Contract analysis

I. Purpose and Executive Summary This memorandum has been prepared by Calderwood & Harkness LLP ("C&H") to summarize the full lifecycle of the Lumos Analytics Inc. ("Lumos" or the "Company") SAFE financing round (the "Round"), from the opening of the C&H engagement through the final confirmation of refund wire transfers and matter termination. This memorandum is intended to serve as a comprehensive closing record for

II. Parties A. Issuer. Lumos Analytics Inc. is a Delaware C-corporation organized and existing under the laws of the State of Delaware. The Company's principal identifying information is as follows: • Employer Identification Number (EIN): 87-3491026 • Delaware Secretary of State File Number: 7394821 • Headquarters: 340 Folsom Street, Suite 1100, San Francisco, CA 94105 • Registered Agent: CT Cascade Systems, 1209 Ora

1. Vantage Peak Ventures Fund II, L.P. (Lead Investor). Vantage Peak Ventures Fund II, L.P. ("Vantage Peak") is a Delaware limited partnership. Its general partner is Vantage Peak Capital Management LLC, a Delaware limited liability company. Vantage Peak served as the lead investor in the Round and was the first SAFE holder to execute and fund. • Principal Office: 2900 Sand Hill Road, Suite 240, Menlo Park, CA 94025

2. Ridgeline Angel Fund, L.P. (Follow-On / Existing Investor). Ridgeline Angel Fund, L.P. ("Ridgeline") is a Delaware limited partnership. Its general partner is Ridgeline Angel Management LLC, a Delaware limited liability company. Ridgeline is an existing investor in the Company, having participated in the Company's August 2022 pre-seed SAFE round. • Principal Office: 55 Liberty Street, Suite 800, New York, NY 10005

3. Canopy Growth Capital LLC (Co-Investor). Canopy Growth Capital LLC ("Canopy Growth") is a Delaware limited liability company. • Principal Office: 1455 Market Street, Suite 600, San Francisco, CA 94103 • Managing Member: Lena Petrova • Committed and Funded Amount: $1,100,000 Canopy Growth was a new investor with no prior relationship with the Company. Its SAFE was executed on September 29, 2023, and terminated on O

4. Atlas Fintech Syndicate, L.P. (Prospective Co-Investor — Never Funded). Atlas Fintech Syndicate, L.P. ("Atlas Fintech") is a Delaware limited partnership. Its general partner is Atlas Fintech GP LLC, a Delaware limited liability company. • Principal Office: 800 Boylston Street, Suite 1400, Boston, MA 02199 • Partner Lead: Marcus Greenfield, General Partner • Committed Amount: $1,000,000 (non-binding term sheet onl

III. Round Structure and Terms The Round was structured as a SAFE financing using Post-Money SAFE instruments based on the standard Calderon Partners LLC form, with certain modifications negotiated between C&H (on behalf of the Company) and Whitfield Harte & Associates LLP (on behalf of the lead investor, Vantage Peak). The same form (with non-material conforming changes) was used for all three executed SAFEs. The ke

IV. Pre-Round Capitalization As of immediately prior to the commencement of the Round, the capitalization of Lumos Analytics Inc. was as follows: Authorized and Outstanding Equity Authorized Common Stock: 10,000,000 shares of Common Stock, $0.0001 par value per share, authorized under the Company's Certificate of Incorporation, as amended. Issued and Outstanding Common Stock: 8,600,000 shares, held as follows: 2022 E

V. Detailed Chronology of Events The following is a detailed chronological account of the key events in the Round, from the opening of the C&H engagement through the confirmation of refund wire transfers and matter closure. A. Engagement and Term Sheet Phase (August 21 – September 1, 2023) August 21, 2023 — C&H Engagement Opened. Calderwood & Harkness LLP was formally engaged by Lumos Analytics Inc. to serve as outsi

1. Lumos / Vantage Peak Ventures Fund II, L.P. This agreement terminated the Post-Money SAFE dated September 12, 2023, between Lumos and Vantage Peak, as well as the Pro Rata Rights Side Letter dated September 12, 2023. The key terms included: • Full refund of $3,500,000, without interest or penalties; • Mutual general releases of all claims, known and unknown, arising out of or related to the SAFE, the Pro Rata Righ

2. Lumos / Ridgeline Angel Fund, L.P. This agreement terminated the Post-Money SAFE dated September 22, 2023, between Lumos and Ridgeline. The key terms included: • Full refund of $1,200,000, without interest or penalties; • Mutual general releases of all claims arising out of or related to the terminated SAFE and the Round; • No admission of liability by either party; • Express confirmation that Ridgeline's pre-seed

3. Lumos / Canopy Growth Capital LLC This agreement terminated the Post-Money SAFE dated September 29, 2023, between Lumos and Canopy Growth. The key terms included: • Full refund of $1,100,000, without interest or penalties; • Mutual general releases of all claims arising out of or related to the terminated SAFE and the Round; • No admission of liability by either party; • Delaware governing law. The agreement was s

VI. Summary of Funds Flow The following table summarizes the complete funds flow for the Round: All refunds were made in full, without interest, penalties, or deductions of any kind. Net funds retained by Lumos from the Round total $0.

