1008-00003 · Client 1008 · Termination Documents

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MUTUAL TERMINATION AND RELEASE AGREEMENT

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

VANTAGE PEAK VENTURES FUND II, L.P., a Delaware limited partnership, acting by and through its general partner, Vantage Peak Capital Management LLC, a Delaware limited liability company, with its principal office at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025 (the "Investor" or "Vantage Peak").

The Company and the Investor are sometimes 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, and is engaged in the development and commercialization of an AI-driven financial analytics platform known as "Lumos Prism," which leverages proprietary machine learning models to deliver predictive financial insights to enterprise customers;

B. On September 12, 2023, the Company and the Investor entered into a Simple Agreement for Future Equity (the "SAFE"), pursuant to which the Investor paid a purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to the Company (the "Purchase Amount"), on the terms and conditions set forth therein, including a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate;

C. Concurrently with the execution of the SAFE, the Company and the Investor entered into a Pro Rata Rights Side Letter dated September 12, 2023 (the "Side Letter"), granting the Investor certain pro rata participation rights in future equity financings of the Company (the SAFE and the Side Letter are referred to herein collectively as the "Transaction Documents");

D. Subsequent to the execution of the Transaction Documents, certain developments have occurred relating to the Company's product pipeline, technology roadmap, and competitive positioning that the Parties have discussed in good faith and that have given rise to concerns regarding the continued viability of the investment contemplated by the Transaction Documents;

E. The Investor, by letter dated October 18, 2023 from its counsel, Whitfield Harte & Associates LLP, formally requested the return of the Purchase Amount and the termination of the Transaction Documents in their entirety;

F. The Board of Directors of the Company, by unanimous written consent dated October 24, 2023, duly authorized the Company to negotiate and execute this Agreement and to refund the Purchase Amount to the Investor in full, subject to the terms and conditions set forth herein; and

G. The Parties now desire to terminate the Transaction Documents, provide for the refund of the Purchase Amount, and exchange mutual general releases, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained 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:

1.1 "Agreement" means this Mutual Termination and Release Agreement, dated as of October 27, 2023, by and between the Company and the Investor, including all recitals and exhibits hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 9.4 hereof.

1.2 "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000), representing the total amount paid by the Investor to the Company under the SAFE on or about September 12, 2023.

1.3 "SAFE" means that certain Simple Agreement for Future Equity, dated as of September 12, 2023, by and between the Company and the Investor, pursuant to which the Investor paid the Purchase Amount to the Company in exchange for the right to receive certain equity securities of the Company upon the occurrence of specified triggering events set forth therein.

1.4 "Side Letter" means that certain Pro Rata Rights Side Letter, dated as of September 12, 2023, by and between the Company and the Investor, granting the Investor certain pro rata participation rights in connection with future equity financings of the Company, as more fully described therein.

1.5 "Transaction Documents" means, collectively, the SAFE and the Side Letter, and any and all schedules, exhibits, annexes, and ancillary documents delivered in connection therewith.

1.6 "Effective Date" means October 27, 2023, the date first written above.

1.7 "Refund Deadline" means one (1) business day following the Effective Date, which the Parties agree shall be October 30, 2023. For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or day on which banking institutions in the State of California are authorized or required by law to be closed.

1.8 "Released Claims" has the meaning ascribed to such term in Section 3.1 of this Agreement.

1.9 "Company Bank" means Silicon Valley Commerce Bank, the financial institution at which the Company maintains its primary operating account for purposes of the wire transfer contemplated by Section 2.3 hereof.

ARTICLE 2 — TERMINATION AND REFUND

2.1 Termination of Transaction Documents. Effective as of the Effective Date, the SAFE and the Side Letter are hereby terminated in their entirety and shall be of no further force or effect. All rights, obligations, duties, covenants, and liabilities of the Parties arising under or in connection with the Transaction Documents, whether accrued, contingent, or otherwise, are hereby extinguished, released, and discharged in full, except as expressly set forth in this Agreement. The Parties acknowledge and agree that, upon the effectiveness of this termination, the Transaction Documents shall be deemed null and void and shall have no continuing legal effect for any purpose whatsoever. Each Party shall, promptly following the Effective Date, mark its respective copies of the Transaction Documents as "TERMINATED" and, upon the request of the other Party, shall return or destroy any copies of such documents in its possession (excluding copies retained by legal counsel in accordance with customary document retention policies).

