1008-00003 · Client 1008 · Corporate Authorizations

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WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF LUMOS ANALYTICS INC.

IN LIEU OF A SPECIAL MEETING

Authorization of Mutual Termination of SAFE Agreements and Refund of Purchase Amounts

October 24, 2023

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and the Bylaws of the Company, as amended to date (the "Bylaws"), hereby adopt the following recitals and resolutions by written consent, effective as of October 24, 2023, without the necessity of a meeting, and with all members of the Board signing this consent.

RECITALS

A. Identity of the Company. The undersigned constitute all of the members of the Board of Directors of Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware. The Company was incorporated on January 14, 2022, in the State of Delaware, and is on file with the Delaware Secretary of State under File No. 7394821. The Company's Employer Identification Number is 87-3491026. The Company's principal executive offices are located at 340 Folsom Street, Suite 1100, San Francisco, California 94105.

B. Prior Authorization of the SAFE Financing Round. Reference is hereby made to the Board's prior Written Consent dated August 30, 2023 (the "August Consent"), pursuant to which the Board authorized the issuance of Simple Agreements for Future Equity (each, a "SAFE," and collectively, the "SAFEs") in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate (the "SAFE Round"). The August Consent further delegated authority to Priya Narasimhan, in her capacity as the Company's Chief Executive Officer and President, to negotiate, execute, and deliver SAFEs on behalf of the Company, on terms consistent with the parameters established in the August Consent, and to take such other actions as she deemed necessary or appropriate in connection therewith.

C. SAFEs Executed and Funded. Pursuant to the authorization granted under the August Consent, the Company executed the following SAFEs (collectively, the "Executed SAFEs"):

(1) Vantage Peak SAFE. A Post-Money SAFE dated September 12, 2023, entered into by and between the Company and Vantage Peak Ventures Fund II, L.P. ("Vantage Peak"), a Delaware limited partnership, for a purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000). The purchase amount was funded in full by wire transfer to the Company on September 12, 2023.

(2) Ridgeline SAFE. A Post-Money SAFE dated September 22, 2023, entered into by and between the Company and Ridgeline Angel Fund, L.P. ("Ridgeline"), a Delaware limited partnership, for a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000). The purchase amount was funded in full by wire transfer to the Company on September 22, 2023.

(3) Canopy Growth SAFE. A Post-Money SAFE dated September 29, 2023, entered into by and between the Company and Canopy Growth Capital LLC ("Canopy Growth"), a Delaware limited liability company, for a purchase amount of One Million One Hundred Thousand Dollars ($1,100,000). The purchase amount was funded in full by wire transfer to the Company on September 29, 2023.

The total aggregate purchase amounts received by the Company under the Executed SAFEs is Five Million Eight Hundred Thousand Dollars ($5,800,000). All such funds were deposited into the Company's operating account (Account No. 8801-4427-3390) maintained at Silicon Valley Commerce Bank, a California state-chartered bank.

D. Atlas Fintech Syndicate Term Sheet. Reference is hereby made to the non-binding term sheet signed on October 4, 2023, by and between the Company and Atlas Fintech Syndicate, L.P. ("Atlas Fintech"), a Delaware limited partnership, for a proposed SAFE in the amount of One Million Dollars ($1,000,000) on the same terms as the Executed SAFEs (i.e., a post-money valuation cap of $28,000,000 and no discount). The Board notes that no SAFE was executed with Atlas Fintech, and no funds were received by the Company from Atlas Fintech at any time. Atlas Fintech withdrew its interest in the proposed investment on October 20, 2023. No obligations, whether contractual, equitable, or otherwise, exist between the Company and Atlas Fintech as of the date of this Written Consent, and the term sheet has expired by its own terms without any further action required by either party.

E. Material Product Development Setback. The Board has been informed of the following material developments with respect to the Company's core product:

(i) On or about October 8, 2023, Peralta IP Consulting LLC ("Peralta"), the Company's independent intellectual property and product validation advisor engaged pursuant to a consulting agreement dated May 15, 2023, completed functionality and accuracy validation testing of the Company's Prism Core v2.0 machine-learning compliance scoring module (the "Prism Core Module"), which constitutes the principal technology asset underlying the Company's planned go-to-market strategy.

(ii) Peralta issued its validation report dated October 9, 2023 (the "Peralta Report"), which determined that the Prism Core Module achieved only approximately 61% accuracy against the applicable benchmark dataset, a result substantially below the 92% accuracy target established in the Company's product development roadmap and communicated to investors during the SAFE Round process.

