement templates, employee rosters, and any other materials that contain confidential or proprietary information.

The Company should clearly designate any materials or communications that it considers to be subject to attorney-client privilege or work product protection. The Firm will treat all communications and documents exchanged in connection with this engagement as privileged and confidential unless the Company indicates otherwise or unless disclosure is required by applicable law or professional responsibility rules.

7. Coordination with Other Advisors

In connection with this engagement, the Firm will coordinate as needed with the following advisors of the Company:

(a) Whitmore & Cheng LLP — The Company's general outside corporate counsel. The Firm's primary contact at Whitmore & Cheng LLP will be Leland Tsao, Partner, Corporate Group, located at 525 University Avenue, Suite 600, Palo Alto, California 94301. Coordination with Whitmore & Cheng LLP will be limited to corporate governance considerations related to the implementation of the revised employment agreements, including, by way of example, discussions regarding the need for board resolutions, stockholder consents, or amendments to the Company's 2020 Equity Incentive Plan or other corporate actions that may be required or advisable in connection with the rollout of revised agreements.

(b) Orion Talent Advisors, Inc. — The Company's human resources consulting firm. The Firm's primary contact at Orion Talent Advisors will be Marcus Reeves, Managing Director. Coordination with Orion Talent Advisors will be limited to rollout logistics and operational considerations, to the extent directed by the Company.

The Company hereby authorizes the Firm to share work product, communications, and privileged materials with Whitmore & Cheng LLP and Orion Talent Advisors, Inc. as reasonably necessary to effectuate the scope of this engagement. Such sharing shall be subject to common-interest privilege protections or other applicable privilege doctrines, as appropriate, and shall not be deemed a waiver of any privilege. The Company acknowledges that the Firm will exercise reasonable professional judgment in determining what information to share with these advisors and will seek the Company's direction on any matters of sensitivity or uncertainty.

8. Matter Number and Administrative References

For administrative and billing purposes, the following reference numbers have been assigned to this engagement:

Firm Matter Number: 1008-00006

Engagement Letter Reference: EL-2024-0847-RV

All invoices, correspondence, memoranda, deliverables, and other communications relating to this engagement should reference the Firm Matter Number set forth above. The Company is requested to include the Matter Number in all communications directed to the Firm in connection with this engagement.

For the Firm's internal billing records only, the Company's Employer Identification Number (EIN) is 84-3291067. This information will be maintained in the Firm's billing system in accordance with the Firm's data security and confidentiality policies and will not be disclosed to any third party.

9. Term and Termination

This engagement shall commence upon execution of this Letter by both parties and shall continue until the earlier of: (a) the completion of the deliverables described in Section 1.1 above; or (b) termination of the engagement by either party in accordance with this Section 9.

Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Company terminates the engagement, the Firm will take reasonable steps to protect the Company's interests during the transition period, including the orderly transfer of files and work product. In the event that the Firm seeks to withdraw from the engagement, it shall do so in accordance with its professional obligations under the applicable California Rules of Professional Conduct and shall provide the Company with reasonable notice and opportunity to retain substitute counsel.

Upon termination of this engagement for any reason, the Company shall remain responsible for payment of all professional fees and out-of-pocket expenses incurred through the date of termination, subject to the Fee Cap set forth in Section 3.2 above. The Firm will render a final invoice promptly following the effective date of termination, and payment of such final invoice shall be due within thirty (30) days in accordance with Section 3.3.

10. Document Retention

Upon completion of the engagement, the Firm will retain the engagement file — including correspondence, memoranda, research materials, drafts, and work product — in accordance with the Firm's standard document retention policies, which currently provide for a retention period of ten (10) years from the date of the matter's closure. At the expiration of the applicable retention period, the Firm may destroy the engagement file without further notice to the Company.

Client documents, original materials, and any original records provided by the Company to the Firm during the course of the engagement will be returned to the Company upon request. The Firm may retain copies of such documents as reasonably necessary to comply with applicable professional responsibility rules, the Firm's internal policies, and any applicable legal or regulatory requirements.

The Company is encouraged to maintain its own copies of all documents and work product provided by the Firm during the engagement, as the Firm's document retention obligations are subject to the policies described above.

