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 corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105 (the "Company" or "Lumos");

and

Ridgeline Angel Fund, L.P., a limited partnership organized and existing under the laws of the State of Delaware, with its principal office at 55 Liberty Street, Suite 800, New York, New York 10005 (the "Investor" or "Ridgeline").

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

RECITALS

WHEREAS:

A. The Company is a Delaware C-corporation incorporated on January 14, 2022, bearing Employer Identification Number 87-3491026, and is engaged in the business of developing and providing AI-driven financial analytics software solutions to enterprise and institutional customers;

B. On September 22, 2023, the Company and the Investor entered into that certain Post-Money Simple Agreement for Future Equity (the "SAFE"), pursuant to which the Investor agreed to provide, and did provide, a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000) to the Company, subject to a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), with no discount rate (the "Subject SAFE");

C. On or about August 10, 2022, the Company and the Investor previously entered into a separate Simple Agreement for Future Equity in the purchase amount of Five Hundred Thousand Dollars ($500,000), subject to a post-money valuation cap of Eight Million Dollars ($8,000,000) (the "Pre-Seed SAFE"). The Pre-Seed SAFE is not the subject of this Agreement and shall remain in full force and effect in accordance with its terms;

D. Subsequent to the execution of the Subject SAFE, certain developments arose relating to the Company's product pipeline that the Parties have determined, following good-faith discussions, render it advisable to terminate the Subject SAFE in its entirety and for the Company to return the Purchase Amount (as defined below) to the Investor;

E. The Parties desire to terminate the Subject SAFE, provide for the return of the Purchase Amount, exchange mutual releases of claims arising out of or relating to the Subject SAFE, and set forth the terms and conditions of such termination, all as more fully described herein; and

F. The Board of Directors of the Company (the "Board") authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by unanimous written consent dated October 24, 2023, a copy of which has been made available to the Investor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 "Agreement" shall mean this Mutual Termination and Release Agreement, together with all recitals, exhibits, schedules, and attachments hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.3.

1.2 "Effective Date" shall mean October 27, 2023, the date first written above.

1.3 "Pre-Seed SAFE" shall mean that certain Simple Agreement for Future Equity, dated on or about August 10, 2022, entered into between the Company and the Investor, with a purchase amount of Five Hundred Thousand Dollars ($500,000) and a post-money valuation cap of Eight Million Dollars ($8,000,000), as the same may have been amended, modified, or supplemented prior to the date hereof.

1.4 "Purchase Amount" shall mean One Million Two Hundred Thousand Dollars ($1,200,000), being the aggregate amount paid by the Investor to the Company pursuant to and as set forth in the Subject SAFE.

1.5 "Refund Amount" shall mean One Million Two Hundred Thousand Dollars ($1,200,000), which is equal to the full Purchase Amount, without interest, premium, penalty, or any other additional amount of any kind.

1.6 "Released Claims" shall have the meaning set forth in Section 4.1 of this Agreement.

1.7 "Subject SAFE" shall mean that certain Post-Money Simple Agreement for Future Equity, dated September 22, 2023, entered into between the Company and the Investor, with a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000) and a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), with no discount rate.

ARTICLE 2 — TERMINATION OF SUBJECT SAFE

2.1 Termination. Effective as of the Effective Date, the Subject SAFE is hereby terminated in its entirety and shall be of no further force or effect. Upon such termination, neither Party shall have any further rights, obligations, duties, or liabilities of any kind under or arising out of the Subject SAFE, whether accrued, absolute, contingent, or otherwise, except as expressly set forth in this Agreement. The Parties acknowledge and agree that the Subject SAFE shall be deemed null and void ab initio for all purposes, except to the extent that the historical existence of the Subject SAFE is relevant to the interpretation or enforcement of this Agreement.

2.2 Cancellation of Rights. All rights of the Investor to acquire equity securities of the Company pursuant to the Subject SAFE, including without limitation (a) any right to convert the Purchase Amount into shares of the Company's capital stock upon the occurrence of an Equity Financing (as defined in the Subject SAFE), (b) any right to receive cash or equity upon a Liquidity Event or Dissolution Event (each as defined in the Subject SAFE), (c) any most-favored-nation ("MFN") rights, (d) any pro rata rights or rights of first refusal, and (e) any information rights, inspection rights, or other ancillary rights arising solely under the Subject SAFE, are hereby irrevocably cancelled and extinguished in their entirety as of the Effective Date. The Investor shall have no claim to any equity securities, cash, or other consideration under the Subject SAFE, and the Company shall have no obligation to issue any securities or make any payments to the Investor pursuant to or in connection with the Subject SAFE, other than the payment of the Refund Amount as provided in Article 3.

2.3 Pre-Seed SAFE Unaffected. For the avoidance of doubt, the Pre-Seed SAFE dated on or about August 10, 2022, in the purchase amount of Five Hundred Thousand Dollars ($500,000) with a post-money valuation cap of Eight Million Dollars ($8,000,000), is expressly excluded from the scope of this Agreement and shall remain in full force and effect in accordance with its terms. Nothing in this Agreement shall be construed to modify, amend, terminate, impair, waive, or otherwise affect the rights, obligations, or liabilities of either Party under the Pre-Seed SAFE, including without limitation the Investor's right to convert the purchase amount thereunder into equity securities of the Company upon the occurrence of applicable triggering events as set forth in the Pre-Seed SAFE.