(iii) On October 10, 2023, Elliot Marsh, the Company's Co-Founder and Chief Technology Officer, disclosed the validation failure described in the Peralta Report to the Board in a written memorandum, and estimated that a remediation timeline of approximately four (4) to six (6) months of additional development work would be required to bring the Prism Core Module to or above the target accuracy threshold.

(iv) On October 12, 2023, the Board convened a special meeting (the "October 12 Board Meeting") to consider, among other things, the Company's disclosure obligations under the information rights provisions of the Executed SAFEs, as well as under applicable federal and state securities laws and regulations, in light of the product development setback described herein. At the October 12 Board Meeting, the Board directed the Company's management to promptly notify the investors who participated in the SAFE Round of the Prism Core Module's validation failure and the estimated remediation timeline.

(v) On October 13, 2023, Priya Narasimhan, the Company's Chief Executive Officer and President, notified Samantha Reyes, Principal at Vantage Peak Ventures Fund II, L.P., and the designated deal lead for the Vantage Peak SAFE, of the Prism Core v2.0 validation failure and the estimated remediation timeline, by telephone call followed by written correspondence transmitted via electronic mail. Similar notifications were provided to the designated contacts at Ridgeline and Canopy Growth on or about the same date.

F. Investor Withdrawal Requests. Following the disclosure described in Recital E, the Company received the following communications from the holders of the Executed SAFEs:

(i) On October 15, 2023, Vantage Peak communicated to the Company a request for the return of its Three Million Five Hundred Thousand Dollar ($3,500,000) purchase amount, citing alleged material misrepresentation regarding product readiness in connection with the execution of the Vantage Peak SAFE.

(ii) On October 18, 2023, Vantage Peak formally withdrew from its SAFE. On that same date, the Company received a demand letter from Whitfield Harte & Associates LLP, counsel to Vantage Peak, reiterating the demand for a full refund of the purchase amount and reserving all rights and remedies available to Vantage Peak at law and in equity.

(iii) On October 20, 2023, Atlas Fintech withdrew its interest in the proposed SAFE investment. As noted in Recital D, no SAFE had been executed between the Company and Atlas Fintech, and no funds had been transferred.

(iv) On October 22, 2023, Ridgeline submitted a written request for the termination of its SAFE dated September 22, 2023, and for a full refund of its One Million Two Hundred Thousand Dollar ($1,200,000) purchase amount.

(v) On October 23, 2023, Canopy Growth submitted a written request for the termination of its SAFE dated September 29, 2023, and for a full refund of its One Million One Hundred Thousand Dollar ($1,100,000) purchase amount.

G. Legal Counsel's Recommendation. The Board has been advised by Calderwood & Harkness LLP ("C&H"), the Company's outside legal counsel, regarding the Company's legal position in connection with the matters described in Recitals E and F above. C&H's analysis addressed, among other things, the termination provisions of the Executed SAFEs, the Company's contractual and equitable refund obligations, and the Company's potential exposure to claims of fraud, negligent misrepresentation, and related causes of action under the laws of the State of Delaware and applicable federal securities laws. After careful consideration of the foregoing, C&H has recommended that the Company negotiate and enter into Mutual Termination & Release Agreements (each, a "Termination Agreement") with each of Vantage Peak, Ridgeline, and Canopy Growth, providing for the following material terms: (a) full refund of each investor's purchase amount without interest or penalties; (b) mutual general releases of all claims arising out of or related to the Executed SAFEs; (c) no admission of liability or wrongdoing by either party; and (d) mutual non-disparagement provisions. The Board has carefully considered C&H's advice, and has determined, in the exercise of its business judgment, that entering into such Termination Agreements on the terms recommended by C&H is in the best interests of the Company and its stockholders.

H. Financial Considerations. The Board has considered the financial impact of the proposed refunds as follows:

(i) The total aggregate refund obligation under the contemplated Termination Agreements is Five Million Eight Hundred Thousand Dollars ($5,800,000), consisting of: (a) $3,500,000 payable to Vantage Peak; (b) $1,200,000 payable to Ridgeline; and (c) $1,100,000 payable to Canopy Growth.

(ii) The Company's operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) currently holds sufficient funds to effect the refunds in full. The funds received from the investors under the Executed SAFEs have been substantially preserved, and the Company has adequate liquidity to honor its refund obligations.

(iii) Following the consummation of the refunds, the Company's estimated cash position will be approximately Three Hundred Ninety Thousand Dollars ($390,000), which represents approximately 4.1 months of operating runway at the Company's current monthly cash burn rate of approximately Ninety-Five Thousand Dollars ($95,000).

