Contract analysis

1. Parties 1.1 Issuer / Company Business Description. The Company is a seed-stage software-as-a-service ("SaaS") and financial technology ("fintech") analytics company. The Company is the developer of the "Lumos Prism" platform, an AI-driven financial analytics solution providing real-time regulatory compliance dashboards and predictive risk scoring to mid-market financial institutions. The Lumos Prism platform lever

2. Investment Terms 2.1 Type of Security The security to be issued to the Investor shall be a Post-Money SAFE (Simple Agreement for Future Equity) (the "SAFE"). The form of the SAFE shall be based on the Calderon Partners LLC standard Post-Money SAFE form, as modified by the Company to reflect the specific terms set forth in this term sheet and such other modifications as may be mutually agreed upon by the Company an

3. Conversion Events 3.1 Equity Financing The SAFE shall automatically convert into shares of the Company's preferred stock (the "SAFE Preferred Stock") issued in connection with a bona fide equity financing (an "Equity Financing") in which the Company issues and sells shares of its preferred stock with aggregate gross proceeds to the Company of at least One Million Dollars ($1,000,000), excluding any amounts receive

4. Most Favored Nation (MFN) Provision The SAFE shall contain a Most Favored Nation ("MFN") clause in favor of each holder of a SAFE issued in this SAFE Round. If, at any time prior to the conversion or termination of the Investor's SAFE, the Company issues any subsequent SAFE or similar convertible instrument (a "Subsequent SAFE") to any investor with terms that are more favorable to the investor thereunder than the

5. Pro Rata Rights The Company will offer a pro rata rights side letter (the "Pro Rata Rights Side Letter") to the lead investor in the SAFE Round, Vantage Peak Ventures Fund II, L.P., granting such lead investor the right to participate, on a pro rata basis (determined by reference to the lead investor's ownership percentage on an as-converted, fully diluted basis), in the next equity financing of the Company follow

6. Information Rights Following the execution of the SAFE, the Company shall provide the Investor with the following information: (a) Quarterly Financial Statements. Unaudited quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days following the end of each fiscal quarter; (b) Annual Financial Statements. Unaudited annual fin

7. Representations and Warranties The definitive SAFE documentation will contain customary representations and warranties by the Company, including, without limitation, representations and warranties relating to: (a) due organization, valid existence, and good standing under the laws of the State of Delaware; (b) corporate authority and power to execute, deliver, and perform the SAFE; (c) due authorization, execution

8. Capitalization Summary (Pre-Round) The following table sets forth a summary of the Company's capitalization as of the date of this term sheet, prior to giving effect to the SAFE Round described herein. This capitalization summary is provided for informational purposes only and is subject to verification through customary due diligence and review of the Company's stock records, certificate of incorporation, and equ

9. Use of Proceeds The Company intends to use the proceeds from the SAFE Round for general corporate purposes, including but not limited to continued development and enhancement of the Lumos Prism platform, expansion of the Company's engineering and product teams through additional hiring, sales and marketing activities, and general working capital needs. The Company shall have sole discretion over the specific alloc

10. Company Counsel The Company is represented in connection with this financing by: Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, CA 94104 Attention: Patricia Dunmore, Partner All definitive SAFE documentation will be prepared by Company counsel, with the Investor and its counsel (if any) afforded a reasonable opportunity to review and comment on such documentation prior to execution.

11. Investor Counsel Atlas Fintech Syndicate, L.P. shall designate its own legal counsel, if any, in connection with the review and negotiation of the definitive SAFE documentation. The Company shall not be responsible for the legal fees and expenses of the Investor's counsel incurred in connection with this financing, unless otherwise agreed in writing by the parties.

12. Governing Law (Binding Provision) The definitive SAFE to be entered into between the Company and the Investor shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction. This Section 12 is a binding provision of this term sheet and shall survive regardless of whethe

13. Confidentiality (Binding Provision) This Section 13 is a binding obligation of the parties upon execution of this term sheet. Each party agrees to keep the terms of this term sheet, the existence and substance of any negotiations related hereto, and any non-public information disclosed by one party to the other in connection with the proposed investment strictly confidential, and shall not disclose such informati

14. Exclusivity There is no exclusivity provision in this term sheet. The Company expressly reserves the right to negotiate with, solicit interest from, and close SAFEs or other investment instruments with additional investors on the same, substantially similar, or different terms, in the Company's sole discretion, subject to the Most Favored Nation provision set forth in Section 4 above. The Investor acknowledges th

15. Non-Binding Nature Except for the binding provisions set forth in Section 12 (Governing Law), Section 13 (Confidentiality), and Section 14 (Exclusivity), this term sheet is non-binding and does not create any obligation on the part of any party to consummate the proposed investment, negotiate or execute definitive documents, or take any other action in furtherance of the transactions contemplated hereby. No contr

16. Expiration This term sheet shall automatically expire and be of no further force or effect if not accepted and countersigned by the Investor by 5:00 p.m. Pacific Time on October 11, 2023 (one week from the date of this term sheet), unless such deadline is extended in writing by the Company in its sole discretion. Upon expiration, all provisions of this term sheet, including the binding provisions, shall terminate