FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / pro-rata-side-letter-vantage-peak.docx
pro-rata-side-letter-vantage-peak.docx
1008-00003 · 9 clauses
High · 1 Medium · 7 Standard · 1
1. DEFINITIONS Medium
⚑ Liability cap to check against exposure
1. DEFINITIONS As used in this Side Letter, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to them in the SAFE. 1.1 "Company" means Lumos Analytics Inc., a Delaware corporation. 1.2 "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, acting through its general partner,
2. GRANT OF PRO RATA RIGHTS Medium
⚑ Assignment / subcontracting
2. GRANT OF PRO RATA RIGHTS 2.1 Grant. Subject to the terms and conditions of this Side Letter, the Company hereby grants to the Investor the right (but not the obligation) to purchase up to its Pro Rata Share of any New Securities issued in the Qualified Financing, on the same price, terms, and conditions as such New Securities are offered to other investors participating in the Qualified Financing (the "Pro Rata Ri
3. EXERCISE PROCEDURES Medium
⚑ Confidentiality undertaking
3. EXERCISE PROCEDURES 3.1 Notice. The Company shall provide written notice (the "Financing Notice") to the Investor at least ten (10) business days prior to the anticipated closing date of the Qualified Financing. The Financing Notice shall include the following information: (a) a reasonably detailed description of the New Securities to be issued in the Qualified Financing, including the type and class of securities
4. EXEMPTED SECURITIES; CUSTOMARY EXCEPTIONS Standard
⚑ Commercial term
4. EXEMPTED SECURITIES; CUSTOMARY EXCEPTIONS The Pro Rata Right granted under Section 2 of this Side Letter shall not apply to, and the term "New Securities" shall not include, any of the following issuances of securities by the Company (collectively, "Exempted Securities"): (a) shares of Common Stock (or options, restricted stock units, or other equity awards to purchase or receive shares of Common Stock) issued or
5. TERMINATION OF PRO RATA RIGHTS Medium
⚑ Confidentiality undertaking
5. TERMINATION OF PRO RATA RIGHTS The Pro Rata Right granted under this Side Letter shall terminate automatically and without further action by either Party upon the earliest to occur of the following events: (a) the closing of the Qualified Financing, whether or not the Investor exercises its Pro Rata Right with respect thereto—it being understood and agreed that the Pro Rata Right applies solely to the first Equity
6. INFORMATION RIGHTS IN CONNECTION WITH PRO RATA RIGHTS Medium
⚑ Forum / governing law
6. INFORMATION RIGHTS IN CONNECTION WITH PRO RATA RIGHTS In addition to any information rights that may be set forth in the SAFE or that the Investor may otherwise be entitled to under applicable law, the Company agrees that, upon reasonable request made by the Investor in connection with the Investor's evaluation of whether to exercise its Pro Rata Right, the Company shall provide the Investor with reasonable access
7. REPRESENTATIONS AND WARRANTIES Medium
⚑ Forum / governing law
7. REPRESENTATIONS AND WARRANTIES 7.1 Company Representations and Warranties The Company hereby represents and warrants to the Investor as of the date of this Side Letter as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821), and has all requisite corpora
8. CONFIDENTIALITY Medium
⚑ Forum / governing law
8. CONFIDENTIALITY The existence and terms of this Side Letter, including without limitation the specific pro rata participation rights granted herein, the economic terms referenced herein, and any information exchanged by the Parties in connection herewith, are confidential and proprietary (collectively, "Confidential Information"). Neither Party shall disclose any Confidential Information to any third party without
9. MISCELLANEOUS PROVISIONS High
⚑ Non-compete / exclusivity restraint
9. MISCELLANEOUS PROVISIONS 9.1 Governing Law This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party