2.2 Cancellation of Investor Rights. Upon the effectiveness of this Agreement, the Investor shall have no right whatsoever arising under or in connection with the Transaction Documents, including without limitation: (a) no right to convert the SAFE into equity securities of the Company, whether preferred stock, common stock, or any other class or series of securities, upon the occurrence of any equity financing, liquidity event, dissolution event, or any other triggering event described in the SAFE; (b) no pro rata participation rights or preemptive rights under the Side Letter with respect to any future equity financing of the Company; (c) no information rights, inspection rights, or reporting rights of any kind with respect to the business, affairs, financial condition, or operations of the Company; (d) no most favored nation ("MFN") rights with respect to subsequent SAFEs or convertible instruments issued by the Company; and (e) no other rights, privileges, preferences, or entitlements of any nature under the Transaction Documents. The Investor hereby acknowledges and confirms that it has no equity interest, ownership stake, or other proprietary interest in the Company, and that the Investor is not and has never been a stockholder, member, or equity holder of the Company.

2.3 Refund of Purchase Amount. The Company shall refund to the Investor the full Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) via wire transfer of immediately available funds in United States dollars to the bank account designated by the Investor in writing pursuant to Section 2.4, no later than the Refund Deadline (i.e., within one (1) business day of the Effective Date). The refund shall be made without interest, premium, penalty, set-off, counterclaim, or deduction of any kind. The Parties acknowledge and agree that the refund of the Purchase Amount represents the full and complete consideration owed by the Company to the Investor in connection with the termination of the Transaction Documents and the releases granted hereunder, and that the Investor shall not be entitled to any additional payment, return, or compensation from the Company in respect of the Transaction Documents or the investment contemplated thereby.

2.4 Wire Transfer Instructions. The Investor shall provide the Company with complete and accurate wire transfer instructions, including the name of the receiving bank, ABA routing number, account number, account name, and any applicable reference or memo information, on or prior to the Effective Date. The Company shall instruct its bank, Silicon Valley Commerce Bank, to initiate the wire transfer from the Company's operating account (Account No. 8801-4427-3390) in accordance with such instructions. The Company shall not be liable for any delays in the receipt of the refunded Purchase Amount to the extent such delays are caused by the failure of the Investor to provide timely and accurate wire transfer instructions, or by circumstances beyond the Company's reasonable control, including processing delays by the Company Bank or the Investor's receiving bank.

2.5 Confirmation of Receipt. The Investor shall confirm receipt of the refunded Purchase Amount in writing (including by electronic mail) to Priya Narasimhan, CEO of the Company, at priya@lumosanalytics.com, promptly upon receipt thereof, and in any event within two (2) business days following actual receipt of the wire transfer. Such confirmation shall include the date on which the funds were received and the amount received.

2.6 No Additional Payments. Other than the refund of the Purchase Amount as set forth in Section 2.3, neither Party shall owe any other payment, fee, expense reimbursement, penalty, break-up fee, transaction fee, management fee, or other amount to the other Party in connection with the Transaction Documents, this Agreement, or the transactions contemplated hereby or thereby. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement, as further set forth in Section 9.12.

ARTICLE 3 — MUTUAL RELEASES

3.1 Definition of Released Claims. As used in this Agreement, "Released Claims" means any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, damages (including compensatory, consequential, incidental, special, exemplary, and punitive damages), losses, costs, liabilities, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, liens, judgments, orders, and expenses (including reasonable attorneys' fees, costs of investigation, and costs of litigation), of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, direct or derivative, that a Party or any of its affiliates ever had, now has, or hereafter may have, arising out of, relating to, or in any way connected with:

(a) the Transaction Documents, including the SAFE and the Side Letter, and all terms, conditions, covenants, representations, warranties, and obligations contained therein;

(b) the negotiation, drafting, execution, delivery, performance, non-performance, breach, or termination of the Transaction Documents, including any disputes regarding the interpretation of any provision thereof;

(c) any representations, warranties, statements, promises, projections, forecasts, or omissions made by either Party or any of their respective officers, directors, employees, agents, advisors, or representatives in connection with the Transaction Documents or the investment contemplated thereby, including without limitation any investor pitch materials, pitch decks, slide presentations, financial models, product demonstrations, verbal communications, electronic correspondence, or other communications relating to the Company's products, technology, intellectual property, business prospects, market opportunity, revenue projections, or competitive landscape; and

(d) any events, acts, omissions, circumstances, transactions, or occurrences occurring on or before the Effective Date that relate to or arise out of the subject matter of the Transaction Documents or the investment relationship between the Parties contemplated thereby.