ARTICLE 3 — REFUND OF PURCHASE AMOUNT

3.1 Refund Obligation. Subject to and in accordance with the terms and conditions of this Agreement, the Company shall pay to the Investor the Refund Amount of One Million Two Hundred Thousand Dollars ($1,200,000) in immediately available funds by wire transfer to the account designated by the Investor in writing in accordance with Section 3.4. The Parties acknowledge and agree that the payment of the Refund Amount represents the return of the full Purchase Amount previously paid by the Investor to the Company under the Subject SAFE.

3.2 Timing of Refund. The Company shall initiate the wire transfer of the Refund Amount no later than one (1) business day following the Effective Date. For purposes of this Agreement, "business day" shall mean any day other than a Saturday, Sunday, or a day on which banks in San Francisco, California or New York, New York are authorized or required by law or executive order to close.

3.3 No Interest or Penalties. The Refund Amount represents the return of the full Purchase Amount, and no more. No interest, premium, penalty, fee, or additional amount of any kind whatsoever shall be payable by the Company to the Investor in connection with the return of the Purchase Amount, regardless of the period during which the Company held the Purchase Amount, and the Investor hereby waives and relinquishes any claim to interest or other time-value compensation in respect of the Purchase Amount.

3.4 Wire Transfer Instructions. The Investor shall provide complete and accurate wire transfer instructions to the Company in writing on or prior to the Effective Date. Such wire transfer instructions shall include the name and address of the receiving financial institution, the ABA routing number or SWIFT code, the account number, and the name of the account holder. The Company shall initiate the wire transfer of the Refund Amount from its operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) to the account designated by the Investor. The Company shall not be liable for any delays or errors in the transfer of the Refund Amount to the extent caused by the Investor's failure to provide complete and accurate wire transfer instructions in a timely manner.

3.5 Confirmation. Upon receipt of the Refund Amount, the Investor shall promptly (and in any event within two (2) business days of receipt) confirm receipt in writing (including by electronic mail) to the Company at the notice address set forth in Section 10.6. The Investor's receipt of the Refund Amount in the full amount of One Million Two Hundred Thousand Dollars ($1,200,000) shall satisfy in full the Company's obligations under this Article 3, and the Company shall have no further payment obligations to the Investor under or in connection with the Subject SAFE or this Agreement.

ARTICLE 4 — MUTUAL RELEASE

4.1 Release by the Investor. Effective upon actual receipt by the Investor of the Refund Amount in full, the Investor, on behalf of itself and its general partner (Ridgeline Angel Management LLC), its managing partner (David Choi), and each of its respective successors, assigns, partners (general and limited), members, managers, officers, directors, employees, agents, attorneys, heirs, administrators, executors, and representatives (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of its officers, directors (including without limitation Priya Narasimhan, Elliot Marsh, and Kenji Watanabe), employees, agents, attorneys, stockholders, representatives, successors, and assigns (collectively, the "Company Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, proceedings (whether administrative, arbitral, or judicial), damages (including compensatory, consequential, incidental, special, punitive, and exemplary damages), losses, costs, liabilities, obligations, judgments, liens, penalties, fines, and expenses of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, or any other theory of recovery, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, which the Investor Releasing Parties now have, have ever had, or may hereafter have against the Company Released Parties, arising out of, relating to, based upon, or in connection with (a) the Subject SAFE, (b) the negotiation, drafting, execution, delivery, performance, non-performance, or termination of the Subject SAFE, (c) the transactions contemplated by the Subject SAFE, (d) any representations, warranties, statements, or omissions made by or on behalf of the Company or any Company Released Party in connection with the Subject SAFE, or (e) any event, circumstance, act, or omission occurring on or prior to the Effective Date that relates to or arises from the Subject SAFE (collectively, the "Released Claims").

4.2 Release by the Company. Effective upon the Effective Date, the Company, on behalf of itself and its officers, directors (including Priya Narasimhan, Elliot Marsh, and Kenji Watanabe), employees, agents, attorneys, stockholders, representatives, successors, and assigns (collectively, the "Company Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Investor and its general partner (Ridgeline Angel Management LLC), its managing partner (David Choi), and each of their respective partners (general and limited), members, managers, officers, directors, employees, agents, attorneys, heirs, administrators, executors, representatives, successors, and assigns (collectively, the "Investor Released Parties") from any and all Released Claims.

4.3 Scope of Release. The releases set forth in Sections 4.1 and 4.2 are intended to be as broad and comprehensive as permitted by applicable law and shall be interpreted and applied accordingly. Each Party acknowledges that it may discover claims, causes of action, or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of the releases set forth herein, and each Party agrees that the releases contained in this Article 4 shall nevertheless remain in full force and effect in all respects notwithstanding any such discovery. Each Party further acknowledges and agrees that it has been advised by legal counsel with respect to the releases contained in this Article 4 and the consequences thereof.