11. Limitation of Liability; No Guarantee of Outcome

The legal advice and work product provided by the Firm in connection with this engagement will be based on the law as it exists at the time such advice is rendered. The law is subject to change through legislative action, regulatory guidance, and judicial interpretation, and no assurance can be given that the law applicable to the matters addressed in this engagement will not change after the date on which the Firm's advice is provided. The Firm undertakes no obligation to update its advice or work product to reflect changes in the law occurring after the completion of this engagement, unless a separate engagement for such purpose is agreed upon by the parties.

The Firm will exercise reasonable professional care and skill in the performance of the services described in this Letter, consistent with the standards of the legal profession. However, no specific outcome or result is guaranteed, whether with respect to the enforceability of any particular provision, the acceptance of revised agreements by the Company's employees, or any other matter. The practice of law involves the application of professional judgment to uncertain and evolving legal standards, and the Company acknowledges that the Firm's advice represents the Firm's best professional judgment based on the information available and the law in effect at the time.

12. Governing Law

This Letter and the terms and conditions of this engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.

Acceptance and Acknowledgment

We are enthusiastic about the opportunity to work with Lumos Analytics on this important matter and are confident that our team is well positioned to deliver effective and practical solutions. If the foregoing terms and conditions accurately reflect your understanding of the engagement, please so indicate by executing a copy of this Letter in the space provided below and returning the executed copy to the undersigned. Upon execution by both parties, this engagement shall be deemed effective as of the date of this Letter, March 12, 2024.

Please do not hesitate to contact me directly at (415) 926-7142 or rvasquez@calderwoodharkness.com if you have any questions regarding this Letter or any aspect of the proposed engagement.

We look forward to working with you and the Lumos team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Renata Vasquez

Title: Partner, Labor & Employment

Calderwood & Harkness LLP One Embarcadero Center, 34th Floor San Francisco, CA 94111

ACKNOWLEDGED AND AGREED

The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, agrees to the terms and conditions set forth herein, and confirms the engagement of Calderwood & Harkness LLP in accordance with the terms described above.

LUMOS ANALYTICS INC.

By: ________

Name: Camille Desrosiers

Title: General Counsel & Vice President of Legal

Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115

Date: March 19, 2024

Enclosures: None.

Note: The Company's existing employment agreement templates and California employee roster will be provided by the Company to the Firm via the Calderwood & Harkness SecureShare portal (portal ID: LSA-0847) following execution of this engagement letter. The Firm will provide the Company with SecureShare access credentials promptly upon receipt of the executed Letter.

For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Attorney	Hourly Rate
Renata Vasquez (Partner)	$1,150.00
Bernard Crawford (Billing Partner)	$1,100.00
Devon Archer (Senior Associate)	$725.00
Nadia Petrov (Associate)	$550.00