3.2 Release by the Investor. Effective as of the Effective Date and subject to the Company's timely refund of the Purchase Amount in accordance with Section 2.3, the Investor, on behalf of itself, its general partner (Vantage Peak Capital Management LLC), its limited partners, members, managers, officers, directors, employees, agents, representatives, advisors, successors, assigns, and affiliates (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges the Company and each of its officers (including, without limitation, Priya Narasimhan, Elliot Marsh, and Danielle Okoye), directors (including, without limitation, Kenji Watanabe), employees, agents, representatives, advisors, stockholders, successors, assigns, and affiliates (collectively, the "Company Released Persons") from any and all Released Claims. The Investor acknowledges that this release is a material inducement for the Company to enter into this Agreement and to refund the Purchase Amount.

3.3 Release by the Company. Effective as of the Effective Date, the Company, on behalf of itself, its officers, directors, employees, agents, representatives, advisors, stockholders, successors, assigns, and affiliates (collectively, the "Company Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges the Investor, its general partner (Vantage Peak Capital Management LLC), its limited partners, members, managers, officers (including, without limitation, Catherine Aldridge, Raymond Petrov, and Samantha Reyes), directors, employees, agents, representatives, advisors, successors, assigns, and affiliates (collectively, the "Investor Released Persons") from any and all Released Claims. The Company acknowledges that this release is a material inducement for the Investor to enter into this Agreement and to accept the refund of the Purchase Amount in full satisfaction of the Investor's rights under the Transaction Documents.

3.4 Unknown Claims Waiver. Each Party expressly acknowledges and agrees that the releases set forth in Sections 3.2 and 3.3 extend to claims, demands, and causes of action that such Party does not know or suspect to exist in its favor at the time of executing this Agreement, and which, if known by such Party, might have materially affected its decision to enter into this Agreement. Each Party hereby expressly waives, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by Section 1542 of the California Civil Code (or any analogous, comparable, or equivalent provision of the laws of any other state or jurisdiction), 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 understands and acknowledges the significance of this waiver of Section 1542 of the California Civil Code and of any other applicable similar provision. Each Party has been advised by its legal counsel with respect to the import of this waiver and, having such advice, each Party voluntarily and knowingly waives any rights it may have under Section 1542 or any similar provision.

3.5 Scope of Releases. The releases set forth in this Article 3 are intended to be broadly construed to the maximum extent permitted by applicable law and shall encompass, without limitation, any potential claims, demands, or causes of action for fraud, fraudulent inducement, fraudulent concealment, negligent misrepresentation, intentional misrepresentation, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, quantum meruit, promissory estoppel, quasi-contract, tortious interference, conversion, negligence, gross negligence, breach of fiduciary duty, violation of any applicable state or federal securities law (to the extent waivable), and any other legal or equitable theory, whether arising under the laws of the State of Delaware, the State of California, or the laws of any other jurisdiction. The Parties intend that the releases contained herein shall be effective as a full and final accord and satisfaction of all Released Claims.

ARTICLE 4 — COVENANT NOT TO SUE

4.1 Mutual Covenant. Each Party hereby covenants and agrees that it shall not, and shall cause its respective affiliates, partners, members, officers, directors, employees, agents, representatives, advisors, successors, and assigns not to, directly or indirectly, commence, institute, maintain, prosecute, participate in, or voluntarily assist in any action, suit, proceeding, arbitration, mediation, investigation, or claim (whether civil, criminal, administrative, regulatory, or otherwise) before any court, tribunal, arbitral body, administrative agency, or other governmental authority, against the other Party or any of its Released Persons with respect to any Released Claim. This covenant not to sue is a material consideration for and an integral part of this Agreement and the releases set forth in Article 3.

4.2 Remedy for Breach. If either Party breaches this covenant not to sue by commencing, instituting, or maintaining any action, suit, proceeding, or claim against the other Party or any of its Released Persons with respect to any Released Claim, the breaching Party shall (a) promptly dismiss such action, suit, proceeding, or claim with prejudice and at its own expense; and (b) indemnify, defend, and hold harmless the non-breaching Party and its Released Persons from and against all costs, expenses, liabilities, losses, and damages (including reasonable attorneys' fees, expert fees, and costs of litigation) incurred in connection with defending against such action, suit, proceeding, or claim. The remedies set forth in this Section 4.2 shall be in addition to, and not in lieu of, any other remedies available to the non-breaching Party at law or in equity, including the right to seek injunctive or other equitable relief.

