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1008-00006 · Client 1008 · Transaction Documents/Final Templates
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EXHIBIT A

PRIOR INVENTIONS DISCLOSURE SCHEDULE

May 29, 2024

Exhibit A to the Proprietary Information & Inventions Agreement (the "Agreement") of Lumos Analytics Inc.

Prepared by: Nadia Petrov, Calderwood & Harkness LLP

INTRODUCTORY INSTRUCTIONS

IMPORTANT — PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM.

This Exhibit A is a blank template and standardized form to be completed individually by each employee of Lumos Analytics Inc. in connection with the execution of the Proprietary Information & Inventions Agreement. Each employee is responsible for reviewing this form in its entirety, completing all applicable sections accurately and completely, and returning the signed original to the Company's Human Resources Department or General Counsel on or before the employee's first day of employment (or, for current employees, within the timeframe specified by the Company).

This Exhibit A is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") entered into between Lumos Analytics Inc., a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). All capitalized terms used but not otherwise defined in this Exhibit A shall have the meanings ascribed to them in the Agreement.

Disclosure Requirement. The Employee must identify below all inventions, original works of authorship, developments, improvements, and trade secrets, if any, that:

(a) were made by the Employee prior to the Employee's employment with the Company (whether made solely by the Employee or jointly with others);

(b) relate in any way to the Company's current or anticipated business, products, services, research, or development; and

(c) the Employee wishes to exclude from the scope of the invention-assignment provisions of the Agreement.

This disclosure obligation corresponds to and is made pursuant to the invention-assignment provisions set forth in Section [_] of the Agreement. The Employee should refer to that Section of the Agreement for a complete description of the scope of the Company's invention-assignment rights and the Employee's corresponding obligations.

This disclosure is made pursuant to, and in compliance with, California Labor Code § 2870 and § 2872, which provide certain protections to employees regarding inventions developed entirely on the employee's own time without using the employer's equipment, supplies, facilities, or trade secret information. This disclosure is also made in connection with the statutory notice provided in Exhibit B to the Agreement, which sets forth the full text of California Labor Code § 2870. The Employee is encouraged to review Exhibit B carefully before completing this Exhibit A.

If the Employee has any questions regarding whether a particular invention, work, development, improvement, or trade secret should be disclosed on this Exhibit A, the Employee is encouraged to seek independent legal counsel at the Employee's own expense prior to completing and executing this form.

SECTION 1: EMPLOYEE IDENTIFICATION

Please complete all of the following fields. All information must be current and accurate as of the date of execution of this Exhibit A.

SECTION 2: DISCLOSURE ELECTION

Instructions: The Employee must check one of the following two boxes. Do not check both boxes. If the Employee checks Option 2 below, the Employee must also complete the Prior Inventions Listing Table in Section 3 and, if desired, the Explanatory Notes section in Section 4. Failure to check either box or failure to complete the required sections will result in this Exhibit A being deemed incomplete, and the Company may require the Employee to re-execute a corrected version of this form.

Option 1: No Prior Inventions

No Prior Inventions. I have no inventions, original works of authorship, developments, improvements, or trade secrets to disclose. I represent and warrant that there are no prior inventions, works, developments, improvements, or trade secrets made by me (whether solely or jointly with others) prior to my employment with the Company that relate to the Company's current or anticipated business, products, services, research, or development. I understand that by checking this box and signing below, I am affirming that no such prior inventions exist and that all inventions, works, developments, improvements, and trade secrets that I may create, conceive, develop, or reduce to practice during my employment with the Company will be subject to the invention-assignment provisions of the Agreement, except to the extent expressly excluded by operation of California Labor Code § 2870.

Option 2: Prior Inventions Disclosed

Prior Inventions Disclosed. The following is a complete list of all inventions, original works of authorship, developments, improvements, and trade secrets, if any, that were made by me (whether solely or jointly with others) prior to my employment with Lumos Analytics Inc. and that I wish to exclude from the scope of the invention-assignment provisions of the Agreement. I understand that any prior invention not listed below (or on any additional signed and dated pages attached hereto) will not be excluded from the assignment obligations in the Agreement and may be deemed to have been conceived, developed, or reduced to practice during my employment with the Company unless I can demonstrate otherwise. I further understand that the Company reserves the right to review each disclosed prior invention and to determine, in its reasonable discretion, whether such prior invention is appropriately excluded from the scope of the Agreement's invention-assignment provisions.

SECTION 3: PRIOR INVENTIONS LISTING TABLE

Instructions: If Option 2 in Section 2 above has been selected, the Employee must complete the table below with sufficient detail to identify each prior invention. Each entry should be described with enough specificity to enable the Company to understand the nature of the invention, the Employee's interest therein, and its potential relationship (or lack thereof) to the Company's business. If additional space is needed, the Employee must attach additional pages in the same format as the table below, and each additional page must be individually signed and dated by the Employee.

Additional pages attached (__ pages total). Each additional page has been signed and dated by the Employee.

Note: The Employee should provide a description of each prior invention with sufficient specificity and detail to enable the Company to evaluate the nature of the invention and its relationship (or lack of relationship) to the Company's current or anticipated business. Vague or overly broad descriptions may be deemed insufficient, and the Company may request additional information or clarification.

