1008-00003 · Client 1008 · Termination Documents

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MUTUAL TERMINATION AND RELEASE AGREEMENT

Dated as of October 27, 2023

This Mutual Termination and Release Agreement (this "Agreement") is entered into as of October 27, 2023 (the "Effective Date"), by and between:

Lumos Analytics Inc., a Delaware corporation, with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105 (the "Company" or "Lumos"),

and

Canopy Growth Capital LLC, a Delaware limited liability company, with its principal office at 1455 Market Street, Suite 600, San Francisco, California 94103 (the "Investor" or "Canopy Growth").

The Company and the Investor are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company and the Investor entered into that certain Post-Money Safe (Simple Agreement for Future Equity) dated September 29, 2023 (the "SAFE"), pursuant to which the Investor purchased the right to certain shares of the Company's capital stock in exchange for a purchase amount of One Million One Hundred Thousand Dollars ($1,100,000) (the "Purchase Amount"), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate (Recital A);

WHEREAS, in connection with the SAFE, the Investor transferred the Purchase Amount of $1,100,000 to the Company's operating account, which funds were received by the Company on September 29, 2023 (Recital B);

WHEREAS, the Parties have determined, following good-faith discussions and deliberation, that it is in their mutual interest to terminate the SAFE and to unwind the transactions contemplated thereby in their entirety, including the full refund of the Purchase Amount to the Investor, on the terms and subject to the conditions set forth herein (Recital C); and

WHEREAS, this Agreement is entered into for the purpose of resolving all matters between the Parties relating to the SAFE and does not constitute an admission of liability, wrongdoing, or fault by either Party (Recital D).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the SAFE, unless the context clearly requires otherwise.

"Agreement" means this Mutual Termination and Release Agreement, including all recitals and any exhibits or schedules attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with Section 10.4.

"Effective Date" means October 27, 2023.

"Purchase Amount" means One Million One Hundred Thousand Dollars ($1,100,000), being the amount paid by the Investor to the Company under the SAFE.

"Refund Amount" means One Million One Hundred Thousand Dollars ($1,100,000), which is equal to the Purchase Amount, without interest, penalties, premiums, or other adjustments of any kind.

"Refund Deadline" means one (1) business day following the Effective Date.

"Released Claims" has the meaning set forth in Section 4.1 of this Agreement.

"Released Parties" means, as applicable, the Company Released Parties and the Investor Released Parties, each as defined in Section 4.1 and Section 4.2, respectively.

"SAFE" means that certain Post-Money Safe (Simple Agreement for Future Equity) dated September 29, 2023, by and between the Company and the Investor, together with all amendments, addenda, exhibits, and schedules thereto.

ARTICLE 2 — TERMINATION OF THE SAFE

Section 2.1 — Termination.

Effective as of the Effective Date, the SAFE is hereby terminated in its entirety and shall be of no further force or effect. All rights and obligations of the Parties arising under or in connection with the SAFE, including without limitation (a) any right of the Investor to convert the Purchase Amount into equity securities of the Company upon any Equity Financing, Liquidity Event, or Dissolution Event (each as defined in the SAFE), (b) any obligation of the Company to issue shares of its capital stock or other equity interests to the Investor, and (c) any other covenants, conditions, representations, warranties, or indemnification obligations contained in the SAFE, are hereby extinguished, cancelled, and rendered null and void in all respects. The SAFE shall be deemed cancelled and void ab initio upon completion of the Refund (as defined in Section 3.1 below), and neither Party shall have any further rights, obligations, or liabilities thereunder from and after such time.

Section 2.2 — No Conversion Rights.

For the avoidance of doubt, the Investor shall have no right, and hereby irrevocably waives any right it may otherwise have, to receive any shares of capital stock, preferred stock, common stock, warrants, options, or other equity securities or equity-linked instruments of the Company in connection with, arising out of, or related to the SAFE, whether upon the occurrence of any Equity Financing, Liquidity Event, Dissolution Event, or otherwise. The most favored nation ("MFN") provision, if any, set forth in the SAFE is terminated concurrently herewith and shall be of no further force or effect. Any information rights, inspection rights, or similar rights granted to the Investor under the SAFE or in connection therewith are likewise terminated concurrently herewith.

Section 2.3 — Return and Destruction of Instruments.