4.4 Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights or benefits that it may have under Section 1542 of the California Civil Code (or any analogous, comparable, or equivalent provision of any other federal, state, or foreign statute, regulation, or common-law principle), which provides:

"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 acknowledges that it has been advised of the provisions of Section 1542 and similar statutes and regulations, that it fully understands the significance and consequence of its waiver of such provisions, and that it intends this waiver to be a material and integral part of this Agreement. Each Party assumes the risk that facts may be discovered that are different from or in addition to those facts now known or believed to be true with respect to the Released Claims.

4.5 Exclusion of Pre-Seed SAFE. Notwithstanding anything to the contrary in this Article 4 or elsewhere in this Agreement, the releases set forth in Sections 4.1 and 4.2 do not extend to, and expressly exclude, any claims, rights, obligations, duties, or liabilities arising under, relating to, or in connection with the Pre-Seed SAFE. Neither Party is releasing, waiving, or impairing any right, interest, or obligation arising under or pursuant to the Pre-Seed SAFE, and each Party's rights and obligations under the Pre-Seed SAFE shall continue in full force and effect as though this Agreement had not been executed.

ARTICLE 5 — NO ADMISSION OF LIABILITY

5.1 This Agreement, the negotiations leading to this Agreement, and the Parties' respective performance hereunder shall not constitute, and shall not be construed as, an admission, concession, or evidence of any liability, wrongdoing, fault, responsibility, or breach of duty by either Party (or any of their respective affiliates, officers, directors, partners, members, managers, employees, or agents) with respect to any matter whatsoever, including without limitation any alleged misrepresentation, omission, breach of contract, breach of fiduciary duty, fraud, negligence, or any other claim or cause of action arising out of or related to the Subject SAFE, the Company's business, product pipeline, technology, operations, financial condition, or prospects. Each Party expressly denies any such liability, wrongdoing, or fault. This Agreement is entered into solely for the purpose of resolving and settling the matters described herein and to avoid the cost, burden, and uncertainty of any potential dispute.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as of the Effective Date that:

(a) Authority. Such Party has the full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of the Company, such power and authority includes the authorization of this Agreement and the transactions contemplated hereby by written consent of the Board of Directors dated October 24, 2023. In the case of the Investor, such power and authority includes the authorization of this Agreement and the transactions contemplated hereby by Ridgeline Angel Management LLC, its general partner, acting through its managing partner, David Choi.

(b) Due Authorization. The execution and delivery of this Agreement and the performance of the obligations of such Party hereunder have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Party, and no further approval, consent, or authorization is required.

(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 (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

(d) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) conflict with, violate, or result in a breach of any provision of such Party's certificate of incorporation, bylaws, partnership agreement, operating agreement, or other organizational or governing documents, (ii) conflict with, violate, or result in a breach of, or constitute a default under (with or without notice, lapse of time, or both), any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination, or award to which such Party is a party or by which such Party is bound, or (iii) violate any applicable federal, state, local, or foreign statute, rule, regulation, order, judgment, or decree applicable to such Party.

6.2 Company Representations and Warranties. The Company hereby further represents and warrants to the Investor as of the Effective Date that:

(a) Sufficient Funds. The Company has sufficient funds on hand and available in its accounts, including its operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390), to pay the Refund Amount in full in accordance with Article 3, and no consent or approval of any lender, creditor, or other third party is required in order for the Company to make such payment.

(b) No Assignment of Subject SAFE. The Company has not assigned, pledged, hypothecated, encumbered, granted a security interest in, or otherwise transferred any of its rights, interests, or obligations under the Subject SAFE to any third party, and no third party has any right, title, interest, lien, or claim with respect to the Subject SAFE or the obligations of the Company thereunder.

6.3 Investor Representations and Warranties. The Investor hereby further represents and warrants to the Company as of the Effective Date that:

(a) No Assignment of Subject SAFE. The Investor has not assigned, pledged, hypothecated, encumbered, granted a security interest in, or otherwise transferred any of its rights, interests, or obligations under the Subject SAFE to any third party, and no third party has any right, title, interest, lien, or claim with respect to the Subject SAFE or the rights of the Investor thereunder.

(b) No Other Interest in Released Claims. No person or entity other than the Investor has any interest, right, or claim in, to, or arising out of the Released Claims, and the Investor has the sole and exclusive authority to grant the release set forth in Section 4.1 on behalf of the Investor Releasing Parties.

ARTICLE 7 — COVENANT NOT TO SUE

7.1 Each Party hereby irrevocably covenants and agrees that it shall not, and shall cause each of its affiliates, partners (general and limited), members, managers, officers, directors, employees, agents, representatives, successors, and assigns not to, directly or indirectly, commence, institute, prosecute, maintain, participate in, encourage, facilitate, or cause to be commenced, instituted, or prosecuted any action, suit, arbitration, mediation, proceeding, claim, complaint, or charge of any kind, in any court, tribunal, administrative body, or other forum, against the other Party or any of such other Party's Released Parties (as defined in Sections 4.1 and 4.2, as applicable) with respect to, arising out of, or relating to any Released Claims.