ARTICLE 5 — NO ADMISSION OF LIABILITY

5.1 This Agreement and the performance of the obligations hereunder, including the refund of the Purchase Amount and the exchange of mutual releases, shall not be construed as, and do not constitute, an admission of liability, wrongdoing, fault, culpability, or responsibility by either Party with respect to any matter whatsoever, including without limitation any matter arising out of or relating to the Transaction Documents, the negotiation or execution thereof, the investment contemplated thereby, or the circumstances giving rise to this Agreement. Neither Party has conceded the merit or lack of merit of any claim, defense, or position. The Parties enter into this Agreement solely for the purpose of achieving a prompt and amicable resolution of their differences, preserving their respective business relationships and reputations, and avoiding the expense, burden, distraction, and uncertainty of potential disputes and litigation. This Agreement and the fact of its existence shall not be admissible in any proceeding as evidence of liability, wrongdoing, or fault by either Party, except in a proceeding to enforce the terms of this Agreement.

ARTICLE 6 — NON-DISPARAGEMENT

6.1 Mutual Non-Disparagement. Each Party agrees that it shall not, and shall instruct and use commercially reasonable efforts to cause its officers, directors, partners, members, managers, employees, agents, and representatives not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any statement, communication, or remark, whether written, oral, electronic, or otherwise, that disparages, defames, libels, slanders, or casts in a negative light the other Party, its affiliates, or any of its or their respective officers, directors, partners, members, managers, employees, agents, or representatives, in connection with the Transaction Documents, this Agreement, or the circumstances giving rise thereto. Without limiting the generality of the foregoing, neither Party shall characterize the termination of the Transaction Documents or the investment relationship between the Parties in a manner that could reasonably be understood to impugn the integrity, competence, business judgment, or good faith of the other Party or any of its principals.

6.2 Permitted Disclosures. Notwithstanding anything to the contrary in Section 6.1, nothing in this Article 6 shall restrict or prohibit either Party from:

(a) making truthful statements as required by applicable law, regulation, court order, subpoena, or other compulsory legal process, provided that the disclosing Party shall, to the extent legally permissible, provide reasonable advance notice to the other Party of any such compelled disclosure;

(b) making truthful statements in response to inquiries by governmental or regulatory authorities having jurisdiction over such Party or its business;

(c) communicating with its own legal counsel, accountants, tax advisors, and financial advisors on a confidential basis for the purpose of obtaining professional advice; or

(d) providing truthful testimony in any judicial, arbitral, or administrative proceeding in which such Party is compelled to testify.

ARTICLE 7 — CONFIDENTIALITY

7.1 Confidential Treatment. The terms and conditions of this Agreement, the amount of the Purchase Amount refund, and the circumstances leading to the negotiation and execution of this Agreement (including, without limitation, the developments described in Recital D and the Investor's request described in Recital E) shall be treated as strictly confidential by each Party and shall not be disclosed, revealed, published, or disseminated by either Party to any third party, except:

(a) as required by applicable law, regulation, court order, subpoena, or other compulsory legal process (provided that the disclosing Party shall, to the extent legally permissible and practicable, provide reasonable advance written notice to the other Party of any such required disclosure and cooperate in seeking a protective order or other appropriate remedy to limit the scope of such disclosure);

(b) as necessary to enforce the terms and conditions of this Agreement in any legal proceeding;

(c) in connection with disclosures to each Party's respective legal counsel, including Calderwood & Harkness LLP for the Company and Whitfield Harte & Associates LLP for the Investor;

(d) in connection with disclosures to each Party's respective accountants (including Ashgrove Equity Partners Accounting Group LLP for the Company), tax advisors, and financial advisors, in each case on a need-to-know basis and subject to such advisors' customary professional obligations of confidentiality; and

(e) in connection with disclosures by the Company to its Board of Directors and officers on a need-to-know basis, and disclosures by the Investor to its general partner, limited partners, and investment committee members on a need-to-know basis, in each case subject to customary confidentiality obligations.

7.2 Public Statements. Neither Party shall issue any press release, public statement, or public filing (including any posting on a website or social media platform) referencing the existence or terms of this Agreement or the termination of the Transaction Documents without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor, as of the Effective Date, as follows:

(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authorization. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all requisite corporate action on the part of the Company, including the unanimous written consent of its Board of Directors dated October 24, 2023. No other corporate proceedings or approvals on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(c) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) No Assignment. The Company has not assigned, transferred, conveyed, pledged, or otherwise encumbered any of its rights, interests, or obligations under the Transaction Documents to any third party.