Within five (5) business days following the Effective Date, the Investor shall return to the Company the original executed copy of the SAFE and any ancillary agreements, side letters, instruments, or documents related thereto. In the event that the Investor is unable to locate the original executed copy of the SAFE, the Investor shall provide to the Company a written certification, executed by an authorized representative of the Investor, confirming that (a) the original executed copy has been destroyed or is otherwise unavailable, and (b) the Investor does not possess any copies thereof other than those retained by its legal counsel for archival and compliance purposes. The Company acknowledges that the retention of copies by the Investor's legal counsel for archival purposes shall not constitute a breach of this Section 2.3, provided that such copies are not used for any purpose other than confirming the existence and terms of the prior arrangement that has been terminated hereunder.

ARTICLE 3 — REFUND OF PURCHASE AMOUNT

Section 3.1 — Refund Obligation.

The Company shall refund to the Investor the Refund Amount of One Million One Hundred Thousand Dollars ($1,100,000) in full, without interest, penalties, premiums, set-offs, counterclaims, or deductions of any kind (the "Refund"). Payment of the Refund Amount shall be made by wire transfer of immediately available funds in United States dollars to the bank account designated in writing by the Investor on or prior to the Effective Date. The Company shall not withhold or deduct any amounts from the Refund Amount for taxes, fees, or any other purpose, and the Refund Amount shall be paid in a single lump-sum payment.

Section 3.2 — Timing.

The Company shall initiate the wire transfer of the Refund Amount no later than one (1) business day following the Effective Date (i.e., by October 28, 2023, or the next succeeding business day if October 28, 2023 is not a business day). For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in San Francisco, California are authorized or required by law, regulation, or executive order to remain closed. The Refund shall be made from the Company's operating account maintained at Silicon Valley Commerce Bank (Account No. 8801-4427-3390), or from such other account as the Company may designate, provided that the Refund Amount is received by the Investor by the Refund Deadline. The Company shall bear all wire transfer fees and bank charges associated with the transmission of the Refund Amount.

Section 3.3 — Confirmation.

Upon receipt of the Refund Amount in the Investor's designated bank account, the Investor shall promptly (and in any event within two (2) business days following receipt) provide written confirmation of receipt to the Company, delivered in accordance with Section 10.7. Such confirmation shall specify the date on which the Refund Amount was received and the amount received. The Investor's failure to provide such written confirmation shall not relieve the Investor of its obligations under this Agreement, nor shall it be deemed to constitute a failure of receipt if the wire transfer records of the Company's bank confirm that the Refund Amount was successfully transmitted and credited.

ARTICLE 4 — MUTUAL RELEASE

Section 4.1 — Release by the Company.

Effective upon receipt by the Investor of the Refund Amount, the Company, on behalf of itself and its officers, directors, employees, agents, representatives, successors, assigns, stockholders, subsidiaries, parent entities, and affiliates (collectively, the "Company Released Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Investor and its members, managers, officers, employees, agents, representatives, successors, assigns, subsidiaries, parent entities, and affiliates (collectively, the "Investor Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, expenses, liabilities, and obligations of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, accrued or unaccrued, matured or unmatured, contingent or non-contingent, liquidated or unliquidated, arising out of, relating to, or in connection with the SAFE, the negotiation, drafting, execution, delivery, performance, non-performance, or termination thereof, or any of the transactions contemplated thereby or related thereto (collectively, the "Released Claims").

Section 4.2 — Release by the Investor.

Effective upon receipt by the Investor of the Refund Amount, the Investor, on behalf of itself and its members, managers, officers, employees, agents, representatives, successors, assigns, subsidiaries, parent entities, and affiliates (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company Released Parties from any and all Released Claims. The Investor acknowledges and agrees that, upon receipt of the Refund Amount, it shall have no further claims against the Company or any of the Company Released Parties in respect of the SAFE or any matter related thereto.

Section 4.3 — California Civil Code Section 1542 Waiver.

Each Party acknowledges that it has been advised by legal counsel and is familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party, being aware of said code section and having been so advised by legal counsel, hereby expressly waives and relinquishes any and all rights or benefits it may have under Section 1542 of the California Civil Code, or under any similar provision of federal or state law, to the fullest extent permitted by law, with respect to the Released Claims. Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 and hereby assumes full responsibility for any injuries, damages, losses, or liabilities that it may hereafter discover or incur with respect to the Released Claims.

Section 4.4 — Scope of Release.

The releases set forth in this Article 4 are intended to be broadly construed to the maximum extent permitted by applicable law and shall encompass, without limitation, any and all claims for fraud, misrepresentation, negligent misrepresentation, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, promissory estoppel, unjust enrichment, quantum meruit, conversion, negligence, tortious interference, and any statutory or regulatory claims (including, without limitation, claims under federal or state securities laws), in each case solely to the extent arising out of, relating to, or in connection with the SAFE, the negotiation, execution, performance, non-performance, or termination thereof, or the transactions contemplated thereby. Nothing in this Article 4 shall be construed to release any Party from its obligations under this Agreement.