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One Embarcadero Center, 34th Floor San Francisco, CA 94111 Tel: (415) 926-7000 | Fax: (415) 926-7001 www.calderwoodharkness.com
Reference: EL-2024-0847-RV Matter No.: 1008-00006
March 12, 2024
Camille Desrosiers General Counsel & Vice President of Legal Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115
Dear Ms. Desrosiers:
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos" or the "Company") as outside counsel in connection with the matter described herein. We appreciate the confidence you and the Company have placed in our Firm, and we look forward to working with you. This engagement letter (this "Letter") sets forth the terms and conditions of the Firm's representation of the Company and is intended to memorialize the understanding reached during our discussions.
This Letter follows the initial conversation that took place on March 7, 2024, between you and Renata Vasquez, Partner in the Firm's Labor & Employment practice group, regarding the potential engagement of Calderwood & Harkness to assist the Company with certain employment agreement matters. As discussed during that call, this engagement arises in connection with the Company's recent Series C financing and related investor diligence observations concerning the Company's existing employment agreements, specifically with respect to the enforceability and adequacy of the Company's confidentiality, invention-assignment, and restrictive covenant provisions under California law. We understand that certain diligence findings identified during the financing process have prompted the Company to undertake a comprehensive review and updating of these agreements, and we are pleased to assist the Company in that effort.
The terms and conditions of this engagement are set forth in the sections that follow.
1. Scope of Engagement
1.1 Description of Services
Calderwood & Harkness has been retained to conduct a comprehensive California-specific review and redrafting of the Company's confidentiality, invention-assignment, and restrictive covenant provisions across all employment agreements, offer letters, and standalone proprietary-information agreements currently in use by the Company. The objective of this engagement is to ensure that the Company's employment-related agreements comply with applicable California statutes and case law, reflect current best practices for technology companies operating in California, and are appropriately tailored to the Company's workforce structure and business needs.
The scope of this engagement encompasses all employment-related agreements applicable to the Company's California-based workforce, which currently consists of approximately one hundred forty-two (142) full-time employees across four employee tiers, as follows:
(i) Executive (C-suite, Vice President): Eleven (11) employees;
(ii) Senior Engineer / Data Scientist: Thirty-eight (38) employees;
(iii) Mid-Level (Manager, Analyst): Fifty-four (54) employees; and
(iv) Entry-Level (Associate, Junior Engineer): Thirty-nine (39) employees.
The specific deliverables to be prepared by the Firm in connection with this engagement shall include the following:
(a) California Enforceability Analysis Memorandum. A comprehensive memorandum analyzing the enforceability of the Company's existing non-compete, non-solicitation, invention-assignment, and confidentiality provisions under applicable California statutes and case law. This memorandum will address, among other authorities, California Business & Professions Code Section 16600, California Labor Code Sections 2870 through 2872, Senate Bill 699 (codified at California Business & Professions Code Section 16600.5), and Assembly Bill 1076 (codified at California Labor Code Section 432.5), as well as other relevant statutory provisions and judicial decisions. The memorandum will identify provisions in the Company's current agreements that present enforceability risks under California law and will provide specific recommendations for remediation.
(b) Redline Mark-ups of Existing Template Agreements. Detailed redline mark-ups of the Company's existing template employment agreements, offer letters, and standalone proprietary-information agreements, showing all proposed revisions necessary to bring such agreements into compliance with applicable California law and to reflect current best practices. The redlines will be prepared in a format suitable for review by the Company's internal legal team and, where appropriate, by the Company's general outside corporate counsel.
(c) Execution-Ready Template Proprietary Information & Inventions Agreements. Clean, execution-ready template Proprietary Information & Inventions Assignment Agreements ("PIIAs") for each applicable employee tier, specifically: (1) a template for Executive-level employees (C-suite and Vice President); (2) a template for Senior Engineer / Data Scientist employees; and (3) a combined template for Mid-Level and Entry-Level employees (Manager, Analyst, Associate, and Junior Engineer). Each template will be drafted to reflect the specific considerations applicable to the relevant employee tier, including appropriate scope of invention-assignment obligations, confidentiality provisions, and any permissible post-employment restrictions.
(d) Supporting Exhibits. Preparation of supporting exhibits to accompany the template PIIAs, including: (1) a Prior Inventions Disclosure Schedule, to be completed by each employee at the time of execution, listing any inventions, original works of authorship, developments, improvements, or trade secrets that were conceived, created, or reduced to practice by the employee prior to the commencement of employment with the Company and that the employee wishes to exclude from the scope of the invention-assignment provisions; and (2) a California Labor Code Section 2870 Statutory Notice, to be attached to each PIIA in compliance with the requirements of California Labor Code Section 2872.