(e) Sufficient Funds. The Company has sufficient funds available in its operating account at the Company Bank to satisfy its obligation to refund the Purchase Amount in accordance with Section 2.3.

8.2 Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company, as of the Effective Date, as follows:

(a) Organization and Good Standing. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Investor's general partner, Vantage Peak Capital Management LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Authorization. The execution, delivery, and performance of this Agreement by the Investor have been duly authorized by all requisite partnership action on the part of the Investor, including authorization by its general partner, Vantage Peak Capital Management LLC. No other partnership, limited liability company, or other organizational proceedings or approvals on the part of the Investor or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(c) Enforceability. This Agreement has been duly executed and delivered by the Investor (acting by and through its general partner) and constitutes a legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(d) No Assignment. The Investor has not assigned, transferred, conveyed, pledged, or otherwise encumbered any of its rights, interests, or obligations under the Transaction Documents to any third party, and no third party has any interest in or claim to the Purchase Amount or any rights under the Transaction Documents.

ARTICLE 9 — MISCELLANEOUS PROVISIONS

9.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of Delaware, without giving effect to any choice of law or conflicts-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.

9.2 Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court or federal court located in the State of Delaware, including the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, any claim that it is not subject to the jurisdiction of any such court, that any such action, suit, or proceeding has been brought in an inconvenient forum, or that the venue of any such action, suit, or proceeding is improper. Each Party agrees that service of process may be made by certified mail, return receipt requested, to the address set forth in Section 9.8.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, understandings, offers, communications, and agreements, whether written or oral, between the Parties relating to the subject matter hereof. For the avoidance of doubt, the Transaction Documents are terminated and superseded in their entirety by this Agreement, and no provision of the Transaction Documents shall survive the execution and delivery of this Agreement unless expressly provided herein.

9.4 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Parties hereto. No oral agreement, course of dealing, or course of performance shall be deemed to amend, modify, or supplement this Agreement.

9.5 Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

9.6 Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the remaining provisions of this Agreement, or the application of such provision to persons or circumstances other than those as to which it has been held invalid, illegal, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Upon any such determination that a provision is invalid, illegal, void, 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 an acceptable manner, to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

9.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of executed counterparts transmitted by facsimile transmission, portable document format (.pdf), or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be deemed valid execution and delivery for all purposes and shall be legally effective to create a valid and binding agreement among the Parties.

9.8 Notices. All notices, requests, consents, demands, 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) upon confirmation of receipt when transmitted by electronic mail (provided that a copy is also sent by one of the other methods described herein), (c) one (1) business day after deposit with a nationally recognized overnight courier service, or (d) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice given in accordance with this Section 9.8):

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:

Vantage Peak Ventures Fund II, L.P. c/o Vantage Peak Capital Management LLC 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025

Attention: Samantha Reyes, Principal

Email: sreyes@vantagepeak.com

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

Whitfield Harte & Associates LLP 3000 El Camino Real, Suite 500 Palo Alto, California 94306

Attention: Jonathan Whitfield

Email: jwhitfield@whitfieldharte.com

9.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment, delegation, or transfer in violation of this Section 9.9 shall be null and void and of no force or effect.

9.10 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such further documents, instruments, agreements, and certificates, and to take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to consummate the transactions contemplated hereby.

9.11 No Third-Party Beneficiaries. Except as expressly set forth herein with respect to the Company Released Persons identified in Section 3.2 and the Investor Released Persons identified in Section 3.3, each of whom is an intended third-party beneficiary of the releases and covenant not to sue set forth in Articles 3 and 4, respectively, this Agreement is not intended to, and shall not, confer upon any person other than the Parties hereto any rights, interests, or remedies hereunder, whether as a third-party beneficiary or otherwise.

9.12 Attorneys' Fees. Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the negotiation, preparation, review, execution, delivery, and performance of this Agreement, including the fees and expenses of its respective legal counsel, accountants, and financial advisors. Notwithstanding the foregoing, in the event of any action, suit, or proceeding brought by a Party to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief to which it may be entitled.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Mutual Termination and Release Agreement 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

VANTAGE PEAK VENTURES FUND II, L.P.