(iv) In addition to its cash on hand, the Company has access to an undrawn Two Hundred Thousand Dollar ($200,000) revolving line of credit with Silicon Valley Commerce Bank, which may be drawn upon in accordance with its terms to supplement the Company's working capital if necessary.

(v) The Board notes that Ridgeline's existing pre-seed SAFE in the amount of Five Hundred Thousand Dollars ($500,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), dated August 10, 2022, will not be affected by the termination of the SAFE Round and shall remain in full force and effect. Nothing in this Written Consent or any Termination Agreement entered into pursuant hereto shall modify, amend, terminate, or otherwise affect such pre-seed SAFE.

RESOLUTIONS

NOW, THEREFORE, BE IT:

RESOLVED (Resolution 1 — Approval of Mutual Termination and Refund), that the Board hereby approves and authorizes the Company to negotiate, finalize, and enter into Mutual Termination & Release Agreements (each, a "Termination Agreement") with each of the following investors (collectively, the "Investors"), on terms substantially consistent with those recommended by Calderwood & Harkness LLP, as described in Recital G above:

(a) Vantage Peak Ventures Fund II, L.P. — terminating the Post-Money SAFE dated September 12, 2023, entered into by and between the Company and Vantage Peak, and providing for a full refund of the purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000);

(b) Ridgeline Angel Fund, L.P. — terminating the Post-Money SAFE dated September 22, 2023, entered into by and between the Company and Ridgeline, and providing for a full refund of the purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000); and

(c) Canopy Growth Capital LLC — terminating the Post-Money SAFE dated September 29, 2023, entered into by and between the Company and Canopy Growth, and providing for a full refund of the purchase amount of One Million One Hundred Thousand Dollars ($1,100,000);

for an aggregate refund amount of Five Million Eight Hundred Thousand Dollars ($5,800,000). All refunds authorized hereby shall be made in full, without interest, penalties, premiums, or any other amounts, and shall be subject in each case to the execution and delivery of a Termination Agreement by the applicable Investor.

RESOLVED FURTHER (Resolution 2 — Key Terms of the Termination Agreements), that each Termination Agreement entered into pursuant to Resolution 1 above shall include, at a minimum, the following terms and provisions:

(a) The termination and cancellation, effective upon execution and delivery of the applicable Termination Agreement, of the applicable Executed SAFE and all rights, obligations, and liabilities of the Company and the applicable Investor thereunder, including without limitation any right to conversion, any information rights, any pro rata rights, and any other economic or governance rights arising under or in connection with such Executed SAFE;

(b) A full refund of the applicable purchase amount, to be effected by wire transfer of immediately available funds to an account designated in writing by the applicable Investor, within one (1) business day following the execution and delivery of the applicable Termination Agreement by all parties thereto;

(c) A mutual general release by the Company and the applicable Investor of all claims, demands, actions, causes of action, suits, damages, losses, liabilities, costs, and expenses (including attorneys' fees) of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, arising out of, relating to, or in connection with the applicable Executed SAFE, the SAFE Round, or any act or omission of any party in connection therewith, from the beginning of time through and including the date of execution of the applicable Termination Agreement;

(d) A covenant not to sue by each party, pursuant to which each party agrees that it will not commence, maintain, or prosecute any action, suit, or proceeding against the other party or any of its affiliates, directors, officers, employees, agents, or representatives with respect to any claim released under the applicable Termination Agreement;

(e) A provision stating that neither the execution and delivery of the Termination Agreement nor the performance of any obligation thereunder shall constitute or be deemed to constitute an admission of liability, wrongdoing, fault, or responsibility by either party;

(f) A mutual non-disparagement provision, pursuant to which each party agrees that it will not, directly or indirectly, make, publish, or cause to be made or published any disparaging, defamatory, or derogatory statements or communications, whether written, oral, or electronic, concerning the other party or any of its affiliates, directors, officers, employees, agents, or representatives;

(g) A provision specifying that the Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws; and

(h) With respect to the Termination Agreement entered into with Ridgeline Angel Fund, L.P., an express carve-out provision confirming that Ridgeline's pre-seed SAFE dated August 10, 2022, in the amount of Five Hundred Thousand Dollars ($500,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), remains in full force and effect and is not modified, amended, terminated, released, or otherwise affected by the Termination Agreement or any transaction contemplated thereby.