(e) Implementation and Rollout Guidance Memorandum. A practical guidance memorandum for the Company's internal use, addressing recommended procedures and best practices for the rollout of the revised agreements to the Company's existing California-based workforce. This memorandum will address, among other topics, timing considerations, communication strategies, consideration and consent issues associated with the execution of new agreements by existing employees, and recordkeeping requirements.
(f) Coordination with General Outside Corporate Counsel. Coordination with the Company's general outside corporate counsel, Whitmore & Cheng LLP, and specifically with Leland Tsao, Partner, on corporate governance considerations related to the implementation of the revised employment agreements. Such coordination may include, by way of example but not limitation, discussions regarding the need for board resolutions, stockholder consents, or amendments to the Company's 2020 Equity Incentive Plan or other equity compensation arrangements in connection with the implementation of the revised agreements.
1.2 Limitations on Scope
The scope of this engagement is limited to the California employment law matters described in Section 1.1 above. Without limiting the generality of the foregoing, the Company acknowledges and agrees that Calderwood & Harkness is not engaged, and shall not be deemed to be engaged, to provide any of the following services:
(a) General corporate, securities, tax, intellectual property prosecution, or transactional advice of any kind;
(b) Advice regarding the Company's employment agreements or employment-related obligations for employees based outside of the State of California, including the Company's twenty-seven (27) employees currently based in New York and eighteen (18) employees currently based in other states;
(c) Representation of the Company in any litigation, arbitration, mediation, administrative proceeding, or government investigation, whether pending or threatened; or
(d) Any other legal services not specifically described in Section 1.1 above.
The Company's general outside corporate counsel, Whitmore & Cheng LLP, will continue to handle all corporate-level matters, and Calderwood & Harkness will coordinate with Whitmore & Cheng LLP as needed within the scope defined herein. To the extent that issues arise during the course of this engagement that fall outside the scope described above, the Firm will promptly advise the Company, and the parties will discuss whether a separate engagement or an amendment to this Letter is appropriate.
2. Staffing
The engagement will be staffed through Calderwood & Harkness's Labor & Employment practice group in the Firm's San Francisco office. The following attorneys have been assigned to this matter:
Renata Vasquez, Partner (California State Bar No. 247503) — Ms. Vasquez will serve as the Responsible Partner for this engagement. She will serve as the primary client relationship partner and will provide overall matter supervision, strategic direction, and review of all work product prepared in connection with this engagement. Ms. Vasquez will be the Company's principal point of contact at the Firm for substantive legal matters.
Bernard Crawford, Partner — Mr. Crawford will serve as the Billing Partner for this engagement. His involvement in substantive legal work will be limited; his role will be confined to engagement oversight and billing administration only. Mr. Crawford will not bill time for substantive legal services unless expressly requested by the Company.
Devon Archer, Senior Associate (California State Bar No. 318274; admitted to the California State Bar in 2018) — Mr. Archer will serve as the Lead Associate on this engagement. He will be the primary drafter responsible for the enforceability analysis memorandum, the redline mark-ups of existing template agreements, and the execution-ready template PIIAs. Mr. Archer will also serve as the Firm's primary point of coordination with Whitmore & Cheng LLP on corporate governance considerations within the scope of this engagement.
Nadia Petrov, Associate (California State Bar No. 342891; admitted to the California State Bar in 2021) — Ms. Petrov will serve as the Working Associate on this engagement. Her responsibilities will include legal research, drafting of supporting exhibits (including the Prior Inventions Disclosure Schedule and the California Labor Code Section 2870 Statutory Notice), and supporting the drafting of template agreements and the implementation and rollout guidance memorandum.
The Firm will endeavor to maintain continuity of the staffing team described above throughout the duration of this engagement. Should it become necessary or advisable to assign additional attorneys, paralegals, or other legal professionals to this matter, the Firm will obtain the prior consent of the Company before doing so, except in circumstances where such assignment is necessary to meet time-sensitive deadlines and prior consent is not reasonably practicable, in which case the Firm will notify the Company as promptly as possible.
3. Fees and Billing
3.1 Hourly Rates
Services rendered in connection with this engagement will be billed on an hourly basis at the following rates:
These rates are current as of the date of this Letter and reflect the Firm's standard rates for the attorneys listed above. The Firm's standard practice is to adjust hourly rates on an annual basis, typically effective January 1 of each calendar year; provided, however, that no rate adjustment shall apply during the term of this engagement. In the event that this engagement extends beyond January 1, 2025, the rates set forth above shall remain in effect through the completion or termination of the engagement.