By: Vantage Peak Capital Management LLC,

its General Partner

By: ________

Name: Samantha Reyes

Title: Principal

Date: October 27, 2023

MUTUAL TERMINATION AND RELEASE AGREEMENT
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
VANTAGE PEAK VENTURES FUND II, L.P., a Delaware limited partnership, acting by and through its general partner, Vantage Peak Capital Management LLC, a Delaware limited liability company, with its principal office at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025 (the "Investor" or "Vantage Peak").
The Company and the Investor are sometimes 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, and is engaged in the development and commercialization of an AI-driven financial analytics platform known as "Lumos Prism," which leverages proprietary machine learning models to deliver predictive financial insights to enterprise customers;
B. On September 12, 2023, the Company and the Investor entered into a Simple Agreement for Future Equity (the "SAFE"), pursuant to which the Investor paid a purchase amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to the Company (the "Purchase Amount"), on the terms and conditions set forth therein, including a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000) and no discount rate;
C. Concurrently with the execution of the SAFE, the Company and the Investor entered into a Pro Rata Rights Side Letter dated September 12, 2023 (the "Side Letter"), granting the Investor certain pro rata participation rights in future equity financings of the Company (the SAFE and the Side Letter are referred to herein collectively as the "Transaction Documents");
D. Subsequent to the execution of the Transaction Documents, certain developments have occurred relating to the Company's product pipeline, technology roadmap, and competitive positioning that the Parties have discussed in good faith and that have given rise to concerns regarding the continued viability of the investment contemplated by the Transaction Documents;
E. The Investor, by letter dated October 18, 2023 from its counsel, Whitfield Harte & Associates LLP, formally requested the return of the Purchase Amount and the termination of the Transaction Documents in their entirety;
F. The Board of Directors of the Company, by unanimous written consent dated October 24, 2023, duly authorized the Company to negotiate and execute this Agreement and to refund the Purchase Amount to the Investor in full, subject to the terms and conditions set forth herein; and
G. The Parties now desire to terminate the Transaction Documents, provide for the refund of the Purchase Amount, and exchange mutual general releases, all on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained 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:
1.1 "Agreement" means this Mutual Termination and Release Agreement, dated as of October 27, 2023, by and between the Company and the Investor, including all recitals and exhibits hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 9.4 hereof.
1.2 "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000), representing the total amount paid by the Investor to the Company under the SAFE on or about September 12, 2023.
1.3 "SAFE" means that certain Simple Agreement for Future Equity, dated as of September 12, 2023, by and between the Company and the Investor, pursuant to which the Investor paid the Purchase Amount to the Company in exchange for the right to receive certain equity securities of the Company upon the occurrence of specified triggering events set forth therein.
1.4 "Side Letter" means that certain Pro Rata Rights Side Letter, dated as of September 12, 2023, by and between the Company and the Investor, granting the Investor certain pro rata participation rights in connection with future equity financings of the Company, as more fully described therein.
1.5 "Transaction Documents" means, collectively, the SAFE and the Side Letter, and any and all schedules, exhibits, annexes, and ancillary documents delivered in connection therewith.
1.6 "Effective Date" means October 27, 2023, the date first written above.
1.7 "Refund Deadline" means one (1) business day following the Effective Date, which the Parties agree shall be October 30, 2023. For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or day on which banking institutions in the State of California are authorized or required by law to be closed.
1.8 "Released Claims" has the meaning ascribed to such term in Section 3.1 of this Agreement.
1.9 "Company Bank" means Silicon Valley Commerce Bank, the financial institution at which the Company maintains its primary operating account for purposes of the wire transfer contemplated by Section 2.3 hereof.
ARTICLE 2 — TERMINATION AND REFUND
2.1 Termination of Transaction Documents. Effective as of the Effective Date, the SAFE and the Side Letter are hereby terminated in their entirety and shall be of no further force or effect. All rights, obligations, duties, covenants, and liabilities of the Parties arising under or in connection with the Transaction Documents, whether accrued, contingent, or otherwise, are hereby extinguished, released, and discharged in full, except as expressly set forth in this Agreement. The Parties acknowledge and agree that, upon the effectiveness of this termination, the Transaction Documents shall be deemed null and void and shall have no continuing legal effect for any purpose whatsoever. Each Party shall, promptly following the Effective Date, mark its respective copies of the Transaction Documents as "TERMINATED" and, upon the request of the other Party, shall return or destroy any copies of such documents in its possession (excluding copies retained by legal counsel in accordance with customary document retention policies).