7.2 Notwithstanding the foregoing, the covenant not to sue set forth in Section 7.1 does not extend to, and shall not limit or restrict, (a) any claims, rights, or causes of action arising under or relating to the Pre-Seed SAFE, or (b) any claims for breach of this Agreement, including without limitation any breach of the refund obligations set forth in Article 3, any breach of the representations and warranties set forth in Article 6, or any breach of the confidentiality obligations set forth in Article 8.

ARTICLE 8 — CONFIDENTIALITY

8.1 Confidential Treatment. The terms, conditions, and existence of this Agreement, including the amount of the Refund Amount, the reasons for the termination of the Subject SAFE, and the substance of any discussions or negotiations between the Parties relating to this Agreement, shall be treated as strictly confidential by each Party and shall not be disclosed, published, or otherwise communicated by either Party to any third party, except:

(a) to such Party's legal, financial, tax, and accounting advisors who have a legitimate need to know such information in connection with the performance or enforcement of this Agreement or such Party's tax, accounting, or regulatory compliance obligations (including, in the case of the Company, Calderwood & Harkness LLP and Ashgrove Equity Partners Accounting Group LLP, and, in the case of the Investor, such legal and accounting advisors as the Investor may retain from time to time), provided that such advisors are bound by professional obligations of confidentiality or have agreed to maintain the confidentiality of such information;

(b) as may be required by applicable federal, state, local, or foreign law, rule, or regulation, or by order, subpoena, or other compulsory legal process issued by a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible and reasonably practicable, provide the other Party with prompt written notice of such required disclosure so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy prior to such disclosure; or

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

8.2 The confidentiality obligations set forth in this Article 8 shall survive the termination or expiration of this Agreement and shall remain in full force and effect indefinitely.

ARTICLE 9 — NON-DISPARAGEMENT

9.1 Each Party agrees that it will not, and will use commercially reasonable efforts to instruct and cause its respective officers, directors, partners, members, managers, employees, and agents not to, directly or indirectly, make, publish, or cause to be made or published any disparaging, defamatory, derogatory, or otherwise negative statements, comments, or remarks, whether oral, written, or electronic (including, without limitation, on social media platforms, blogs, message boards, or other online forums), about the other Party, its affiliates, or any of their respective officers, directors, partners, members, managers, employees, agents, or representatives, in connection with the Subject SAFE, this Agreement, or the circumstances, events, or discussions giving rise hereto. Nothing in this Section 9.1 shall prohibit either Party from (a) making truthful statements in response to a lawful subpoena or other compulsory legal process, (b) making truthful statements to governmental agencies or regulatory bodies in connection with any investigation or inquiry, or (c) exercising any rights protected by applicable law that cannot be waived by private agreement.

ARTICLE 10 — MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

10.2 Entire Agreement. This Agreement (including the recitals, which are hereby incorporated by reference and made a part hereof) constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether oral or written, between the Parties or any of their respective representatives relating to the termination of the Subject SAFE, the refund of the Purchase Amount, and the mutual release of claims as set forth herein. For the avoidance of doubt, the Pre-Seed SAFE is not superseded, modified, amended, or otherwise affected by this Agreement and shall remain in full force and effect in accordance with its terms.

10.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any other or subsequent breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party.

10.4 Severability. If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, shall be 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 hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall be enforceable in accordance with their terms. The Parties further agree that, if any provision of this Agreement is found to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

10.5 Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail (including PDF), or other electronic means (including Brightwater Software or similar platforms) shall be deemed original signatures for all purposes of this Agreement and shall be sufficient to bind the Parties.

10.6 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered in person, (b) sent by nationally recognized overnight courier service (with tracking capability), (c) sent by certified or registered mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt), in each case to the applicable Party at the address set forth below (or to such other address as such Party may designate by written notice to the other Party in accordance with this Section 10.6):

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.io

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:

Ridgeline Angel Fund, L.P. 55 Liberty Street, Suite 800 New York, New York 10005

Attention: David Choi, Managing Partner

Email: dchoi@ridgelineangel.com

10.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, administrators, executors, legal representatives, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights, interests, or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of the other Party, and any purported assignment, delegation, or transfer in violation of this Section 10.7 shall be null and void and of no force or effect.

10.8 Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such further and additional documents, instruments, agreements, and certificates, and to take, or cause to be taken, such further and additional actions, as may be reasonably necessary or appropriate to effectuate, carry out, and comply with all of the terms and conditions of this Agreement and to consummate the transactions contemplated hereby.

10.9 Headings. The article and section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

10.10 No Third-Party Beneficiaries. Except as expressly provided in this Agreement (including, without limitation, with respect to the Released Parties identified in Article 4), this Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, 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.

[SIGNATURE PAGE FOLLOWS]

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

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: October 27, 2023

RIDGELINE ANGEL FUND, L.P.