RESOLVED FURTHER (Resolution 3 — Authorization of Wire Transfers), that the Board hereby authorizes the Company to initiate wire transfers from the Company's operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) in the aggregate amount of Five Million Eight Hundred Thousand Dollars ($5,800,000) to effectuate the refunds contemplated by the Termination Agreements authorized pursuant to Resolution 1 above. The Company's Chief Financial Officer, Danielle Okoye, is hereby authorized, empowered, and directed to execute any and all wire transfer instructions, banking authorizations, payment directives, or other documents or instruments required by Silicon Valley Commerce Bank or any other financial institution in order to effect such transfers, and to take all such actions as she may deem necessary or appropriate in connection therewith.

RESOLVED FURTHER (Resolution 4 — Designation of Authorized Officers), that Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, is hereby authorized, empowered, and directed, for and on behalf of the Company, to:

(a) Negotiate the final terms of each Termination Agreement with the applicable Investor and its counsel, in consultation with Calderwood & Harkness LLP, on terms substantially consistent with the parameters set forth in Resolution 2 above, with such modifications, additions, or deletions as she may approve in her discretion, provided that such modifications, additions, or deletions do not materially alter the economic terms or scope of releases authorized hereby;

(b) Execute and deliver each Termination Agreement on behalf of the Company;

(c) Execute and deliver any and all other documents, instruments, certificates, agreements, notices, and communications as may be necessary or desirable to effectuate the transactions contemplated by this Written Consent and the Termination Agreements, including without limitation closing certificates, officer's certificates, and any documents required by the Company's bank or other financial institutions; and

(d) Take any and all further actions as she may deem necessary or appropriate in connection with the foregoing, including the engagement of any agents, representatives, or service providers as may be required.

RESOLVED FURTHER (Resolution 5 — Confirmation Regarding Pre-Seed SAFEs), that the Board hereby confirms that the Company's outstanding pre-seed SAFEs issued in August 2022, in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,200,000), each with a post-money valuation cap of Eight Million Dollars ($8,000,000), are not affected by the actions authorized by this Written Consent and shall remain in full force and effect. The outstanding pre-seed SAFEs are as follows:

(a) Pre-Seed SAFE dated August 10, 2022, with Ridgeline Angel Fund, L.P., in the amount of $500,000;

(b) Pre-Seed SAFE dated August 10, 2022, with Angela Forsythe, in the amount of $300,000;

(d) Pre-Seed SAFE dated August 10, 2022, with Sylvia Montero, in the amount of $150,000.

Nothing in this Written Consent, any Termination Agreement, or any document or instrument executed in connection herewith shall be construed to modify, amend, terminate, release, or otherwise affect any of the foregoing pre-seed SAFEs or any rights or obligations arising thereunder.

RESOLVED FURTHER (Resolution 6 — Ratification of Prior Acts), that any and all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions, including without limitation the disclosure of the Prism Core v2.0 validation failure to the Investors, the receipt and consideration of investor withdrawal requests, the engagement and consultation with Calderwood & Harkness LLP, and any communications with the Investors or their counsel, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

RESOLVED FURTHER (Resolution 7 — General Authority), that the officers of the Company are hereby authorized and empowered to take all such further actions and to execute and deliver all such further documents, instruments, certificates, agreements, and communications as may be necessary or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, modifications, or amendments as the officer or officers taking such actions or executing such documents may approve, such approval to be conclusively evidenced by the taking of such actions or the execution and delivery of such documents.

CONSENT AND EXECUTION

This Written Consent may be executed in one or more counterparts, including by electronic signature transmitted via portable document format (PDF) or other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be treated as original signatures for all purposes and shall have the same force and effect as original signatures. This Written Consent shall be effective as of October 24, 2023.

The undersigned directors, constituting all of the members of the Board of Directors of Lumos Analytics Inc., hereby consent to and adopt each of the foregoing recitals and resolutions, effective as of the date first set forth above.

DIRECTOR

By: ________

Name: Priya Narasimhan

Title: Director (and Co-Founder, Chief Executive Officer & President)

Date: ________

DIRECTOR

By: ________

Name: Elliot Marsh

Title: Director (and Co-Founder, Chief Technology Officer)

Date: ________

DIRECTOR

By: ________

Name: Kenji Watanabe

Title: Independent Director

Date: ________

FILING INSTRUCTION: This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of Lumos Analytics Inc. and maintained in the Company's corporate records at its principal executive offices. The Secretary of the Company is directed to attach a copy of this Written Consent to the minute book of the Company immediately following the minutes of the October 12, 2023 Board Meeting.

WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF LUMOS ANALYTICS INC.
IN LIEU OF A SPECIAL MEETING
Authorization of Mutual Termination of SAFE Agreements and Refund of Purchase Amounts
October 24, 2023
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and the Bylaws of the Company, as amended to date (the "Bylaws"), hereby adopt the following recitals and resolutions by written consent, effective as of October 24, 2023, without the necessity of a meeting, and with all members of the Board signing this consent.
RECITALS
A. Identity of the Company. The undersigned constitute all of the members of the Board of Directors of Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware. The Company was incorporated on January 14, 2022, in the State of Delaware, and is on file with the Delaware Secretary of State under File No. 7394821. The Company's Employer Identification Number is 87-3491026. The Company's principal executive offices are located at 340 Folsom Street, Suite 1100, San Francisco, California 94105.
B. Prior Authorization of the SAFE Financing Round. Reference is hereby made to the Board's prior Written Consent dated August 30, 2023 (the "August Consent"), pursuant to which the Board authorized the issuance of Simple Agreements for Future Equity (each, a "SAFE," and collectively, the "SAFEs") in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate (the "SAFE Round"). The August Consent further delegated authority to Priya Narasimhan, in her capacity as the Company's Chief Executive Officer and President, to negotiate, execute, and deliver SAFEs on behalf of the Company, on terms consistent with the parameters established in the August Consent, and to take such other actions as she deemed necessary or appropriate in connection therewith.
C. SAFEs Executed and Funded. Pursuant to the authorization granted under the August Consent, the Company executed the following SAFEs (collectively, the "Executed SAFEs"):
(1) Vantage Peak SAFE. A Post-Money SAFE dated September 12, 2023, entered into by and between the Company and Vantage Peak Ventures Fund II, L.P. ("Vantage Peak"), a Delaware limited partnership, for a purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000). The purchase amount was funded in full by wire transfer to the Company on September 12, 2023.
(2) Ridgeline SAFE. A Post-Money SAFE dated September 22, 2023, entered into by and between the Company and Ridgeline Angel Fund, L.P. ("Ridgeline"), a Delaware limited partnership, for a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000). The purchase amount was funded in full by wire transfer to the Company on September 22, 2023.
(3) Canopy Growth SAFE. A Post-Money SAFE dated September 29, 2023, entered into by and between the Company and Canopy Growth Capital LLC ("Canopy Growth"), a Delaware limited liability company, for a purchase amount of One Million One Hundred Thousand Dollars ($1,100,000). The purchase amount was funded in full by wire transfer to the Company on September 29, 2023.
The total aggregate purchase amounts received by the Company under the Executed SAFEs is Five Million Eight Hundred Thousand Dollars ($5,800,000). All such funds were deposited into the Company's operating account (Account No. 8801-4427-3390) maintained at Silicon Valley Commerce Bank, a California state-chartered bank.
D. Atlas Fintech Syndicate Term Sheet. Reference is hereby made to the non-binding term sheet signed on October 4, 2023, by and between the Company and Atlas Fintech Syndicate, L.P. ("Atlas Fintech"), a Delaware limited partnership, for a proposed SAFE in the amount of One Million Dollars ($1,000,000) on the same terms as the Executed SAFEs (i.e., a post-money valuation cap of $28,000,000 and no discount). The Board notes that no SAFE was executed with Atlas Fintech, and no funds were received by the Company from Atlas Fintech at any time. Atlas Fintech withdrew its interest in the proposed investment on October 20, 2023. No obligations, whether contractual, equitable, or otherwise, exist between the Company and Atlas Fintech as of the date of this Written Consent, and the term sheet has expired by its own terms without any further action required by either party.
E. Material Product Development Setback. The Board has been informed of the following material developments with respect to the Company's core product:
(i) On or about October 8, 2023, Peralta IP Consulting LLC ("Peralta"), the Company's independent intellectual property and product validation advisor engaged pursuant to a consulting agreement dated May 15, 2023, completed functionality and accuracy validation testing of the Company's Prism Core v2.0 machine-learning compliance scoring module (the "Prism Core Module"), which constitutes the principal technology asset underlying the Company's planned go-to-market strategy.
(ii) Peralta issued its validation report dated October 9, 2023 (the "Peralta Report"), which determined that the Prism Core Module achieved only approximately 61% accuracy against the applicable benchmark dataset, a result substantially below the 92% accuracy target established in the Company's product development roadmap and communicated to investors during the SAFE Round process.
(iii) On October 10, 2023, Elliot Marsh, the Company's Co-Founder and Chief Technology Officer, disclosed the validation failure described in the Peralta Report to the Board in a written memorandum, and estimated that a remediation timeline of approximately four (4) to six (6) months of additional development work would be required to bring the Prism Core Module to or above the target accuracy threshold.
