Contract analysis

From: Omar Siddiqui <osiddiqui@calderwoodharkness.com> To: Jonathan Whitfield <jwhitfield@whitfieldharte.com> Cc: Megan Trost <mtrost@whitfieldharte.com> Date: Tue, 05 Sep 2023 02:47:00 -0000 Subject: Lumos Analytics Inc. — First Draft SAFE for Vantage Peak Ventures Fund II, L.P.

I hope you had a good long weekend. We are pleased to be working with you and Megan on this transaction.

Following the countersignature of the non-binding term sheet between Lumos Analytics Inc. ("Lumos") and Vantage Peak Ventures Fund II, L.P. ("Vantage Peak") on September 1, 2023, please find attached our first draft of the Post-Money SAFE between Lumos (as issuer) and Vantage Peak (as investor). The draft is based on the YC standard Post-Money SAFE form, modified to reflect the terms negotiated in the term sheet. The

**Key Economic Terms Reflected in the Draft**

For ease of reference, the principal economic terms documented in the draft are as follows:

- **Purchase Amount:** $3,500,000 - **Post-Money Valuation Cap:** $28,000,000 - **discount Rate:** None - **Conversion Events:** Equity Financing (with a minimum aggregate threshold of $1,000,000), Liquidity Event, and Dissolution Event - **Governing Law:** Delaware

**Issuer Positions — Flagged for Your Attention**

I want to flag a few areas where the draft reflects specific positions on behalf of Lumos, so your team can focus its review accordingly:

1. **MFN Provision.** The draft includes a most-favored-nation clause in favor of SAFE holders. Lumos's position is that the MFN should be limited in scope to subsequent SAFEs issued in connection with the current round (i.e., the $6,800,000 financing), and should not extend to future equity instruments generally. This is a point on which Lumos has a firm preference, and we would welcome your client's thoughts early

2. **Pro Rata Rights.** Consistent with the term sheet, Lumos is prepared to grant Vantage Peak pro rata participation rights in the next equity financing following SAFE conversion. However, Lumos proposes to document these rights in a separate side letter rather than embedding them in the SAFE itself. We are preparing a draft of that side letter and expect to circulate it shortly.

3. **Information Covenants.** The draft includes information rights provisions scoped to annual financial statements and quarterly summary updates, which we believe is consistent with market practice for SAFE instruments at this stage. Lumos is not in a position to agree to board observer rights or monthly reporting obligations at this time.

As you are likely aware, this SAFE will serve as the lead investor instrument for the round. Lumos anticipates issuing additional SAFEs to co-investors on substantially identical terms, with a total round target of $6,800,000. Accordingly, the terms agreed here will function as the template for the remaining investor documents, which underscores the importance of reaching alignment on these points efficiently.

Separately, the diligence request list was circulated on September 2, and Lumos is actively working to assemble responsive materials. We will share those on a rolling basis as they become available.

We would appreciate receiving any markup or comments from your team by **Friday, September 8**. Given the timing of the broader round and ongoing co-investor discussions, Lumos would like to move toward execution by mid-September if possible. If it would be helpful to jump on a call before your formal markup to discuss any threshold issues, we are happy to make ourselves available — just let us know.

Please don't hesitate to reach out with any questions in the meantime.

**Omar Siddiqui** Associate Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, CA 94104 T: (415) 555-3284 E: osiddiqui@calderwoodharkness.com

*Attachment: safe-first-draft-vantage-peak.docx*