ARTICLE 5 — NO ADMISSION OF LIABILITY

Nothing in this Agreement, including the Parties' decision to terminate the SAFE and refund the Purchase Amount, shall be construed as an admission of liability, fault, wrongdoing, culpability, or responsibility by either Party with respect to any matter whatsoever, whether relating to the SAFE, the transactions contemplated thereby, or otherwise. This Agreement represents a compromise and settlement of the Parties' respective positions and is entered into solely for the purpose of avoiding the uncertainty, expense, and burden of any potential dispute.

Neither Party shall use this Agreement or any of its terms, provisions, or recitals as evidence of wrongdoing, liability, fault, or responsibility by the other Party in any judicial, arbitral, administrative, regulatory, or other proceeding of any nature, except to the extent necessary to enforce the terms of this Agreement.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations.

Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

(a) Power and Authority. Such Party has the full power, authority, and legal right to enter into, execute, deliver, and perform its obligations under this Agreement. Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by such Party has been duly authorized by all necessary corporate action (in the case of the Company) or limited liability company action (in the case of the Investor), and no additional corporate, stockholder, member, or other approval or authorization is required in connection therewith.

(c) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Assignment of Claims. Such Party has not assigned, transferred, pledged, hypothecated, or otherwise conveyed to any third party any of the Released Claims or any right, interest, or entitlement related thereto, and no third party has any interest in any of the Released Claims.

(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate or conflict with any provision of such Party's organizational documents, (ii) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, order, judgment, or decree to which such Party is a party or by which it is bound, or (iii) violate any applicable law, rule, or regulation.

Section 6.2 — Company Representation — Refund Capacity.

The Company represents and warrants to the Investor that, as of the Effective Date, the Company has sufficient liquid funds available in its accounts to pay the Refund Amount in full and that the payment of the Refund Amount will not (a) render the Company insolvent, (b) cause the Company to be unable to pay its debts as they become due in the ordinary course of business, or (c) leave the Company with unreasonably small capital for the conduct of its business as presently conducted and as proposed to be conducted. The Company further represents that the payment of the Refund Amount does not constitute a fraudulent transfer or conveyance under applicable law.

Section 6.3 — Investor Representation — Authority.

The Investor represents and warrants that Lena Petrova, in her capacity as Managing Member of Canopy Growth Capital LLC, has full authority to execute this Agreement on behalf of the Investor and to bind the Investor to the terms and conditions contained herein. No consent, approval, or authorization of any other member, manager, or governing body of the Investor is required for the valid execution and delivery of this Agreement.

ARTICLE 7 — COVENANT NOT TO SUE

Each Party hereby covenants and agrees that it will not, directly or indirectly, and will cause its affiliates, officers, directors, members, managers, employees, agents, successors, and assigns not to, commence, maintain, institute, prosecute, participate in, or cause to be commenced or maintained any action, suit, claim, arbitration, proceeding, or investigation of any kind, whether at law or in equity, in any court, tribunal, arbitral body, governmental agency, or other forum, against the other Party or any of its Released Parties, based upon, arising out of, related to, or in connection with any of the Released Claims. In the event that either Party breaches this covenant, such Party shall be liable for all costs, expenses, and attorneys' fees incurred by the non-breaching Party in defending against such action, suit, or proceeding, in addition to any other remedies available at law or in equity.

ARTICLE 8 — NON-DISPARAGEMENT

Each Party agrees that it will not, and will instruct its officers, directors, members, managers, employees, and agents not to, directly or indirectly, make or cause to be made any public or private statement, whether oral or written, including without limitation any statement made in any social media post, press release, blog post, interview, or other communication, that disparages, defames, or is derogatory of the other Party, its affiliates, or any of their respective officers, directors, members, managers, employees, agents, products, services, or business practices, in each case in connection with the SAFE, the termination thereof, or the matters contemplated by this Agreement.

Notwithstanding the foregoing, this provision shall not prohibit (a) truthful statements made in connection with any legal, regulatory, governmental, or administrative proceeding, (b) truthful statements made as required by applicable law, regulation, subpoena, or court order, (c) truthful statements made in response to inquiries from governmental or regulatory authorities, or (d) internal communications between a Party and its legal counsel protected by the attorney-client privilege.

ARTICLE 9 — CONFIDENTIALITY

Section 9.1 — Confidential Treatment.