VII. Post-Termination Financial Position of Lumos Analytics Inc. Following the completion of all refund wire transfers and the termination of all SAFEs from the Round, the financial position of Lumos Analytics Inc. is as follows: Operating Cash: Approximately $390,000 remaining in the Company's operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390). The difference between the Company's pre-Rou

VIII. Post-Termination Capitalization Following the termination of all SAFEs from the Round, the capitalization of Lumos Analytics Inc. has returned to its pre-Round state. The post-termination capitalization is as follows: Authorized and Outstanding Equity Authorized Common Stock: 10,000,000 shares of Common Stock, $0.0001 par value per share. Issued and Outstanding Common Stock: 8,600,000 shares, held as follows: 2

IX. Intellectual Property Status Note The following is a brief summary of the status of the Company's key intellectual property, provided for context in connection with the Round termination: U.S. Provisional Patent Application No. 63/987,214: This provisional patent application was filed on June 15, 2023, and covers the Company's Prism Core predictive risk algorithm. The provisional application remains pending with

X. Index of Executed Documents and Key Correspondence The following is a comprehensive index of all executed documents, key correspondence, and internal memoranda generated in connection with the Round, organized by category. Original executed documents are maintained in C&H's matter file; copies have been provided to the Company. A. Pre-Round / Engagement

1. Engagement Letter — Calderwood & Harkness LLP to Lumos Analytics Inc. (August 21, 2023)

2. Conflict Check Memorandum — Internal C&H (August 21, 2023) B. Term Sheets

3. Non-Binding Term Sheet — Lumos Analytics Inc. to Vantage Peak Ventures Fund II, L.P. (August 25, 2023)

4. Executed Term Sheet — Vantage Peak Ventures Fund II, L.P. (countersigned September 1, 2023)

5. Non-Binding Term Sheet — Lumos Analytics Inc. to Ridgeline Angel Fund, L.P. (September 15, 2023)

6. Non-Binding Term Sheet — Lumos Analytics Inc. to Canopy Growth Capital LLC (September 25, 2023)

7. Non-Binding Term Sheet — Lumos Analytics Inc. to Atlas Fintech Syndicate, L.P. (October 4, 2023) C. SAFE Instruments (All Subsequently Terminated)

8. Executed Post-Money SAFE — Lumos Analytics Inc. / Vantage Peak Ventures Fund II, L.P. (September 12, 2023) — TERMINATED October 27, 2023

9. Pro Rata Rights Side Letter — Lumos Analytics Inc. / Vantage Peak Ventures Fund II, L.P. (September 12, 2023) — TERMINATED October 27, 2023

10. Executed Post-Money SAFE — Lumos Analytics Inc. / Ridgeline Angel Fund, L.P. (September 22, 2023) — TERMINATED October 27, 2023

11. Executed Post-Money SAFE — Lumos Analytics Inc. / Canopy Growth Capital LLC (September 29, 2023) — TERMINATED October 27, 2023 D. Corporate Authorizations and Compliance

12. Board Written Consent in Lieu of Meeting — Authorization of SAFE Financing Round (August 30, 2023)

13. Secretary's Certificate — Lumos Analytics Inc. (September 12, 2023)

14. Delaware Good Standing Certificate Request Letter — C&H to Delaware Secretary of State (September 11, 2023) E. Capitalization Tables

15. Capitalization Table — Pre-Round and Pro Forma (initial version September 5, 2023; updated September 29, 2023 to reflect all funded SAFEs)

16. Updated Capitalization Table — Post-Termination (October 30, 2023) F. Internal Memoranda and Strategy Documents (Privileged)

17. Internal Memorandum — Analysis of Whitfield Harte Markup and Recommendations (Omar Siddiqui to Patricia Dunmore) (September 9, 2023)

18. Internal Memorandum — Disclosure Obligations Under SAFE Information Rights Provisions and Delaware Law (C&H to Lumos Board) (October 12, 2023)

19. Internal Strategy Memorandum — SAFE Termination Provisions, Contractual and Equitable Refund Obligations, and Misrepresentation Exposure Under Delaware Law (October 16, 2023)

20. Legal Analysis Memorandum — Evaluation of Merits and Risks of Vantage Peak's Potential Fraud and Misrepresentation Claims Under Delaware Law (October 17, 2023) G. Key Correspondence

21. Email — Omar Siddiqui to Jonathan Whitfield re: Term Sheet Follow-Up, Preliminary Diligence Request List, and Proposed Timeline (September 2, 2023)