(iv) On October 12, 2023, the Board convened a special meeting (the "October 12 Board Meeting") to consider, among other things, the Company's disclosure obligations under the information rights provisions of the Executed SAFEs, as well as under applicable federal and state securities laws and regulations, in light of the product development setback described herein. At the October 12 Board Meeting, the Board directed the Company's management to promptly notify the investors who participated in the SAFE Round of the Prism Core Module's validation failure and the estimated remediation timeline.
(v) On October 13, 2023, Priya Narasimhan, the Company's Chief Executive Officer and President, notified Samantha Reyes, Principal at Vantage Peak Ventures Fund II, L.P., and the designated deal lead for the Vantage Peak SAFE, of the Prism Core v2.0 validation failure and the estimated remediation timeline, by telephone call followed by written correspondence transmitted via electronic mail. Similar notifications were provided to the designated contacts at Ridgeline and Canopy Growth on or about the same date.
F. Investor Withdrawal Requests. Following the disclosure described in Recital E, the Company received the following communications from the holders of the Executed SAFEs:
(i) On October 15, 2023, Vantage Peak communicated to the Company a request for the return of its Three Million Five Hundred Thousand Dollar ($3,500,000) purchase amount, citing alleged material misrepresentation regarding product readiness in connection with the execution of the Vantage Peak SAFE.
(ii) On October 18, 2023, Vantage Peak formally withdrew from its SAFE. On that same date, the Company received a demand letter from Whitfield Harte & Associates LLP, counsel to Vantage Peak, reiterating the demand for a full refund of the purchase amount and reserving all rights and remedies available to Vantage Peak at law and in equity.
(iii) On October 20, 2023, Atlas Fintech withdrew its interest in the proposed SAFE investment. As noted in Recital D, no SAFE had been executed between the Company and Atlas Fintech, and no funds had been transferred.
(iv) On October 22, 2023, Ridgeline submitted a written request for the termination of its SAFE dated September 22, 2023, and for a full refund of its One Million Two Hundred Thousand Dollar ($1,200,000) purchase amount.
(v) On October 23, 2023, Canopy Growth submitted a written request for the termination of its SAFE dated September 29, 2023, and for a full refund of its One Million One Hundred Thousand Dollar ($1,100,000) purchase amount.
G. Legal Counsel's Recommendation. The Board has been advised by Calderwood & Harkness LLP ("C&H"), the Company's outside legal counsel, regarding the Company's legal position in connection with the matters described in Recitals E and F above. C&H's analysis addressed, among other things, the termination provisions of the Executed SAFEs, the Company's contractual and equitable refund obligations, and the Company's potential exposure to claims of fraud, negligent misrepresentation, and related causes of action under the laws of the State of Delaware and applicable federal securities laws. After careful consideration of the foregoing, C&H has recommended that the Company negotiate and enter into Mutual Termination & Release Agreements (each, a "Termination Agreement") with each of Vantage Peak, Ridgeline, and Canopy Growth, providing for the following material terms: (a) full refund of each investor's purchase amount without interest or penalties; (b) mutual general releases of all claims arising out of or related to the Executed SAFEs; (c) no admission of liability or wrongdoing by either party; and (d) mutual non-disparagement provisions. The Board has carefully considered C&H's advice, and has determined, in the exercise of its business judgment, that entering into such Termination Agreements on the terms recommended by C&H is in the best interests of the Company and its stockholders.
H. Financial Considerations. The Board has considered the financial impact of the proposed refunds as follows:
(i) The total aggregate refund obligation under the contemplated Termination Agreements is Five Million Eight Hundred Thousand Dollars ($5,800,000), consisting of: (a) $3,500,000 payable to Vantage Peak; (b) $1,200,000 payable to Ridgeline; and (c) $1,100,000 payable to Canopy Growth.
(ii) The Company's operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) currently holds sufficient funds to effect the refunds in full. The funds received from the investors under the Executed SAFEs have been substantially preserved, and the Company has adequate liquidity to honor its refund obligations.
(iii) Following the consummation of the refunds, the Company's estimated cash position will be approximately Three Hundred Ninety Thousand Dollars ($390,000), which represents approximately 4.1 months of operating runway at the Company's current monthly cash burn rate of approximately Ninety-Five Thousand Dollars ($95,000).
(iv) In addition to its cash on hand, the Company has access to an undrawn Two Hundred Thousand Dollar ($200,000) revolving line of credit with Silicon Valley Commerce Bank, which may be drawn upon in accordance with its terms to supplement the Company's working capital if necessary.