The terms and conditions of this Agreement, including the existence of the termination and refund and the amounts involved, shall be treated as strictly confidential by each Party and shall not be disclosed to any third party without the prior written consent of the other Party, except as follows:

(a) Disclosures to such Party's legal, financial, tax, and accounting advisors, and to such Party's officers, directors, members, managers, and employees, in each case on a need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein;

(b) Disclosures required by applicable law, regulation, rule, legal process (including subpoena, civil investigative demand, or court order), or the rules or regulations of any governmental agency, regulatory body, or securities exchange, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt written notice of such requirement prior to making any such disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit such disclosure; and

(c) Disclosures made with the prior written consent of the other Party, which consent may be granted, conditioned, or withheld in such Party's sole and absolute discretion.

Section 9.2 — Return of Confidential Information.

Within ten (10) business days following the Effective Date, each Party shall promptly return to the other Party, or destroy (at the disclosing Party's election), all confidential or proprietary information of the other Party received in connection with the negotiation, due diligence, execution, or performance of the SAFE, including without limitation all business plans, financial statements, projections, technical documentation, customer lists, and other proprietary materials, in whatever form or medium (whether physical or electronic). Upon request by the disclosing Party, the receiving Party shall provide a written certification, executed by an authorized officer or representative, confirming the return or destruction of all such confidential information. Notwithstanding the foregoing, each Party may retain copies of confidential information to the extent required by applicable law, regulation, or bona fide document retention policies, or as contained in automatic electronic backup systems, provided that such retained copies shall remain subject to the confidentiality obligations of this Article 9 for a period of two (2) years following the Effective Date.

ARTICLE 10 — MISCELLANEOUS

Section 10.1 — Governing Law.

This Agreement 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 law rules, provisions, or principles (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.

Section 10.2 — Jurisdiction and Venue.

Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement, and (b) waives any objection it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process may be made upon it in the manner set forth in Section 10.7 for the giving of notices, or by any other means permitted by applicable law.

Section 10.3 — Entire Agreement.

This Agreement (including the recitals hereto, which are incorporated herein by this reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, relating to such subject matter, including without limitation the SAFE and any term sheets, letters of intent, or side letters entered into in connection therewith. There are no representations, warranties, covenants, or other agreements between the Parties relating to the subject matter hereof other than those expressly set forth or referred to in this Agreement.

Section 10.4 — Amendments.

This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by authorized representatives of both Parties. No oral modification or waiver of any provision of this Agreement shall be effective for any purpose.

Section 10.5 — Severability.

If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.

Section 10.6 — Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, electronic signature (including Brightwater Software or similar platform), or portable document format (PDF) shall be deemed valid and sufficient execution and delivery for all purposes, with the same force and effect as execution and delivery of an original ink-signed counterpart.

Section 10.7 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.7), (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice delivered in accordance with this Section 10.7):

If to the Company:

Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, California 94105

Attention: Priya Narasimhan, Chief Executive Officer

Email: priya@lumosanalytics.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104

Attention: Patricia Dunmore

Email: pdunmore@calderwoodharkness.com

If to the Investor:

Canopy Growth Capital LLC 1455 Market Street, Suite 600 San Francisco, California 94103

Attention: Lena Petrova, Managing Member

Email: lena@canopygrowthcapital.com

Section 10.8 — Waiver.

The failure of either Party to enforce any provision of this Agreement at any time or for any period of time shall not constitute a waiver of such Party's right to enforce such provision or any other provision of this Agreement in the future. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default, whether of a similar or different nature.

Section 10.9 — Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment or transfer in violation of this Section 10.9 shall be null and void and of no force or effect.

Section 10.10 — Fees and Expenses.

Each Party shall bear its own costs, fees, and expenses (including, without limitation, attorneys' fees, accountants' fees, financial advisory fees, and all other professional and transaction-related fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. In no event shall either Party be liable for or obligated to pay or reimburse the other Party for any such costs, fees, or expenses.

Section 10.11 — No Third-Party Beneficiaries.

This Agreement is entered into for the sole benefit of the Parties and their respective Released Parties, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the Released Parties (to the extent not a signatory hereto) is an intended third-party beneficiary of the release provisions set forth in Article 4 and the covenant not to sue set forth in Article 7, and shall be entitled to enforce such provisions directly.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO MUTUAL TERMINATION AND RELEASE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Mutual Termination and Release Agreement to be executed as of the date first written above by their respective duly authorized representatives.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: October 27, 2023