By: Ridgeline Angel Management LLC, its General Partner

By: ________

Name: David Choi

Title: Managing Partner

Date: October 27, 2023

[END OF AGREEMENT]

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 corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105 (the "Company" or "Lumos");
and
Ridgeline Angel Fund, L.P., a limited partnership organized and existing under the laws of the State of Delaware, with its principal office at 55 Liberty Street, Suite 800, New York, New York 10005 (the "Investor" or "Ridgeline").
The Company and the Investor are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Company is a Delaware C-corporation incorporated on January 14, 2022, bearing Employer Identification Number 87-3491026, and is engaged in the business of developing and providing AI-driven financial analytics software solutions to enterprise and institutional customers;
B. On September 22, 2023, the Company and the Investor entered into that certain Post-Money Simple Agreement for Future Equity (the "SAFE"), pursuant to which the Investor agreed to provide, and did provide, a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000) to the Company, subject to a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), with no discount rate (the "Subject SAFE");
C. On or about August 10, 2022, the Company and the Investor previously entered into a separate Simple Agreement for Future Equity in the purchase amount of Five Hundred Thousand Dollars ($500,000), subject to a post-money valuation cap of Eight Million Dollars ($8,000,000) (the "Pre-Seed SAFE"). The Pre-Seed SAFE is not the subject of this Agreement and shall remain in full force and effect in accordance with its terms;
D. Subsequent to the execution of the Subject SAFE, certain developments arose relating to the Company's product pipeline that the Parties have determined, following good-faith discussions, render it advisable to terminate the Subject SAFE in its entirety and for the Company to return the Purchase Amount (as defined below) to the Investor;
E. The Parties desire to terminate the Subject SAFE, provide for the return of the Purchase Amount, exchange mutual releases of claims arising out of or relating to the Subject SAFE, and set forth the terms and conditions of such termination, all as more fully described herein; and
F. The Board of Directors of the Company (the "Board") authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by unanimous written consent dated October 24, 2023, a copy of which has been made available to the Investor.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
1.1 "Agreement" shall mean this Mutual Termination and Release Agreement, together with all recitals, exhibits, schedules, and attachments hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.3.
1.2 "Effective Date" shall mean October 27, 2023, the date first written above.
1.3 "Pre-Seed SAFE" shall mean that certain Simple Agreement for Future Equity, dated on or about August 10, 2022, entered into between the Company and the Investor, with a purchase amount of Five Hundred Thousand Dollars ($500,000) and a post-money valuation cap of Eight Million Dollars ($8,000,000), as the same may have been amended, modified, or supplemented prior to the date hereof.
1.4 "Purchase Amount" shall mean One Million Two Hundred Thousand Dollars ($1,200,000), being the aggregate amount paid by the Investor to the Company pursuant to and as set forth in the Subject SAFE.
1.5 "Refund Amount" shall mean One Million Two Hundred Thousand Dollars ($1,200,000), which is equal to the full Purchase Amount, without interest, premium, penalty, or any other additional amount of any kind.
1.6 "Released Claims" shall have the meaning set forth in Section 4.1 of this Agreement.
1.7 "Subject SAFE" shall mean that certain Post-Money Simple Agreement for Future Equity, dated September 22, 2023, entered into between the Company and the Investor, with a purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000) and a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), with no discount rate.
ARTICLE 2 — TERMINATION OF SUBJECT SAFE
2.1 Termination. Effective as of the Effective Date, the Subject SAFE is hereby terminated in its entirety and shall be of no further force or effect. Upon such termination, neither Party shall have any further rights, obligations, duties, or liabilities of any kind under or arising out of the Subject SAFE, whether accrued, absolute, contingent, or otherwise, except as expressly set forth in this Agreement. The Parties acknowledge and agree that the Subject SAFE shall be deemed null and void ab initio for all purposes, except to the extent that the historical existence of the Subject SAFE is relevant to the interpretation or enforcement of this Agreement.
2.2 Cancellation of Rights. All rights of the Investor to acquire equity securities of the Company pursuant to the Subject SAFE, including without limitation (a) any right to convert the Purchase Amount into shares of the Company's capital stock upon the occurrence of an Equity Financing (as defined in the Subject SAFE), (b) any right to receive cash or equity upon a Liquidity Event or Dissolution Event (each as defined in the Subject SAFE), (c) any most-favored-nation ("MFN") rights, (d) any pro rata rights or rights of first refusal, and (e) any information rights, inspection rights, or other ancillary rights arising solely under the Subject SAFE, are hereby irrevocably cancelled and extinguished in their entirety as of the Effective Date. The Investor shall have no claim to any equity securities, cash, or other consideration under the Subject SAFE, and the Company shall have no obligation to issue any securities or make any payments to the Investor pursuant to or in connection with the Subject SAFE, other than the payment of the Refund Amount as provided in Article 3.
2.3 Pre-Seed SAFE Unaffected. For the avoidance of doubt, the Pre-Seed SAFE dated on or about August 10, 2022, in the purchase amount of Five Hundred Thousand Dollars ($500,000) with a post-money valuation cap of Eight Million Dollars ($8,000,000), is expressly excluded from the scope of this Agreement and shall remain in full force and effect in accordance with its terms. Nothing in this Agreement shall be construed to modify, amend, terminate, impair, waive, or otherwise affect the rights, obligations, or liabilities of either Party under the Pre-Seed SAFE, including without limitation the Investor's right to convert the purchase amount thereunder into equity securities of the Company upon the occurrence of applicable triggering events as set forth in the Pre-Seed SAFE.
ARTICLE 3 — REFUND OF PURCHASE AMOUNT