To the extent that paralegal or legal assistant time is utilized in connection with this engagement, such time will be billed at rates ranging from $275.00 to $375.00 per hour, depending on the experience level of the individual.
3.2 Fee Cap
Total professional fees for this engagement shall not exceed One Hundred Eighty-Five Thousand Dollars ($185,000.00) (the "Fee Cap"). The Fee Cap applies exclusively to professional fees for attorney and paralegal time and is exclusive of out-of-pocket expenses and disbursements, which are addressed separately in Section 3.4 below.
Based on the Firm's current staffing plan and estimated scope of work, the Firm anticipates that this engagement will require approximately two hundred twenty (220) total attorney hours at a blended rate of approximately Eight Hundred Forty Dollars ($840.00) per hour. This estimate is provided for informational purposes only and does not constitute a guarantee or fixed-fee arrangement. The Firm will use reasonable efforts to manage the engagement efficiently and within the Fee Cap.
Should the scope of the engagement materially change — whether due to unforeseen complexities in the Company's existing agreements, changes in applicable law, or requests by the Company for additional services — the parties will discuss in good faith any necessary adjustment to the Fee Cap before additional work is performed. No adjustment to the Fee Cap shall be effective unless agreed to in writing by both parties.
3.3 Billing and Payment Terms
The Firm will render invoices on a monthly basis, with each invoice covering services rendered and expenses incurred during the preceding calendar month. Invoices will be directed to the attention of Camille Desrosiers, General Counsel & Vice President of Legal, at the Company's address set forth above, or to such other address or email as the Company may designate from time to time.
Payment is due within thirty (30) days of the date of each invoice. Each invoice will include a summary of services rendered, identification of the attorney or other professional performing the work, hours expended by each individual, a description of the services performed, and the applicable charges for each entry.
In the event that the Company has a question or dispute regarding any portion of an invoice, the Company shall promptly notify the Firm, and the parties will work in good faith to resolve the matter. Any undisputed portion of an invoice shall remain due and payable within the thirty (30) day period set forth above.
3.4 Out-of-Pocket Expenses and Disbursements
In addition to professional fees, the Company will reimburse the Firm for reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement. Such expenses may include, but are not limited to, the following:
(a) Travel expenses (if any), including transportation, lodging, and meals, to the extent travel is required in connection with this engagement and approved in advance by the Company;
(b) Document reproduction and printing costs;
(c) Courier and delivery charges;
(d) Computerized legal research costs (e.g., Westmark Data Systems, Sundial Solutions);
(e) Filing fees, if applicable; and
(f) Other reasonable out-of-pocket costs directly attributable to this engagement.
Out-of-pocket expenses and disbursements are not subject to the Fee Cap described in Section 3.2 above. The Firm will use commercially reasonable efforts to minimize out-of-pocket expenses and will obtain the Company's prior approval for any single expense item in excess of Five Hundred Dollars ($500.00). All expenses will be itemized on the Firm's monthly invoices.
4. Client Identification and Relationship
The Firm's client in this engagement is Lumos Analytics Inc. and Lumos Analytics Inc. only. The Firm does not represent, and shall not be deemed to represent, any affiliates, subsidiaries, parent entities, officers, directors, employees, shareholders, investors, or other related parties of the Company in connection with this engagement or otherwise. Without limiting the generality of the foregoing, the Firm's representation does not extend to any of the following:
(a) Ridgeline Ventures Fund IV, L.P.;
(b) Ridgeline Ventures Management LLC;
(c) Any individual officer, director, employee, or shareholder of the Company in his or her individual capacity; or
(d) Any other entity or individual affiliated with or related to the Company.
The Company's primary contact for all matters relating to this engagement shall be Camille Desrosiers, General Counsel & Vice President of Legal. The Firm will direct all substantive communications, deliverables, and correspondence to Ms. Desrosiers unless otherwise instructed by the Company in writing. The Company may designate additional authorized contacts at any time by providing written notice to the Firm.
5. Conflicts of Interest
The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable California Rules of Professional Conduct. Based on the information available to the Firm as of the date of this Letter, the Firm has determined that no conflicts of interest exist that would preclude the Firm from undertaking this engagement.
The conflicts check encompassed the following persons and entities, among others: Lumos Analytics Inc.; the Company's known officers and directors, including Amir Johal (Chief Executive Officer), Camille Desrosiers (General Counsel & Vice President of Legal), Gerald Huang (Vice President of People Operations), and Dr. Mei-Lin Zhao (Co-Founder & Chief Technology Officer); Ridgeline Ventures Fund IV, L.P. and Ridgeline Ventures Management LLC, including Priya Narayanan (Principal); Whitmore & Cheng LLP; Beacon Hill Audit Partners LLP; and Orion Talent Advisors, Inc.