CANOPY GROWTH CAPITAL LLC

By: ________

Name: Lena Petrova

Title: Managing Member

Date: October 27, 2023

MUTUAL TERMINATION AND RELEASE AGREEMENT
Dated as of October 27, 2023
This Mutual Termination and Release Agreement (this "Agreement") is entered into as of October 27, 2023 (the "Effective Date"), by and between:
Lumos Analytics Inc., a Delaware corporation, with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105 (the "Company" or "Lumos"),
and
Canopy Growth Capital LLC, a Delaware limited liability company, with its principal office at 1455 Market Street, Suite 600, San Francisco, California 94103 (the "Investor" or "Canopy Growth").
The Company and the Investor are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company and the Investor entered into that certain Post-Money Safe (Simple Agreement for Future Equity) dated September 29, 2023 (the "SAFE"), pursuant to which the Investor purchased the right to certain shares of the Company's capital stock in exchange for a purchase amount of One Million One Hundred Thousand Dollars ($1,100,000) (the "Purchase Amount"), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate (Recital A);
WHEREAS, in connection with the SAFE, the Investor transferred the Purchase Amount of $1,100,000 to the Company's operating account, which funds were received by the Company on September 29, 2023 (Recital B);
WHEREAS, the Parties have determined, following good-faith discussions and deliberation, that it is in their mutual interest to terminate the SAFE and to unwind the transactions contemplated thereby in their entirety, including the full refund of the Purchase Amount to the Investor, on the terms and subject to the conditions set forth herein (Recital C); and
WHEREAS, this Agreement is entered into for the purpose of resolving all matters between the Parties relating to the SAFE and does not constitute an admission of liability, wrongdoing, or fault by either Party (Recital D).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the SAFE, unless the context clearly requires otherwise.
"Agreement" means this Mutual Termination and Release Agreement, including all recitals and any exhibits or schedules attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with Section 10.4.
"Effective Date" means October 27, 2023.
"Purchase Amount" means One Million One Hundred Thousand Dollars ($1,100,000), being the amount paid by the Investor to the Company under the SAFE.
"Refund Amount" means One Million One Hundred Thousand Dollars ($1,100,000), which is equal to the Purchase Amount, without interest, penalties, premiums, or other adjustments of any kind.
"Refund Deadline" means one (1) business day following the Effective Date.
"Released Claims" has the meaning set forth in Section 4.1 of this Agreement.
"Released Parties" means, as applicable, the Company Released Parties and the Investor Released Parties, each as defined in Section 4.1 and Section 4.2, respectively.
"SAFE" means that certain Post-Money Safe (Simple Agreement for Future Equity) dated September 29, 2023, by and between the Company and the Investor, together with all amendments, addenda, exhibits, and schedules thereto.
ARTICLE 2 — TERMINATION OF THE SAFE
Section 2.1 — Termination.
Effective as of the Effective Date, the SAFE is hereby terminated in its entirety and shall be of no further force or effect. All rights and obligations of the Parties arising under or in connection with the SAFE, including without limitation (a) any right of the Investor to convert the Purchase Amount into equity securities of the Company upon any Equity Financing, Liquidity Event, or Dissolution Event (each as defined in the SAFE), (b) any obligation of the Company to issue shares of its capital stock or other equity interests to the Investor, and (c) any other covenants, conditions, representations, warranties, or indemnification obligations contained in the SAFE, are hereby extinguished, cancelled, and rendered null and void in all respects. The SAFE shall be deemed cancelled and void ab initio upon completion of the Refund (as defined in Section 3.1 below), and neither Party shall have any further rights, obligations, or liabilities thereunder from and after such time.
Section 2.2 — No Conversion Rights.
For the avoidance of doubt, the Investor shall have no right, and hereby irrevocably waives any right it may otherwise have, to receive any shares of capital stock, preferred stock, common stock, warrants, options, or other equity securities or equity-linked instruments of the Company in connection with, arising out of, or related to the SAFE, whether upon the occurrence of any Equity Financing, Liquidity Event, Dissolution Event, or otherwise. The most favored nation ("MFN") provision, if any, set forth in the SAFE is terminated concurrently herewith and shall be of no further force or effect. Any information rights, inspection rights, or similar rights granted to the Investor under the SAFE or in connection therewith are likewise terminated concurrently herewith.
Section 2.3 — Return and Destruction of Instruments.
Within five (5) business days following the Effective Date, the Investor shall return to the Company the original executed copy of the SAFE and any ancillary agreements, side letters, instruments, or documents related thereto. In the event that the Investor is unable to locate the original executed copy of the SAFE, the Investor shall provide to the Company a written certification, executed by an authorized representative of the Investor, confirming that (a) the original executed copy has been destroyed or is otherwise unavailable, and (b) the Investor does not possess any copies thereof other than those retained by its legal counsel for archival and compliance purposes. The Company acknowledges that the retention of copies by the Investor's legal counsel for archival purposes shall not constitute a breach of this Section 2.3, provided that such copies are not used for any purpose other than confirming the existence and terms of the prior arrangement that has been terminated hereunder.
ARTICLE 3 — REFUND OF PURCHASE AMOUNT