22. Email — Omar Siddiqui to Jonathan Whitfield Transmitting First Draft Post-Money SAFE (September 5, 2023)

23. Email — Patricia Dunmore to Priya Narasimhan re: Advice on Prompt Disclosure of Prism Core v2.0 Validation Failure to SAFE Holders (October 12, 2023)

24. Letter — C&H to Whitfield Harte & Associates LLP Responding to Vantage Peak Demand Letter; Proposing Mutual Termination with Full Refund (October 19, 2023)

25. Email — Omar Siddiqui to Priya Narasimhan re: Summary of All Co-Investor Withdrawal Notifications and Total Refund Obligation of $5,800,000 (October 23, 2023) H. Termination and Release Agreements

26. Mutual Termination & Release Agreement — Lumos Analytics Inc. / Vantage Peak Ventures Fund II, L.P. (October 27, 2023)

27. Mutual Termination & Release Agreement — Lumos Analytics Inc. / Ridgeline Angel Fund, L.P. (October 27, 2023)

28. Mutual Termination & Release Agreement — Lumos Analytics Inc. / Canopy Growth Capital LLC (October 27, 2023)

29. Wire Transfer Instructions Letter — Lumos Analytics Inc. (Danielle Okoye, CFO) to Silicon Valley Commerce Bank (Attn: Trevor Quinlan) (October 28, 2023) J. Closing.

30. This Closing Memorandum (October 30, 2023)

31. Final Invoice and Timekeeper Summary — Calderwood & Harkness LLP to Lumos Analytics Inc. (October 30, 2023)

XI. Calderwood & Harkness LLP Fees and Expenses Summary The following is a summary of the professional fees and disbursements incurred by Calderwood & Harkness LLP in connection with the representation of Lumos Analytics Inc. in the Round, from the opening of the engagement on August 21, 2023, through the close of the matter on October 30, 2023: Fee Cap for Engagement: $95,000.00 (exclusive of disbursements), as set

XII. Open Items and Continuing Obligations Although the Round has been terminated and the C&H matter is being closed, the following open items and continuing obligations should be noted for the Company's records:

1. Outstanding Pre-Seed SAFEs. The Company's pre-seed SAFEs, issued in August 2022, remain outstanding and in full force and effect. These SAFEs have an aggregate face amount of $1,200,000 and a post-money valuation cap of $8,000,000. They are held by Ridgeline Angel Fund, L.P. ($500,000), Angela Forsythe ($300,000), Dr. Naveen Iyer ($250,000), and Sylvia Montero ($150,000). Specifically, Ridgeline's pre-seed SAFE ($

2. U.S. Provisional Patent Application. U.S. Provisional Patent Application No. 63/987,214, filed June 15, 2023, remains pending. The Company must file a non-provisional patent application based on this provisional application on or before June 15, 2024 (twelve months from the provisional filing date) in order to preserve its priority date and prevent abandonment of the provisional application. The Company should coo

3. Surviving Covenants Under Mutual Termination & Release Agreements. No continuing obligations exist under the terminated SAFEs or the Mutual Termination & Release Agreements other than the following surviving covenants: (a) Mutual Non-Disparagement (Vantage Peak Agreement only): The Mutual Termination & Release Agreement between Lumos and Vantage Peak includes a mutual non-disparagement covenant, pursuant to which

4. Atlas Fintech Syndicate, L.P. As noted above, Atlas Fintech's SAFE was never executed and no funds were transferred. Atlas Fintech withdrew its interest on October 20, 2023. No Mutual Termination & Release Agreement was required or executed with respect to Atlas Fintech, as there were no binding obligations or funded amounts to address. The Company has no continuing obligations to Atlas Fintech in connection with

5. Tax Reporting. The Company should consult with Ashgrove Equity Partners Accounting Group LLP (Karen Yoshida, CPA, Engagement Partner) regarding any tax reporting implications of the SAFE refunds for the 2023 tax year. While the refunds of SAFE purchase amounts should generally not give rise to taxable income or deductible losses (as the SAFEs were equity instruments and the refunds were returns of invested capital

XIII. Matter Closure Confirmation C&H hereby confirms that all obligations arising under or in connection with the SAFE financing round conducted by Lumos Analytics Inc. have been satisfied or terminated. Specifically: (a) All three executed Post-Money SAFEs (Vantage Peak, Ridgeline, and Canopy Growth) have been terminated by mutual agreement pursuant to the Mutual Termination & Release Agreements dated October 27, 2

1. Priya Narasimhan, Chief Executive Officer, Lumos Analytics Inc.

2. Danielle Okoye, Chief Financial Officer, Lumos Analytics Inc.

3. Patricia Dunmore, Partner, Calderwood & Harkness LLP (C&H file copy)