SECTION 4: EXPLANATORY NOTES (OPTIONAL)

Instructions: If the Employee wishes to provide any additional details or context regarding any prior invention listed in the table in Section 3 above, the Employee may do so in the space provided below. Such additional details may include, without limitation: a more detailed description of the prior invention; a description of how the prior invention relates or does not relate to the Company's current or anticipated business, products, services, research, or development; a description of any restrictions on the disclosure of the prior invention (including any confidentiality obligations owed to third parties); a description of any third-party obligations, licenses, or encumbrances affecting the prior invention; or any other information the Employee believes is relevant to the Company's evaluation of the prior invention. This section is optional and may be left blank if the Employee does not wish to provide additional details.

[Insert additional details, if any, or write "None."]

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SECTION 5: EMPLOYEE ACKNOWLEDGMENTS

By signing this Exhibit A below, the Employee acknowledges, represents, and agrees as follows:

(a) This Exhibit A constitutes a complete and accurate list of all prior inventions, original works of authorship, developments, improvements, and trade secrets that the Employee wishes to exclude from the invention-assignment provisions of the Agreement. The Employee has not intentionally omitted any prior invention that relates in any way to the Company's current or anticipated business, products, services, research, or development and that the Employee wishes to exclude from the scope of the Agreement.

(b) Any invention, original work of authorship, development, improvement, or trade secret not listed in this Exhibit A (including in the Prior Inventions Listing Table in Section 3 and any additional pages attached hereto) will not be considered a "Prior Invention" for purposes of the Agreement and will be subject to the full scope of the assignment provisions of the Agreement, except to the extent that such invention is expressly excluded from assignment by operation of California Labor Code § 2870.

(c) The Employee has reviewed the statutory notice provided in Exhibit B to the Agreement, which sets forth the text of California Labor Code § 2870, and the Employee understands the scope of inventions that are excluded from assignment under California law. The Employee understands that California Labor Code § 2870 excludes from the scope of an employer's invention-assignment agreement any invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer, or (ii) result from any work performed by the employee for the employer.

(d) If the Employee has checked "No Prior Inventions" (Option 1) in Section 2 above, the Employee represents and warrants that no prior inventions, original works of authorship, developments, improvements, or trade secrets exist that were made by the Employee prior to the Employee's employment with the Company and that relate to the Company's current or anticipated business, products, services, research, or development. The Employee further represents that there are no encumbrances, obligations, or restrictions that would prevent the Employee from fully performing the Employee's obligations under the invention-assignment provisions of the Agreement.

(e) The Employee's disclosure (or non-disclosure) of prior inventions on this Exhibit A is made voluntarily and without any coercion, duress, or undue influence by the Company, its officers, directors, managers, employees, agents, or representatives. The Employee has been given a reasonable opportunity to review this Exhibit A and to consult with independent legal counsel of the Employee's own choosing and at the Employee's own expense prior to executing this Exhibit A.

SECTION 6: EMPLOYEE SIGNATURE

By signing below, I certify that I have read, understood, and completed this Exhibit A in its entirety, and that all information provided herein is true, correct, and complete to the best of my knowledge and belief.

EMPLOYEE

Signature: ________

Printed Name: [Insert full legal name]

Date: ________

SECTION 7: COMPANY ACKNOWLEDGMENT OF RECEIPT

Instructions: This Section 7 is to be completed by an authorized representative of the Company upon receipt of this completed and signed Exhibit A from the above-named Employee. Completion of this section by the Company constitutes acknowledgment of receipt only and does not constitute acceptance, approval, or agreement by the Company with respect to the substance of the Employee's disclosures (or non-disclosures) set forth herein. The Company reserves the right to review the disclosures contained in this Exhibit A and to request additional information, clarification, or documentation from the Employee as the Company deems necessary or appropriate.

The Company acknowledges receipt of this completed Exhibit A from the above-named Employee.

LUMOS ANALYTICS INC.

Authorized Company Representative Signature: ________

Printed Name: [Insert name of authorized representative]

Title: [Insert title]

Date: ________

[Remainder of this page intentionally left blank.]

Lumos Analytics Inc. — Exhibit A (Prior Inventions Disclosure Schedule) — Template dated May 29, 2024

Prepared by Calderwood & Harkness LLPMatter No. 1008-00006
FieldEntry
Employee Full Legal Name:[Insert full legal name]
Employee Title / Position:[Insert title or position]
Department:[Insert department]
Start Date of Employment:[Insert start date of employment with the Company]
Date of Execution of this Exhibit A:[Insert date]
No.Title / Brief Description of InventionDate of Creation or ConceptionOwnership / Rights StatusIdentifying Number (if applicable)
1[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert: e.g., solely owned by Employee, jointly owned, assigned to a third party, subject to pending patent application, etc.][Insert any patent number, patent application number, copyright registration number, or other identifying reference, if applicable]
2[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert ownership / rights status][Insert identifying number, if applicable]
3[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert ownership / rights status][Insert identifying number, if applicable]
4[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert ownership / rights status][Insert identifying number, if applicable]
5[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert ownership / rights status][Insert identifying number, if applicable]
6[Insert description of the invention, original work, development, improvement, or trade secret][Insert date or approximate date][Insert ownership / rights status][Insert identifying number, if applicable]