Section 3.1 — Refund Obligation.
The Company shall refund to the Investor the Refund Amount of One Million One Hundred Thousand Dollars ($1,100,000) in full, without interest, penalties, premiums, set-offs, counterclaims, or deductions of any kind (the "Refund"). Payment of the Refund Amount shall be made by wire transfer of immediately available funds in United States dollars to the bank account designated in writing by the Investor on or prior to the Effective Date. The Company shall not withhold or deduct any amounts from the Refund Amount for taxes, fees, or any other purpose, and the Refund Amount shall be paid in a single lump-sum payment.
Section 3.2 — Timing.
The Company shall initiate the wire transfer of the Refund Amount no later than one (1) business day following the Effective Date (i.e., by October 28, 2023, or the next succeeding business day if October 28, 2023 is not a business day). For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in San Francisco, California are authorized or required by law, regulation, or executive order to remain closed. The Refund shall be made from the Company's operating account maintained at Silicon Valley Commerce Bank (Account No. 8801-4427-3390), or from such other account as the Company may designate, provided that the Refund Amount is received by the Investor by the Refund Deadline. The Company shall bear all wire transfer fees and bank charges associated with the transmission of the Refund Amount.
Section 3.3 — Confirmation.
Upon receipt of the Refund Amount in the Investor's designated bank account, the Investor shall promptly (and in any event within two (2) business days following receipt) provide written confirmation of receipt to the Company, delivered in accordance with Section 10.7. Such confirmation shall specify the date on which the Refund Amount was received and the amount received. The Investor's failure to provide such written confirmation shall not relieve the Investor of its obligations under this Agreement, nor shall it be deemed to constitute a failure of receipt if the wire transfer records of the Company's bank confirm that the Refund Amount was successfully transmitted and credited.
ARTICLE 4 — MUTUAL RELEASE
Section 4.1 — Release by the Company.
Effective upon receipt by the Investor of the Refund Amount, the Company, on behalf of itself and its officers, directors, employees, agents, representatives, successors, assigns, stockholders, subsidiaries, parent entities, and affiliates (collectively, the "Company Released Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Investor and its members, managers, officers, employees, agents, representatives, successors, assigns, subsidiaries, parent entities, and affiliates (collectively, the "Investor Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, losses, costs, expenses, liabilities, and obligations of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, accrued or unaccrued, matured or unmatured, contingent or non-contingent, liquidated or unliquidated, arising out of, relating to, or in connection with the SAFE, the negotiation, drafting, execution, delivery, performance, non-performance, or termination thereof, or any of the transactions contemplated thereby or related thereto (collectively, the "Released Claims").
Section 4.2 — Release by the Investor.
Effective upon receipt by the Investor of the Refund Amount, the Investor, on behalf of itself and its members, managers, officers, employees, agents, representatives, successors, assigns, subsidiaries, parent entities, and affiliates (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company Released Parties from any and all Released Claims. The Investor acknowledges and agrees that, upon receipt of the Refund Amount, it shall have no further claims against the Company or any of the Company Released Parties in respect of the SAFE or any matter related thereto.
Section 4.3 — California Civil Code Section 1542 Waiver.
Each Party acknowledges that it has been advised by legal counsel and is familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party, being aware of said code section and having been so advised by legal counsel, hereby expressly waives and relinquishes any and all rights or benefits it may have under Section 1542 of the California Civil Code, or under any similar provision of federal or state law, to the fullest extent permitted by law, with respect to the Released Claims. Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 and hereby assumes full responsibility for any injuries, damages, losses, or liabilities that it may hereafter discover or incur with respect to the Released Claims.
Section 4.4 — Scope of Release.
The releases set forth in this Article 4 are intended to be broadly construed to the maximum extent permitted by applicable law and shall encompass, without limitation, any and all claims for fraud, misrepresentation, negligent misrepresentation, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, promissory estoppel, unjust enrichment, quantum meruit, conversion, negligence, tortious interference, and any statutory or regulatory claims (including, without limitation, claims under federal or state securities laws), in each case solely to the extent arising out of, relating to, or in connection with the SAFE, the negotiation, execution, performance, non-performance, or termination thereof, or the transactions contemplated thereby. Nothing in this Article 4 shall be construed to release any Party from its obligations under this Agreement.
ARTICLE 5 — NO ADMISSION OF LIABILITY
Nothing in this Agreement, including the Parties' decision to terminate the SAFE and refund the Purchase Amount, shall be construed as an admission of liability, fault, wrongdoing, culpability, or responsibility by either Party with respect to any matter whatsoever, whether relating to the SAFE, the transactions contemplated thereby, or otherwise. This Agreement represents a compromise and settlement of the Parties' respective positions and is entered into solely for the purpose of avoiding the uncertainty, expense, and burden of any potential dispute.
