Contract analysis

1. Parties 1.1 Issuer / Company Principal Business. The Company develops and operates an AI-driven financial analytics platform marketed under the brand name "Lumos Prism." Lumos Prism provides real-time regulatory compliance dashboards and predictive risk scoring capabilities to mid-market financial institutions, including community and regional banks, credit unions, and specialty lenders. The platform leverages pro

2. Proposed Investment 2.1 Instrument. The proposed investment will be structured as a Post-Money SAFE (Simple Agreement for Future Equity), based on the standard form published by Calderon Partners LLC, as modified to reflect the specific terms set forth herein and in the definitive SAFE agreement. The SAFE terms applicable to the Investor will be substantially identical in all material respects to those of the lead

3. Total Round Summary The proposed SAFE investment by the Investor is part of a broader seed-stage SAFE financing round being conducted by the Company. A summary of the anticipated round is set forth below: All SAFEs issued in this round will be on the same economic terms, including the same $28,000,000 post-money valuation cap, no discount rate, and a Most Favored Nation (MFN) provision. The Company will be respons

4. Key Terms of the SAFE 4.1 Conversion Events The SAFE will convert into equity securities of the Company upon the occurrence of any of the following conversion events, as more fully described in the definitive SAFE agreement: (a) Equity Financing. The SAFE will automatically convert into shares of the Company's preferred stock (or such other class of equity securities issued to investors in the Equity Financing) up

5. Capitalization Summary (Pre-Round) The following table summarizes the Company's capitalization as of the date of this term sheet, prior to giving effect to the proposed SAFE investments in this round. The Company represents that the information set forth below is accurate and complete in all material respects as of the date hereof: Authorized Common Stock: Issued and Outstanding Common Stock: 2022 Equity Incentive

6. Company Representations (Expected in Definitive Agreement) The definitive SAFE agreement is expected to contain representations and warranties by the Company that are customary for transactions of this type, including but not limited to the following: (a) The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in each jurisdicti

7. Use of Proceeds The proceeds of the SAFE investment will be used by the Company for general corporate purposes, including without limitation: • Continued development and enhancement of the Lumos Prism platform, including expansion of machine learning capabilities and integration of additional regulatory data sources; • Hiring of additional engineering, product, data science, and go-to-market personnel; • General w

8. Governing Law This term sheet and the definitive SAFE agreement 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 result in the application of the laws of any other jurisdiction. Any dispute arising under or in connection with this term sheet or the definitive SAFE shall be subject to the exclusive jurisdiction of th

9. Issuer's Counsel Calderwood & Harkness LLP represents the Company in connection with the proposed SAFE financing and will be responsible for the preparation of the definitive SAFE agreement and ancillary transaction documents. Calderwood & Harkness LLP does not represent the Investor, and the Investor is advised to retain independent legal counsel.

10. Investor's Counsel To be designated by Ridgeline Angel Fund, L.P. The Investor may elect to retain independent outside legal counsel to review the definitive SAFE agreement and related documentation or, alternatively, may elect to rely on its own internal review conducted by Ridgeline Angel Management LLC. The Company shall provide the definitive SAFE agreement and all ancillary documentation to the Investor (and

11. Confidentiality This provision is binding on both parties upon execution of this term sheet. Each party agrees to keep the terms and conditions of this term sheet, the existence and substance of the proposed transaction, and all non-public information exchanged in connection with the negotiations contemplated hereby strictly confidential, and neither party shall disclose such information to any third party withou

12. Non-Binding Nature / Binding Provisions This term sheet is non-binding and does not constitute a commitment, obligation, or agreement by either party to consummate the proposed investment or to enter into a definitive SAFE agreement. The terms set forth herein are intended solely as a basis for further discussion and are subject in all respects to the negotiation, execution, and delivery of a definitive SAFE agre

13. Exclusivity / No-Shop None. The Company expressly retains the right to solicit, receive, evaluate, negotiate, and accept investment commitments from additional investors for this SAFE round on the same economic terms set forth herein. This term sheet does not grant the Investor any exclusivity right with respect to the proposed transaction or any future financing of the Company. The Investor acknowledges and agre

14. Expenses Each party shall bear its own costs and expenses (including, without limitation, attorneys' fees, due diligence expenses, and other professional fees) incurred in connection with the negotiation, preparation, and execution of this term sheet, the definitive SAFE agreement, and all ancillary documentation. In the event the proposed transaction is not consummated for any reason, neither party shall have an

15. Target Timeline The parties acknowledge the following target timeline for the proposed transaction: Funding shall be wired by the Investor upon execution of the definitive SAFE agreement to the Company's operating account at Silicon Valley Commerce Bank, pursuant to wire instructions to be provided by the Company. The timeline set forth above is indicative only and is not binding on either party. [Signature Page