3.1 Refund Obligation. Subject to and in accordance with the terms and conditions of this Agreement, the Company shall pay to the Investor the Refund Amount of One Million Two Hundred Thousand Dollars ($1,200,000) in immediately available funds by wire transfer to the account designated by the Investor in writing in accordance with Section 3.4. The Parties acknowledge and agree that the payment of the Refund Amount represents the return of the full Purchase Amount previously paid by the Investor to the Company under the Subject SAFE.
3.2 Timing of Refund. The Company shall initiate the wire transfer of the Refund Amount no later than one (1) business day following the Effective Date. For purposes of this Agreement, "business day" shall mean any day other than a Saturday, Sunday, or a day on which banks in San Francisco, California or New York, New York are authorized or required by law or executive order to close.
3.3 No Interest or Penalties. The Refund Amount represents the return of the full Purchase Amount, and no more. No interest, premium, penalty, fee, or additional amount of any kind whatsoever shall be payable by the Company to the Investor in connection with the return of the Purchase Amount, regardless of the period during which the Company held the Purchase Amount, and the Investor hereby waives and relinquishes any claim to interest or other time-value compensation in respect of the Purchase Amount.
3.4 Wire Transfer Instructions. The Investor shall provide complete and accurate wire transfer instructions to the Company in writing on or prior to the Effective Date. Such wire transfer instructions shall include the name and address of the receiving financial institution, the ABA routing number or SWIFT code, the account number, and the name of the account holder. The Company shall initiate the wire transfer of the Refund Amount from its operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390) to the account designated by the Investor. The Company shall not be liable for any delays or errors in the transfer of the Refund Amount to the extent caused by the Investor's failure to provide complete and accurate wire transfer instructions in a timely manner.
3.5 Confirmation. Upon receipt of the Refund Amount, the Investor shall promptly (and in any event within two (2) business days of receipt) confirm receipt in writing (including by electronic mail) to the Company at the notice address set forth in Section 10.6. The Investor's receipt of the Refund Amount in the full amount of One Million Two Hundred Thousand Dollars ($1,200,000) shall satisfy in full the Company's obligations under this Article 3, and the Company shall have no further payment obligations to the Investor under or in connection with the Subject SAFE or this Agreement.
ARTICLE 4 — MUTUAL RELEASE
4.1 Release by the Investor. Effective upon actual receipt by the Investor of the Refund Amount in full, the Investor, on behalf of itself and its general partner (Ridgeline Angel Management LLC), its managing partner (David Choi), and each of its respective successors, assigns, partners (general and limited), members, managers, officers, directors, employees, agents, attorneys, heirs, administrators, executors, and representatives (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and each of its officers, directors (including without limitation Priya Narasimhan, Elliot Marsh, and Kenji Watanabe), employees, agents, attorneys, stockholders, representatives, successors, and assigns (collectively, the "Company Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, proceedings (whether administrative, arbitral, or judicial), damages (including compensatory, consequential, incidental, special, punitive, and exemplary damages), losses, costs, liabilities, obligations, judgments, liens, penalties, fines, and expenses of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, or any other theory of recovery, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, which the Investor Releasing Parties now have, have ever had, or may hereafter have against the Company Released Parties, arising out of, relating to, based upon, or in connection with (a) the Subject SAFE, (b) the negotiation, drafting, execution, delivery, performance, non-performance, or termination of the Subject SAFE, (c) the transactions contemplated by the Subject SAFE, (d) any representations, warranties, statements, or omissions made by or on behalf of the Company or any Company Released Party in connection with the Subject SAFE, or (e) any event, circumstance, act, or omission occurring on or prior to the Effective Date that relates to or arises from the Subject SAFE (collectively, the "Released Claims").
4.2 Release by the Company. Effective upon the Effective Date, the Company, on behalf of itself and its officers, directors (including Priya Narasimhan, Elliot Marsh, and Kenji Watanabe), employees, agents, attorneys, stockholders, representatives, successors, and assigns (collectively, the "Company Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Investor and its general partner (Ridgeline Angel Management LLC), its managing partner (David Choi), and each of their respective partners (general and limited), members, managers, officers, directors, employees, agents, attorneys, heirs, administrators, executors, representatives, successors, and assigns (collectively, the "Investor Released Parties") from any and all Released Claims.
4.3 Scope of Release. The releases set forth in Sections 4.1 and 4.2 are intended to be as broad and comprehensive as permitted by applicable law and shall be interpreted and applied accordingly. Each Party acknowledges that it may discover claims, causes of action, or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of the releases set forth herein, and each Party agrees that the releases contained in this Article 4 shall nevertheless remain in full force and effect in all respects notwithstanding any such discovery. Each Party further acknowledges and agrees that it has been advised by legal counsel with respect to the releases contained in this Article 4 and the consequences thereof.
4.4 Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights or benefits that it may have under Section 1542 of the California Civil Code (or any analogous, comparable, or equivalent provision of any other federal, state, or foreign statute, regulation, or common-law principle), which provides:
"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 acknowledges that it has been advised of the provisions of Section 1542 and similar statutes and regulations, that it fully understands the significance and consequence of its waiver of such provisions, and that it intends this waiver to be a material and integral part of this Agreement. Each Party assumes the risk that facts may be discovered that are different from or in addition to those facts now known or believed to be true with respect to the Released Claims.
