Contract analysis

1. Parties 1.1 Issuer / Company Lumos Analytics Inc., a corporation organized under the laws of the State of Delaware (the "Company"). Principal Office: 340 Folsom Street, Suite 1100, San Francisco, California 94105 Date of Incorporation: January 14, 2022 Chief Executive Officer: Priya Narasimhan, Co-Founder, CEO & President Issuer's Counsel: Calderwood & Harkness LLP, 555 California Street, 30th Floor, San Francisco

2. Overview of the Offering 2.1 Security. The securities to be issued in this financing shall be Post-Money SAFEs (Simple Agreements for Future Equity), based on the standard form published by Calderon Partners LLC (the "YC Standard Form"), with certain modifications as described herein (each, a "SAFE" and collectively, the "SAFEs"). The SAFEs are not debt instruments, do not bear interest, and do not have a maturity

3. Key Economic Terms 3.1 Pro Forma Ownership Upon conversion of all SAFEs issued in this Round at the Valuation Cap, and assuming the full $6,800,000 Round is subscribed at the $28,000,000 post-money Valuation Cap, the pro forma ownership percentages of the new investors, on a fully diluted basis and prior to any dilution from the next Equity Financing, are estimated as follows: The foregoing ownership percentages a

4. Conversion Events 4.1 Equity Financing The SAFE shall automatically convert into shares of the Company's preferred stock (the "Conversion Shares") upon the closing of a bona fide equity financing (an "Equity Financing") in which the Company issues and sells shares of its preferred stock to one or more investors, with aggregate gross proceeds to the Company of at least $1,000,000 (One Million Dollars), excluding fo

5. Most Favored Nation (MFN) Provision If, at any time following the execution of the Lead Investor's SAFE and prior to the conversion of such SAFE in an Equity Financing, the Company issues any subsequent SAFE, convertible note, or other convertible security (each, a "Subsequent Convertible Security") to any investor on terms that are more favorable to such investor than those set forth in the Lead Investor's SAFE —

6. Pro Rata Rights Side Letter Concurrently with the execution of the Lead Investor's SAFE, the Company and the Lead Investor shall enter into a side letter (the "Pro Rata Rights Side Letter") pursuant to which the Company shall grant the Lead Investor the right to participate on a pro rata basis in the Company's next equity financing following the conversion of the SAFE (the "Next Equity Financing"). The Lead Invest

7. Information Rights Commencing upon the execution of the Lead Investor's SAFE and continuing until the earlier of (a) the conversion of the SAFE into equity securities of the Company or (b) the consummation of a Liquidity Event, the Company shall provide the Lead Investor with the following information (collectively, the "Information Rights"): (a) Annual Financial Statements. Within ninety (90) days following the e

8. Company Capitalization (Summary) The following is a summary of the Company's capitalization as of the date of this term sheet, provided for informational purposes and subject to verification during due diligence. The Company represents that the information set forth below is accurate and complete in all material respects as of the date hereof. 8.1 Pre-Round Capital Structure Breakdown of outstanding Common Stock:

9. Anticipated Co-Investors The Company expects to close additional SAFEs with up to three (3) Co-Investors on the same material terms as the Lead Investor's SAFE, including a post-money valuation cap of $28,000,000, no discount, and the MFN provision described in Section 5. The combined additional amount to be raised from Co-Investors is approximately $3,300,000 (Three Million Three Hundred Thousand Dollars), bringi

10. Conditions to Closing The obligation of the Lead Investor to deliver the purchase amount and consummate the transactions contemplated by this term sheet is subject to the satisfaction or waiver (by the Lead Investor) of each of the following conditions precedent: (a) Definitive SAFE Instrument. The execution and delivery by the Company and the Lead Investor of the definitive SAFE instrument, in form and substance

11. Representations and Warranties The definitive SAFE instrument will contain customary representations and warranties of the Company for a transaction of this type and size, including, without limitation, representations and warranties as to the following matters: (a) Organization and Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is

12. Governing Law; Dispute Resolution The definitive SAFE instrument, the Pro Rata Rights Side Letter, and all ancillary agreements entered into in connection with this financing 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 pr

13. Confidentiality This Section 13 is a binding provision of this term sheet. Each party agrees to keep the terms and conditions of this term sheet, the existence of the proposed transaction, and all information exchanged in connection with the negotiation of this term sheet and the definitive SAFE (collectively, "Confidential Information") strictly confidential and not to disclose such Confidential Information to a

14. Exclusivity This Section 14 is a binding provision of this term sheet. For a period of thirty (30) days from the date of this term sheet (the "Exclusivity Period"), the Company agrees that it shall not, and shall cause its officers, directors, employees, advisors, and agents not to, directly or indirectly: (a) solicit, initiate, or knowingly encourage any inquiry, proposal, or offer from any third party relating

15. Expenses Each party shall bear its own legal fees, advisory fees, and out-of-pocket expenses incurred in connection with the negotiation, preparation, and execution of this term sheet, the definitive SAFE instrument, and all related agreements, regardless of whether the proposed transaction is consummated. The Company's engagement of Calderwood & Harkness LLP as issuer's counsel in connection with this financing

16. Non-Binding Nature Except for the provisions set forth in the sections titled "Confidentiality" (Section 13), "Exclusivity" (Section 14), and "Governing Law" (Section 12), this term sheet is non-binding in its entirety and does not create any legally enforceable obligation on the part of either party to consummate the proposed transaction, to negotiate in good faith toward a definitive agreement, or to take or re

17. Expiration This term sheet shall expire automatically and be of no further force or effect if it has not been accepted and countersigned by the Lead Investor on or before September 5, 2023, unless such date is extended by mutual written agreement of the parties. Upon expiration, neither party shall have any obligation to the other with respect to the proposed transaction, except that the binding provisions of thi