Neither Party shall use this Agreement or any of its terms, provisions, or recitals as evidence of wrongdoing, liability, fault, or responsibility by the other Party in any judicial, arbitral, administrative, regulatory, or other proceeding of any nature, except to the extent necessary to enforce the terms of this Agreement.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Mutual Representations.
Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:
(a) Power and Authority. Such Party has the full power, authority, and legal right to enter into, execute, deliver, and perform its obligations under this Agreement. Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by such Party has been duly authorized by all necessary corporate action (in the case of the Company) or limited liability company action (in the case of the Investor), and no additional corporate, stockholder, member, or other approval or authorization is required in connection therewith.
(c) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Assignment of Claims. Such Party has not assigned, transferred, pledged, hypothecated, or otherwise conveyed to any third party any of the Released Claims or any right, interest, or entitlement related thereto, and no third party has any interest in any of the Released Claims.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate or conflict with any provision of such Party's organizational documents, (ii) violate, conflict with, or result in a breach of, or constitute a default under, any agreement, contract, instrument, order, judgment, or decree to which such Party is a party or by which it is bound, or (iii) violate any applicable law, rule, or regulation.
Section 6.2 — Company Representation — Refund Capacity.
The Company represents and warrants to the Investor that, as of the Effective Date, the Company has sufficient liquid funds available in its accounts to pay the Refund Amount in full and that the payment of the Refund Amount will not (a) render the Company insolvent, (b) cause the Company to be unable to pay its debts as they become due in the ordinary course of business, or (c) leave the Company with unreasonably small capital for the conduct of its business as presently conducted and as proposed to be conducted. The Company further represents that the payment of the Refund Amount does not constitute a fraudulent transfer or conveyance under applicable law.
Section 6.3 — Investor Representation — Authority.
The Investor represents and warrants that Lena Petrova, in her capacity as Managing Member of Canopy Growth Capital LLC, has full authority to execute this Agreement on behalf of the Investor and to bind the Investor to the terms and conditions contained herein. No consent, approval, or authorization of any other member, manager, or governing body of the Investor is required for the valid execution and delivery of this Agreement.
ARTICLE 7 — COVENANT NOT TO SUE
Each Party hereby covenants and agrees that it will not, directly or indirectly, and will cause its affiliates, officers, directors, members, managers, employees, agents, successors, and assigns not to, commence, maintain, institute, prosecute, participate in, or cause to be commenced or maintained any action, suit, claim, arbitration, proceeding, or investigation of any kind, whether at law or in equity, in any court, tribunal, arbitral body, governmental agency, or other forum, against the other Party or any of its Released Parties, based upon, arising out of, related to, or in connection with any of the Released Claims. In the event that either Party breaches this covenant, such Party shall be liable for all costs, expenses, and attorneys' fees incurred by the non-breaching Party in defending against such action, suit, or proceeding, in addition to any other remedies available at law or in equity.
ARTICLE 8 — NON-DISPARAGEMENT
Each Party agrees that it will not, and will instruct its officers, directors, members, managers, employees, and agents not to, directly or indirectly, make or cause to be made any public or private statement, whether oral or written, including without limitation any statement made in any social media post, press release, blog post, interview, or other communication, that disparages, defames, or is derogatory of the other Party, its affiliates, or any of their respective officers, directors, members, managers, employees, agents, products, services, or business practices, in each case in connection with the SAFE, the termination thereof, or the matters contemplated by this Agreement.
Notwithstanding the foregoing, this provision shall not prohibit (a) truthful statements made in connection with any legal, regulatory, governmental, or administrative proceeding, (b) truthful statements made as required by applicable law, regulation, subpoena, or court order, (c) truthful statements made in response to inquiries from governmental or regulatory authorities, or (d) internal communications between a Party and its legal counsel protected by the attorney-client privilege.
ARTICLE 9 — CONFIDENTIALITY
Section 9.1 — Confidential Treatment.
The terms and conditions of this Agreement, including the existence of the termination and refund and the amounts involved, shall be treated as strictly confidential by each Party and shall not be disclosed to any third party without the prior written consent of the other Party, except as follows:
(a) Disclosures to such Party's legal, financial, tax, and accounting advisors, and to such Party's officers, directors, members, managers, and employees, in each case on a need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less restrictive than those set forth herein;
(b) Disclosures required by applicable law, regulation, rule, legal process (including subpoena, civil investigative demand, or court order), or the rules or regulations of any governmental agency, regulatory body, or securities exchange, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt written notice of such requirement prior to making any such disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit such disclosure; and