(v) The Board notes that Ridgeline's existing pre-seed SAFE in the amount of Five Hundred Thousand Dollars ($500,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), dated August 10, 2022, will not be affected by the termination of the SAFE Round and shall remain in full force and effect. Nothing in this Written Consent or any Termination Agreement entered into pursuant hereto shall modify, amend, terminate, or otherwise affect such pre-seed SAFE.
RESOLUTIONS
NOW, THEREFORE, BE IT:
RESOLVED (Resolution 1 — Approval of Mutual Termination and Refund), that the Board hereby approves and authorizes the Company to negotiate, finalize, and enter into Mutual Termination & Release Agreements (each, a "Termination Agreement") with each of the following investors (collectively, the "Investors"), on terms substantially consistent with those recommended by Calderwood & Harkness LLP, as described in Recital G above:
(a) Vantage Peak Ventures Fund II, L.P. — terminating the Post-Money SAFE dated September 12, 2023, entered into by and between the Company and Vantage Peak, and providing for a full refund of the purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000);
(b) Ridgeline Angel Fund, L.P. — terminating the Post-Money SAFE dated September 22, 2023, entered into by and between the Company and Ridgeline, and providing for a full refund of the purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000); and
(c) Canopy Growth Capital LLC — terminating the Post-Money SAFE dated September 29, 2023, entered into by and between the Company and Canopy Growth, and providing for a full refund of the purchase amount of One Million One Hundred Thousand Dollars ($1,100,000);
for an aggregate refund amount of Five Million Eight Hundred Thousand Dollars ($5,800,000). All refunds authorized hereby shall be made in full, without interest, penalties, premiums, or any other amounts, and shall be subject in each case to the execution and delivery of a Termination Agreement by the applicable Investor.
RESOLVED FURTHER (Resolution 2 — Key Terms of the Termination Agreements), that each Termination Agreement entered into pursuant to Resolution 1 above shall include, at a minimum, the following terms and provisions:
(a) The termination and cancellation, effective upon execution and delivery of the applicable Termination Agreement, of the applicable Executed SAFE and all rights, obligations, and liabilities of the Company and the applicable Investor thereunder, including without limitation any right to conversion, any information rights, any pro rata rights, and any other economic or governance rights arising under or in connection with such Executed SAFE;
(b) A full refund of the applicable purchase amount, to be effected by wire transfer of immediately available funds to an account designated in writing by the applicable Investor, within one (1) business day following the execution and delivery of the applicable Termination Agreement by all parties thereto;
(c) A mutual general release by the Company and the applicable Investor of all claims, demands, actions, causes of action, suits, damages, losses, liabilities, costs, and expenses (including attorneys' fees) of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, arising out of, relating to, or in connection with the applicable Executed SAFE, the SAFE Round, or any act or omission of any party in connection therewith, from the beginning of time through and including the date of execution of the applicable Termination Agreement;
(d) A covenant not to sue by each party, pursuant to which each party agrees that it will not commence, maintain, or prosecute any action, suit, or proceeding against the other party or any of its affiliates, directors, officers, employees, agents, or representatives with respect to any claim released under the applicable Termination Agreement;
(e) A provision stating that neither the execution and delivery of the Termination Agreement nor the performance of any obligation thereunder shall constitute or be deemed to constitute an admission of liability, wrongdoing, fault, or responsibility by either party;
(f) A mutual non-disparagement provision, pursuant to which each party agrees that it will not, directly or indirectly, make, publish, or cause to be made or published any disparaging, defamatory, or derogatory statements or communications, whether written, oral, or electronic, concerning the other party or any of its affiliates, directors, officers, employees, agents, or representatives;
(g) A provision specifying that the Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws; and
(h) With respect to the Termination Agreement entered into with Ridgeline Angel Fund, L.P., an express carve-out provision confirming that Ridgeline's pre-seed SAFE dated August 10, 2022, in the amount of Five Hundred Thousand Dollars ($500,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), remains in full force and effect and is not modified, amended, terminated, released, or otherwise affected by the Termination Agreement or any transaction contemplated thereby.
RESOLVED FURTHER (Resolution 3 — Authorization of Wire Transfers), that the Board hereby authorizes the Company to initiate wire transfers from the Company's operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) in the aggregate amount of Five Million Eight Hundred Thousand Dollars ($5,800,000) to effectuate the refunds contemplated by the Termination Agreements authorized pursuant to Resolution 1 above. The Company's Chief Financial Officer, Danielle Okoye, is hereby authorized, empowered, and directed to execute any and all wire transfer instructions, banking authorizations, payment directives, or other documents or instruments required by Silicon Valley Commerce Bank or any other financial institution in order to effect such transfers, and to take all such actions as she may deem necessary or appropriate in connection therewith.