4.5 Exclusion of Pre-Seed SAFE. Notwithstanding anything to the contrary in this Article 4 or elsewhere in this Agreement, the releases set forth in Sections 4.1 and 4.2 do not extend to, and expressly exclude, any claims, rights, obligations, duties, or liabilities arising under, relating to, or in connection with the Pre-Seed SAFE. Neither Party is releasing, waiving, or impairing any right, interest, or obligation arising under or pursuant to the Pre-Seed SAFE, and each Party's rights and obligations under the Pre-Seed SAFE shall continue in full force and effect as though this Agreement had not been executed.
ARTICLE 5 — NO ADMISSION OF LIABILITY
5.1 This Agreement, the negotiations leading to this Agreement, and the Parties' respective performance hereunder shall not constitute, and shall not be construed as, an admission, concession, or evidence of any liability, wrongdoing, fault, responsibility, or breach of duty by either Party (or any of their respective affiliates, officers, directors, partners, members, managers, employees, or agents) with respect to any matter whatsoever, including without limitation any alleged misrepresentation, omission, breach of contract, breach of fiduciary duty, fraud, negligence, or any other claim or cause of action arising out of or related to the Subject SAFE, the Company's business, product pipeline, technology, operations, financial condition, or prospects. Each Party expressly denies any such liability, wrongdoing, or fault. This Agreement is entered into solely for the purpose of resolving and settling the matters described herein and to avoid the cost, burden, and uncertainty of any potential dispute.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES
6.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as of the Effective Date that:
(a) Authority. Such Party has the full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of the Company, such power and authority includes the authorization of this Agreement and the transactions contemplated hereby by written consent of the Board of Directors dated October 24, 2023. In the case of the Investor, such power and authority includes the authorization of this Agreement and the transactions contemplated hereby by Ridgeline Angel Management LLC, its general partner, acting through its managing partner, David Choi.
(b) Due Authorization. The execution and delivery of this Agreement and the performance of the obligations of such Party hereunder have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of such Party, and no further approval, consent, or authorization is required.
(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 (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.
(d) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) conflict with, violate, or result in a breach of any provision of such Party's certificate of incorporation, bylaws, partnership agreement, operating agreement, or other organizational or governing documents, (ii) conflict with, violate, or result in a breach of, or constitute a default under (with or without notice, lapse of time, or both), any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination, or award to which such Party is a party or by which such Party is bound, or (iii) violate any applicable federal, state, local, or foreign statute, rule, regulation, order, judgment, or decree applicable to such Party.
6.2 Company Representations and Warranties. The Company hereby further represents and warrants to the Investor as of the Effective Date that:
(a) Sufficient Funds. The Company has sufficient funds on hand and available in its accounts, including its operating account at Silicon Valley Commerce Bank (Account No. 8801-4427-3390), to pay the Refund Amount in full in accordance with Article 3, and no consent or approval of any lender, creditor, or other third party is required in order for the Company to make such payment.
(b) No Assignment of Subject SAFE. The Company has not assigned, pledged, hypothecated, encumbered, granted a security interest in, or otherwise transferred any of its rights, interests, or obligations under the Subject SAFE to any third party, and no third party has any right, title, interest, lien, or claim with respect to the Subject SAFE or the obligations of the Company thereunder.
6.3 Investor Representations and Warranties. The Investor hereby further represents and warrants to the Company as of the Effective Date that:
(a) No Assignment of Subject SAFE. The Investor has not assigned, pledged, hypothecated, encumbered, granted a security interest in, or otherwise transferred any of its rights, interests, or obligations under the Subject SAFE to any third party, and no third party has any right, title, interest, lien, or claim with respect to the Subject SAFE or the rights of the Investor thereunder.
(b) No Other Interest in Released Claims. No person or entity other than the Investor has any interest, right, or claim in, to, or arising out of the Released Claims, and the Investor has the sole and exclusive authority to grant the release set forth in Section 4.1 on behalf of the Investor Releasing Parties.
ARTICLE 7 — COVENANT NOT TO SUE
7.1 Each Party hereby irrevocably covenants and agrees that it shall not, and shall cause each of its affiliates, partners (general and limited), members, managers, officers, directors, employees, agents, representatives, successors, and assigns not to, directly or indirectly, commence, institute, prosecute, maintain, participate in, encourage, facilitate, or cause to be commenced, instituted, or prosecuted any action, suit, arbitration, mediation, proceeding, claim, complaint, or charge of any kind, in any court, tribunal, administrative body, or other forum, against the other Party or any of such other Party's Released Parties (as defined in Sections 4.1 and 4.2, as applicable) with respect to, arising out of, or relating to any Released Claims.
7.2 Notwithstanding the foregoing, the covenant not to sue set forth in Section 7.1 does not extend to, and shall not limit or restrict, (a) any claims, rights, or causes of action arising under or relating to the Pre-Seed SAFE, or (b) any claims for breach of this Agreement, including without limitation any breach of the refund obligations set forth in Article 3, any breach of the representations and warranties set forth in Article 6, or any breach of the confidentiality obligations set forth in Article 8.
ARTICLE 8 — CONFIDENTIALITY
8.1 Confidential Treatment. The terms, conditions, and existence of this Agreement, including the amount of the Refund Amount, the reasons for the termination of the Subject SAFE, and the substance of any discussions or negotiations between the Parties relating to this Agreement, shall be treated as strictly confidential by each Party and shall not be disclosed, published, or otherwise communicated by either Party to any third party, except:
(a) to such Party's legal, financial, tax, and accounting advisors who have a legitimate need to know such information in connection with the performance or enforcement of this Agreement or such Party's tax, accounting, or regulatory compliance obligations (including, in the case of the Company, Calderwood & Harkness LLP and Ashgrove Equity Partners Accounting Group LLP, and, in the case of the Investor, such legal and accounting advisors as the Investor may retain from time to time), provided that such advisors are bound by professional obligations of confidentiality or have agreed to maintain the confidentiality of such information;
(b) as may be required by applicable federal, state, local, or foreign law, rule, or regulation, or by order, subpoena, or other compulsory legal process issued by a court or governmental authority of competent jurisdiction, provided that the disclosing Party shall, to the extent legally permissible and reasonably practicable, provide the other Party with prompt written notice of such required disclosure so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy prior to such disclosure; or
(c) with the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion.
8.2 The confidentiality obligations set forth in this Article 8 shall survive the termination or expiration of this Agreement and shall remain in full force and effect indefinitely.
ARTICLE 9 — NON-DISPARAGEMENT
9.1 Each Party agrees that it will not, and will use commercially reasonable efforts to instruct and cause its respective officers, directors, partners, members, managers, employees, and agents not to, directly or indirectly, make, publish, or cause to be made or published any disparaging, defamatory, derogatory, or otherwise negative statements, comments, or remarks, whether oral, written, or electronic (including, without limitation, on social media platforms, blogs, message boards, or other online forums), about the other Party, its affiliates, or any of their respective officers, directors, partners, members, managers, employees, agents, or representatives, in connection with the Subject SAFE, this Agreement, or the circumstances, events, or discussions giving rise hereto. Nothing in this Section 9.1 shall prohibit either Party from (a) making truthful statements in response to a lawful subpoena or other compulsory legal process, (b) making truthful statements to governmental agencies or regulatory bodies in connection with any investigation or inquiry, or (c) exercising any rights protected by applicable law that cannot be waived by private agreement.
ARTICLE 10 — MISCELLANEOUS
10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
10.2 Entire Agreement. This Agreement (including the recitals, which are hereby incorporated by reference and made a part hereof) constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and communications, whether oral or written, between the Parties or any of their respective representatives relating to the termination of the Subject SAFE, the refund of the Purchase Amount, and the mutual release of claims as set forth herein. For the avoidance of doubt, the Pre-Seed SAFE is not superseded, modified, amended, or otherwise affected by this Agreement and shall remain in full force and effect in accordance with its terms.
10.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any other or subsequent breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party.
10.4 Severability. If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, shall be 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 hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall be enforceable in accordance with their terms. The Parties further agree that, if any provision of this Agreement is found to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
10.5 Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail (including PDF), or other electronic means (including Brightwater Software or similar platforms) shall be deemed original signatures for all purposes of this Agreement and shall be sufficient to bind the Parties.
10.6 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered in person, (b) sent by nationally recognized overnight courier service (with tracking capability), (c) sent by certified or registered mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt), in each case to the applicable Party at the address set forth below (or to such other address as such Party may designate by written notice to the other Party in accordance with this Section 10.6):
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.io
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:
Ridgeline Angel Fund, L.P. 55 Liberty Street, Suite 800 New York, New York 10005
Attention: David Choi, Managing Partner
Email: dchoi@ridgelineangel.com
10.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, administrators, executors, legal representatives, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights, interests, or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of the other Party, and any purported assignment, delegation, or transfer in violation of this Section 10.7 shall be null and void and of no force or effect.
10.8 Further Assurances. Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such further and additional documents, instruments, agreements, and certificates, and to take, or cause to be taken, such further and additional actions, as may be reasonably necessary or appropriate to effectuate, carry out, and comply with all of the terms and conditions of this Agreement and to consummate the transactions contemplated hereby.
10.9 Headings. The article and section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.
10.10 No Third-Party Beneficiaries. Except as expressly provided in this Agreement (including, without limitation, with respect to the Released Parties identified in Article 4), this Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns, 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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Mutual Termination and Release Agreement to be duly executed and delivered as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: October 27, 2023
RIDGELINE ANGEL FUND, L.P.
By: Ridgeline Angel Management LLC, its General Partner
By: ________
Name: David Choi
Title: Managing Partner
Date: October 27, 2023
[END OF AGREEMENT]

MUTUAL TERMINATION AND RELEASE AGREEMENT

RECITALS

WHEREAS:

LUMOS ANALYTICS INC.

RIDGELINE ANGEL FUND, L.P.

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Dates

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