(c) Disclosures made with the prior written consent of the other Party, which consent may be granted, conditioned, or withheld in such Party's sole and absolute discretion.
Section 9.2 — Return of Confidential Information.
Within ten (10) business days following the Effective Date, each Party shall promptly return to the other Party, or destroy (at the disclosing Party's election), all confidential or proprietary information of the other Party received in connection with the negotiation, due diligence, execution, or performance of the SAFE, including without limitation all business plans, financial statements, projections, technical documentation, customer lists, and other proprietary materials, in whatever form or medium (whether physical or electronic). Upon request by the disclosing Party, the receiving Party shall provide a written certification, executed by an authorized officer or representative, confirming the return or destruction of all such confidential information. Notwithstanding the foregoing, each Party may retain copies of confidential information to the extent required by applicable law, regulation, or bona fide document retention policies, or as contained in automatic electronic backup systems, provided that such retained copies shall remain subject to the confidentiality obligations of this Article 9 for a period of two (2) years following the Effective Date.
ARTICLE 10 — MISCELLANEOUS
Section 10.1 — Governing Law.
This Agreement 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 law rules, provisions, or principles (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.
Section 10.2 — Jurisdiction and Venue.
Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement, and (b) waives any objection it may now or hereafter have to the laying of venue in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process may be made upon it in the manner set forth in Section 10.7 for the giving of notices, or by any other means permitted by applicable law.
Section 10.3 — Entire Agreement.
This Agreement (including the recitals hereto, which are incorporated herein by this reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, relating to such subject matter, including without limitation the SAFE and any term sheets, letters of intent, or side letters entered into in connection therewith. There are no representations, warranties, covenants, or other agreements between the Parties relating to the subject matter hereof other than those expressly set forth or referred to in this Agreement.
Section 10.4 — Amendments.
This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by authorized representatives of both Parties. No oral modification or waiver of any provision of this Agreement shall be effective for any purpose.
Section 10.5 — Severability.
If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.
Section 10.6 — Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, electronic signature (including Brightwater Software or similar platform), or portable document format (PDF) shall be deemed valid and sufficient execution and delivery for all purposes, with the same force and effect as execution and delivery of an original ink-signed counterpart.
Section 10.7 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.7), (c) one (1) business day after being sent by nationally recognized overnight courier service (with tracking capability), or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice delivered in accordance with this Section 10.7):
If to the Company:
Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, California 94105
Attention: Priya Narasimhan, Chief Executive Officer
Email: priya@lumosanalytics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104
Attention: Patricia Dunmore
Email: pdunmore@calderwoodharkness.com
If to the Investor:
Canopy Growth Capital LLC 1455 Market Street, Suite 600 San Francisco, California 94103
Attention: Lena Petrova, Managing Member
Email: lena@canopygrowthcapital.com
Section 10.8 — Waiver.
The failure of either Party to enforce any provision of this Agreement at any time or for any period of time shall not constitute a waiver of such Party's right to enforce such provision or any other provision of this Agreement in the future. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default, whether of a similar or different nature.
Section 10.9 — Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment or transfer in violation of this Section 10.9 shall be null and void and of no force or effect.
Section 10.10 — Fees and Expenses.
Each Party shall bear its own costs, fees, and expenses (including, without limitation, attorneys' fees, accountants' fees, financial advisory fees, and all other professional and transaction-related fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. In no event shall either Party be liable for or obligated to pay or reimburse the other Party for any such costs, fees, or expenses.
Section 10.11 — No Third-Party Beneficiaries.
This Agreement is entered into for the sole benefit of the Parties and their respective Released Parties, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each of the Released Parties (to the extent not a signatory hereto) is an intended third-party beneficiary of the release provisions set forth in Article 4 and the covenant not to sue set forth in Article 7, and shall be entitled to enforce such provisions directly.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO MUTUAL TERMINATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Mutual Termination and Release Agreement to be executed as of the date first written above by their respective duly authorized representatives.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: October 27, 2023
CANOPY GROWTH CAPITAL LLC
By: ________
Name: Lena Petrova
Title: Managing Member
Date: October 27, 2023

MUTUAL TERMINATION AND RELEASE AGREEMENT

RECITALS

SIGNATURE PAGE TO MUTUAL TERMINATION AND RELEASE AGREEMENT

LUMOS ANALYTICS INC.

CANOPY GROWTH CAPITAL LLC

Record

Parties

Dates

Amounts