Contract analysis

From: Omar Siddiqui <osiddiqui@calderwoodharkness.com> To: Priya Narasimhan <priya@lumosanalytics.com> Cc: Patricia Dunmore <pdunmore@calderwoodharkness.com> Date: Mon, 23 Oct 2023 04:47:00 -0000 Subject: Co-Investor Withdrawal Notifications — Summary and Recommended Next Steps

Matter Reference: Lumos Analytics Inc. — SAFE Financing Round (C&H Matter No. 1008-00003)

I am writing to provide a consolidated summary of the co-investor withdrawal notifications we have received following Vantage Peak Ventures' formal withdrawal on October 18, 2023. As of today, all remaining investors in the SAFE round have either formally withdrawn or submitted requests for termination and refund of their purchase amounts. The round has, in effect, fully unwound.

Patricia Dunmore is copied here and is available to discuss strategy with you at your convenience.

Set forth below is a summary of each co-investor's withdrawal status:

- **Withdrawal Communication Date:** October 20, 2023 - **Contact:** Marcus Greenfield, General Partner, Atlas Fintech GP LLC - **Status at Time of Withdrawal:** Term sheet signed October 4, 2023; however, the SAFE was never executed and no funds were transferred. - **Action Required:** None. There is no SAFE instrument to terminate and no funds to return. - **Refund Obligation:** $0

- **Termination Request Date:** October 22, 2023 - **Contact:** David Choi, Managing Partner, Ridgeline Angel Management LLC - **Status:** SAFE executed September 22, 2023; $1,200,000 funded and received into Lumos's operating account. - **Request:** Formal termination of the September 22, 2023 SAFE and full refund of the $1,200,000 purchase amount. - **Important Note:** Ridgeline holds a separate pre-seed SAFE ($500

- **Termination Request Date:** October 23, 2023 (received earlier today) - **Contact:** Lena Petrova, Managing Member - **Status:** SAFE executed September 29, 2023; $1,100,000 funded and received into Lumos's operating account. - **Request:** Formal termination of the September 29, 2023 SAFE and full refund of the $1,100,000 purchase amount. - **Refund Obligation:** $1,100,000

The aggregate refund obligations across all funded investors are as follows:

| Investor | SAFE Execution Date | Refund Amount | |---|---|---| | Vantage Peak Ventures Fund II, L.P. | September 12, 2023 | $3,500,000 | | Ridgeline Angel Fund, L.P. | September 22, 2023 | $1,200,000 | | Canopy Growth Capital LLC | September 29, 2023 | $1,100,000 | | **Total** | | **$5,800,000** |

As you know, the Vantage Peak demand letter was received October 18, 2023 via Whitfield Harte & Associates LLP, and we transmitted our response on October 19, 2023 (previously circulated to you).

The $5,800,000 total equals the entirety of funds received during the round. (The remaining $1,000,000 of the $6,800,000 target — attributable to Atlas Fintech — was never funded.) No investor has demanded interest or penalties to date; all refund requests are at par.

We recommend the following course of action:

We recommend that the Lumos board of directors adopt a written consent authorizing the company to (a) negotiate and execute Mutual Termination & Release Agreements with each of the three funded investors (Vantage Peak, Ridgeline, and Canopy Growth), and (b) effectuate the aggregate $5,800,000 in refund wire transfers. Christy Bauer and I can prepare a draft board written consent for your review promptly upon your dir

**2. Mutual Termination & Release Agreements**

Rather than simply returning funds, we strongly recommend executing formal Mutual Termination & Release Agreements with each funded investor. This approach will allow us to:

- Obtain mutual general releases and covenants not to sue, providing Lumos with clean protection against future claims arising from this round; - Confirm that no admission of liability is being made by either party; - Include mutual non-disparagement provisions; - Cleanly document the cancellation of each SAFE instrument on a definitive basis; and - In the case of Ridgeline specifically, expressly carve out and prese

We anticipate that the termination agreements can follow a substantially similar form across all three investors, with Ridgeline's agreement requiring the additional carve-out provision noted above.

Once the termination agreements are fully executed, Danielle will need to coordinate the refund wire transfers through Silicon Valley Commerce Bank. The total $5,800,000 refund equals the total funds received during the round, and the company's operating cash — approximately $390,000, after accounting for operating expenses and revenue during the round period — will remain available following the refunds. Danielle, I

Given the tenor of Vantage Peak's demand letter and the potential for escalation if refunds are not processed promptly, we recommend moving expeditiously. Our suggested timeline is to secure board consent within one to two business days (by Wednesday, October 25) and to target execution of all three Mutual Termination & Release Agreements by end of this week (Friday, October 27).

I want to briefly flag that following the $5,800,000 in refunds, Lumos's operating cash will be approximately $390,000, which represents roughly 4.1 months of runway at the company's current monthly burn rate of approximately $95,000/month. The company's go-forward financing strategy is a matter for separate discussion with management and the board, but I wanted to ensure this context is visible as we work through th

Priya, please let us know if you would like us to proceed on the basis outlined above. Patricia is available to discuss by phone at your convenience if you have any questions or would like to talk through any aspect of the recommendation before we begin drafting.

Alternatively, if you would prefer a group call with the full team — including Danielle and Elliot — before moving forward, I am happy to coordinate scheduling. Please just let me know your preference.

**Omar Siddiqui** Associate Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, CA 94104 T: (415) 555-2938 E: osiddiqui@calderwoodharkness.com

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