2.2 Cancellation of Investor Rights. Upon the effectiveness of this Agreement, the Investor shall have no right whatsoever arising under or in connection with the Transaction Documents, including without limitation: (a) no right to convert the SAFE into equity securities of the Company, whether preferred stock, common stock, or any other class or series of securities, upon the occurrence of any equity financing, liquidity event, dissolution event, or any other triggering event described in the SAFE; (b) no pro rata participation rights or preemptive rights under the Side Letter with respect to any future equity financing of the Company; (c) no information rights, inspection rights, or reporting rights of any kind with respect to the business, affairs, financial condition, or operations of the Company; (d) no most favored nation ("MFN") rights with respect to subsequent SAFEs or convertible instruments issued by the Company; and (e) no other rights, privileges, preferences, or entitlements of any nature under the Transaction Documents. The Investor hereby acknowledges and confirms that it has no equity interest, ownership stake, or other proprietary interest in the Company, and that the Investor is not and has never been a stockholder, member, or equity holder of the Company.
2.3 Refund of Purchase Amount. The Company shall refund to the Investor the full Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) via wire transfer of immediately available funds in United States dollars to the bank account designated by the Investor in writing pursuant to Section 2.4, no later than the Refund Deadline (i.e., within one (1) business day of the Effective Date). The refund shall be made without interest, premium, penalty, set-off, counterclaim, or deduction of any kind. The Parties acknowledge and agree that the refund of the Purchase Amount represents the full and complete consideration owed by the Company to the Investor in connection with the termination of the Transaction Documents and the releases granted hereunder, and that the Investor shall not be entitled to any additional payment, return, or compensation from the Company in respect of the Transaction Documents or the investment contemplated thereby.
2.4 Wire Transfer Instructions. The Investor shall provide the Company with complete and accurate wire transfer instructions, including the name of the receiving bank, ABA routing number, account number, account name, and any applicable reference or memo information, on or prior to the Effective Date. The Company shall instruct its bank, Silicon Valley Commerce Bank, to initiate the wire transfer from the Company's operating account (Account No. 8801-4427-3390) in accordance with such instructions. The Company shall not be liable for any delays in the receipt of the refunded Purchase Amount to the extent such delays are caused by the failure of the Investor to provide timely and accurate wire transfer instructions, or by circumstances beyond the Company's reasonable control, including processing delays by the Company Bank or the Investor's receiving bank.
2.5 Confirmation of Receipt. The Investor shall confirm receipt of the refunded Purchase Amount in writing (including by electronic mail) to Priya Narasimhan, CEO of the Company, at priya@lumosanalytics.com, promptly upon receipt thereof, and in any event within two (2) business days following actual receipt of the wire transfer. Such confirmation shall include the date on which the funds were received and the amount received.
2.6 No Additional Payments. Other than the refund of the Purchase Amount as set forth in Section 2.3, neither Party shall owe any other payment, fee, expense reimbursement, penalty, break-up fee, transaction fee, management fee, or other amount to the other Party in connection with the Transaction Documents, this Agreement, or the transactions contemplated hereby or thereby. Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement, as further set forth in Section 9.12.
ARTICLE 3 — MUTUAL RELEASES
3.1 Definition of Released Claims. As used in this Agreement, "Released Claims" means any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, damages (including compensatory, consequential, incidental, special, exemplary, and punitive damages), losses, costs, liabilities, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, liens, judgments, orders, and expenses (including reasonable attorneys' fees, costs of investigation, and costs of litigation), of every kind and nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, direct or derivative, that a Party or any of its affiliates ever had, now has, or hereafter may have, arising out of, relating to, or in any way connected with:
(a) the Transaction Documents, including the SAFE and the Side Letter, and all terms, conditions, covenants, representations, warranties, and obligations contained therein;
(b) the negotiation, drafting, execution, delivery, performance, non-performance, breach, or termination of the Transaction Documents, including any disputes regarding the interpretation of any provision thereof;
(c) any representations, warranties, statements, promises, projections, forecasts, or omissions made by either Party or any of their respective officers, directors, employees, agents, advisors, or representatives in connection with the Transaction Documents or the investment contemplated thereby, including without limitation any investor pitch materials, pitch decks, slide presentations, financial models, product demonstrations, verbal communications, electronic correspondence, or other communications relating to the Company's products, technology, intellectual property, business prospects, market opportunity, revenue projections, or competitive landscape; and