The Company acknowledges and understands that Calderwood & Harkness is a national law firm with offices in multiple cities across the United States and that the Firm represents numerous clients across a wide range of industries and practice areas. The Company consents to the Firm's continued representation of other clients in matters that are unrelated to this engagement, even if such other clients may be competitors of the Company or may be adverse to the Company in matters unrelated to this engagement, provided that such other representations do not involve a substantially related matter or create a material conflict of interest under the applicable California Rules of Professional Conduct. If the Firm becomes aware of a potential conflict of interest during the course of this engagement, the Firm will promptly notify the Company and will take appropriate steps to address the conflict in accordance with applicable professional responsibility rules.
6. Confidentiality and Document Handling
All communications, documents, memoranda, analyses, and work product exchanged between the Firm and the Company in connection with this engagement shall be treated as confidential and, to the extent applicable, as protected by the attorney-client privilege and/or the work product doctrine. The Firm will take reasonable measures to safeguard the confidentiality of all information received from the Company and to protect the privileged nature of communications between the Firm and the Company.
Documents and work product will be transmitted between the Firm and the Company via the Firm's secure document portal, Calderwood & Harkness SecureShare (portal ID: LSA-0847), or via encrypted email using the Firm's standard encryption protocols. The Company will receive access credentials for the SecureShare portal promptly following execution of this Letter. The Company is encouraged to use the SecureShare portal for the transmission of all sensitive documents, including existing employment agreement templates, employee rosters, and any other materials that contain confidential or proprietary information.
The Company should clearly designate any materials or communications that it considers to be subject to attorney-client privilege or work product protection. The Firm will treat all communications and documents exchanged in connection with this engagement as privileged and confidential unless the Company indicates otherwise or unless disclosure is required by applicable law or professional responsibility rules.
7. Coordination with Other Advisors
In connection with this engagement, the Firm will coordinate as needed with the following advisors of the Company:
(a) Whitmore & Cheng LLP — The Company's general outside corporate counsel. The Firm's primary contact at Whitmore & Cheng LLP will be Leland Tsao, Partner, Corporate Group, located at 525 University Avenue, Suite 600, Palo Alto, California 94301. Coordination with Whitmore & Cheng LLP will be limited to corporate governance considerations related to the implementation of the revised employment agreements, including, by way of example, discussions regarding the need for board resolutions, stockholder consents, or amendments to the Company's 2020 Equity Incentive Plan or other corporate actions that may be required or advisable in connection with the rollout of revised agreements.
(b) Orion Talent Advisors, Inc. — The Company's human resources consulting firm. The Firm's primary contact at Orion Talent Advisors will be Marcus Reeves, Managing Director. Coordination with Orion Talent Advisors will be limited to rollout logistics and operational considerations, to the extent directed by the Company.
The Company hereby authorizes the Firm to share work product, communications, and privileged materials with Whitmore & Cheng LLP and Orion Talent Advisors, Inc. as reasonably necessary to effectuate the scope of this engagement. Such sharing shall be subject to common-interest privilege protections or other applicable privilege doctrines, as appropriate, and shall not be deemed a waiver of any privilege. The Company acknowledges that the Firm will exercise reasonable professional judgment in determining what information to share with these advisors and will seek the Company's direction on any matters of sensitivity or uncertainty.
8. Matter Number and Administrative References
For administrative and billing purposes, the following reference numbers have been assigned to this engagement:
Firm Matter Number: 1008-00006
Engagement Letter Reference: EL-2024-0847-RV
All invoices, correspondence, memoranda, deliverables, and other communications relating to this engagement should reference the Firm Matter Number set forth above. The Company is requested to include the Matter Number in all communications directed to the Firm in connection with this engagement.
For the Firm's internal billing records only, the Company's Employer Identification Number (EIN) is 84-3291067. This information will be maintained in the Firm's billing system in accordance with the Firm's data security and confidentiality policies and will not be disclosed to any third party.
9. Term and Termination
This engagement shall commence upon execution of this Letter by both parties and shall continue until the earlier of: (a) the completion of the deliverables described in Section 1.1 above; or (b) termination of the engagement by either party in accordance with this Section 9.
Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Company terminates the engagement, the Firm will take reasonable steps to protect the Company's interests during the transition period, including the orderly transfer of files and work product. In the event that the Firm seeks to withdraw from the engagement, it shall do so in accordance with its professional obligations under the applicable California Rules of Professional Conduct and shall provide the Company with reasonable notice and opportunity to retain substitute counsel.
Upon termination of this engagement for any reason, the Company shall remain responsible for payment of all professional fees and out-of-pocket expenses incurred through the date of termination, subject to the Fee Cap set forth in Section 3.2 above. The Firm will render a final invoice promptly following the effective date of termination, and payment of such final invoice shall be due within thirty (30) days in accordance with Section 3.3.
10. Document Retention
Upon completion of the engagement, the Firm will retain the engagement file — including correspondence, memoranda, research materials, drafts, and work product — in accordance with the Firm's standard document retention policies, which currently provide for a retention period of ten (10) years from the date of the matter's closure. At the expiration of the applicable retention period, the Firm may destroy the engagement file without further notice to the Company.
Client documents, original materials, and any original records provided by the Company to the Firm during the course of the engagement will be returned to the Company upon request. The Firm may retain copies of such documents as reasonably necessary to comply with applicable professional responsibility rules, the Firm's internal policies, and any applicable legal or regulatory requirements.
The Company is encouraged to maintain its own copies of all documents and work product provided by the Firm during the engagement, as the Firm's document retention obligations are subject to the policies described above.
11. Limitation of Liability; No Guarantee of Outcome
The legal advice and work product provided by the Firm in connection with this engagement will be based on the law as it exists at the time such advice is rendered. The law is subject to change through legislative action, regulatory guidance, and judicial interpretation, and no assurance can be given that the law applicable to the matters addressed in this engagement will not change after the date on which the Firm's advice is provided. The Firm undertakes no obligation to update its advice or work product to reflect changes in the law occurring after the completion of this engagement, unless a separate engagement for such purpose is agreed upon by the parties.
The Firm will exercise reasonable professional care and skill in the performance of the services described in this Letter, consistent with the standards of the legal profession. However, no specific outcome or result is guaranteed, whether with respect to the enforceability of any particular provision, the acceptance of revised agreements by the Company's employees, or any other matter. The practice of law involves the application of professional judgment to uncertain and evolving legal standards, and the Company acknowledges that the Firm's advice represents the Firm's best professional judgment based on the information available and the law in effect at the time.
12. Governing Law
This Letter and the terms and conditions of this engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.
Acceptance and Acknowledgment
We are enthusiastic about the opportunity to work with Lumos Analytics on this important matter and are confident that our team is well positioned to deliver effective and practical solutions. If the foregoing terms and conditions accurately reflect your understanding of the engagement, please so indicate by executing a copy of this Letter in the space provided below and returning the executed copy to the undersigned. Upon execution by both parties, this engagement shall be deemed effective as of the date of this Letter, March 12, 2024.
Please do not hesitate to contact me directly at (415) 926-7142 or rvasquez@calderwoodharkness.com if you have any questions regarding this Letter or any aspect of the proposed engagement.
We look forward to working with you and the Lumos team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Renata Vasquez
Title: Partner, Labor & Employment
Calderwood & Harkness LLP One Embarcadero Center, 34th Floor San Francisco, CA 94111
ACKNOWLEDGED AND AGREED
The undersigned, on behalf of Lumos Analytics Inc., hereby acknowledges receipt of this engagement letter, agrees to the terms and conditions set forth herein, and confirms the engagement of Calderwood & Harkness LLP in accordance with the terms described above.
LUMOS ANALYTICS INC.
By: ________
Name: Camille Desrosiers
Title: General Counsel & Vice President of Legal
Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115
Date: March 19, 2024
Enclosures: None.
Note: The Company's existing employment agreement templates and California employee roster will be provided by the Company to the Firm via the Calderwood & Harkness SecureShare portal (portal ID: LSA-0847) following execution of this engagement letter. The Firm will provide the Company with SecureShare access credentials promptly upon receipt of the executed Letter.
For the avoidance of doubt, the Client, Lumos Analytics Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Attorney | Hourly Rate
Renata Vasquez (Partner) | $1,150.00
Bernard Crawford (Billing Partner) | $1,100.00
Devon Archer (Senior Associate) | $725.00
Nadia Petrov (Associate) | $550.00

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

LUMOS ANALYTICS INC.

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