RESOLVED FURTHER (Resolution 4 — Designation of Authorized Officers), that Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, is hereby authorized, empowered, and directed, for and on behalf of the Company, to:
(a) Negotiate the final terms of each Termination Agreement with the applicable Investor and its counsel, in consultation with Calderwood & Harkness LLP, on terms substantially consistent with the parameters set forth in Resolution 2 above, with such modifications, additions, or deletions as she may approve in her discretion, provided that such modifications, additions, or deletions do not materially alter the economic terms or scope of releases authorized hereby;
(b) Execute and deliver each Termination Agreement on behalf of the Company;
(c) Execute and deliver any and all other documents, instruments, certificates, agreements, notices, and communications as may be necessary or desirable to effectuate the transactions contemplated by this Written Consent and the Termination Agreements, including without limitation closing certificates, officer's certificates, and any documents required by the Company's bank or other financial institutions; and
(d) Take any and all further actions as she may deem necessary or appropriate in connection with the foregoing, including the engagement of any agents, representatives, or service providers as may be required.
RESOLVED FURTHER (Resolution 5 — Confirmation Regarding Pre-Seed SAFEs), that the Board hereby confirms that the Company's outstanding pre-seed SAFEs issued in August 2022, in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,200,000), each with a post-money valuation cap of Eight Million Dollars ($8,000,000), are not affected by the actions authorized by this Written Consent and shall remain in full force and effect. The outstanding pre-seed SAFEs are as follows:
(a) Pre-Seed SAFE dated August 10, 2022, with Ridgeline Angel Fund, L.P., in the amount of $500,000;
(b) Pre-Seed SAFE dated August 10, 2022, with Angela Forsythe, in the amount of $300,000;
(c) Pre-Seed SAFE dated August 10, 2022, with Dr. Naveen Iyer, in the amount of $250,000; and
(d) Pre-Seed SAFE dated August 10, 2022, with Sylvia Montero, in the amount of $150,000.
Nothing in this Written Consent, any Termination Agreement, or any document or instrument executed in connection herewith shall be construed to modify, amend, terminate, release, or otherwise affect any of the foregoing pre-seed SAFEs or any rights or obligations arising thereunder.
RESOLVED FURTHER (Resolution 6 — Ratification of Prior Acts), that any and all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions, including without limitation the disclosure of the Prism Core v2.0 validation failure to the Investors, the receipt and consideration of investor withdrawal requests, the engagement and consultation with Calderwood & Harkness LLP, and any communications with the Investors or their counsel, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
RESOLVED FURTHER (Resolution 7 — General Authority), that the officers of the Company are hereby authorized and empowered to take all such further actions and to execute and deliver all such further documents, instruments, certificates, agreements, and communications as may be necessary or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, modifications, or amendments as the officer or officers taking such actions or executing such documents may approve, such approval to be conclusively evidenced by the taking of such actions or the execution and delivery of such documents.
CONSENT AND EXECUTION
This Written Consent may be executed in one or more counterparts, including by electronic signature transmitted via portable document format (PDF) or other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be treated as original signatures for all purposes and shall have the same force and effect as original signatures. This Written Consent shall be effective as of October 24, 2023.
The undersigned directors, constituting all of the members of the Board of Directors of Lumos Analytics Inc., hereby consent to and adopt each of the foregoing recitals and resolutions, effective as of the date first set forth above.
DIRECTOR
By: ________
Name: Priya Narasimhan
Title: Director (and Co-Founder, Chief Executive Officer & President)
Date: ________
DIRECTOR
By: ________
Name: Elliot Marsh
Title: Director (and Co-Founder, Chief Technology Officer)
Date: ________
DIRECTOR
By: ________
Name: Kenji Watanabe
Title: Independent Director
Date: ________
FILING INSTRUCTION: This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of Lumos Analytics Inc. and maintained in the Company's corporate records at its principal executive offices. The Secretary of the Company is directed to attach a copy of this Written Consent to the minute book of the Company immediately following the minutes of the October 12, 2023 Board Meeting.

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF LUMOS ANALYTICS INC.

IN LIEU OF A SPECIAL MEETING

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RESOLUTIONS

NOW, THEREFORE, BE IT:

CONSENT AND EXECUTION

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DIRECTOR

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