(d) any events, acts, omissions, circumstances, transactions, or occurrences occurring on or before the Effective Date that relate to or arise out of the subject matter of the Transaction Documents or the investment relationship between the Parties contemplated thereby.
3.2 Release by the Investor. Effective as of the Effective Date and subject to the Company's timely refund of the Purchase Amount in accordance with Section 2.3, the Investor, on behalf of itself, its general partner (Vantage Peak Capital Management LLC), its limited partners, members, managers, officers, directors, employees, agents, representatives, advisors, successors, assigns, and affiliates (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges the Company and each of its officers (including, without limitation, Priya Narasimhan, Elliot Marsh, and Danielle Okoye), directors (including, without limitation, Kenji Watanabe), employees, agents, representatives, advisors, stockholders, successors, assigns, and affiliates (collectively, the "Company Released Persons") from any and all Released Claims. The Investor acknowledges that this release is a material inducement for the Company to enter into this Agreement and to refund the Purchase Amount.
3.3 Release by the Company. Effective as of the Effective Date, the Company, on behalf of itself, its officers, directors, employees, agents, representatives, advisors, stockholders, successors, assigns, and affiliates (collectively, the "Company Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, remises, and forever discharges the Investor, its general partner (Vantage Peak Capital Management LLC), its limited partners, members, managers, officers (including, without limitation, Catherine Aldridge, Raymond Petrov, and Samantha Reyes), directors, employees, agents, representatives, advisors, successors, assigns, and affiliates (collectively, the "Investor Released Persons") from any and all Released Claims. The Company acknowledges that this release is a material inducement for the Investor to enter into this Agreement and to accept the refund of the Purchase Amount in full satisfaction of the Investor's rights under the Transaction Documents.
3.4 Unknown Claims Waiver. Each Party expressly acknowledges and agrees that the releases set forth in Sections 3.2 and 3.3 extend to claims, demands, and causes of action that such Party does not know or suspect to exist in its favor at the time of executing this Agreement, and which, if known by such Party, might have materially affected its decision to enter into this Agreement. Each Party hereby expressly waives, to the fullest extent permitted by applicable law, any and all rights and benefits conferred by Section 1542 of the California Civil Code (or any analogous, comparable, or equivalent provision of the laws of any other state or jurisdiction), 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 understands and acknowledges the significance of this waiver of Section 1542 of the California Civil Code and of any other applicable similar provision. Each Party has been advised by its legal counsel with respect to the import of this waiver and, having such advice, each Party voluntarily and knowingly waives any rights it may have under Section 1542 or any similar provision.
3.5 Scope of Releases. The releases set forth in this Article 3 are intended to be broadly construed to the maximum extent permitted by applicable law and shall encompass, without limitation, any potential claims, demands, or causes of action for fraud, fraudulent inducement, fraudulent concealment, negligent misrepresentation, intentional misrepresentation, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, quantum meruit, promissory estoppel, quasi-contract, tortious interference, conversion, negligence, gross negligence, breach of fiduciary duty, violation of any applicable state or federal securities law (to the extent waivable), and any other legal or equitable theory, whether arising under the laws of the State of Delaware, the State of California, or the laws of any other jurisdiction. The Parties intend that the releases contained herein shall be effective as a full and final accord and satisfaction of all Released Claims.
ARTICLE 4 — COVENANT NOT TO SUE
4.1 Mutual Covenant. Each Party hereby covenants and agrees that it shall not, and shall cause its respective affiliates, partners, members, officers, directors, employees, agents, representatives, advisors, successors, and assigns not to, directly or indirectly, commence, institute, maintain, prosecute, participate in, or voluntarily assist in any action, suit, proceeding, arbitration, mediation, investigation, or claim (whether civil, criminal, administrative, regulatory, or otherwise) before any court, tribunal, arbitral body, administrative agency, or other governmental authority, against the other Party or any of its Released Persons with respect to any Released Claim. This covenant not to sue is a material consideration for and an integral part of this Agreement and the releases set forth in Article 3.
4.2 Remedy for Breach. If either Party breaches this covenant not to sue by commencing, instituting, or maintaining any action, suit, proceeding, or claim against the other Party or any of its Released Persons with respect to any Released Claim, the breaching Party shall (a) promptly dismiss such action, suit, proceeding, or claim with prejudice and at its own expense; and (b) indemnify, defend, and hold harmless the non-breaching Party and its Released Persons from and against all costs, expenses, liabilities, losses, and damages (including reasonable attorneys' fees, expert fees, and costs of litigation) incurred in connection with defending against such action, suit, proceeding, or claim. The remedies set forth in this Section 4.2 shall be in addition to, and not in lieu of, any other remedies available to the non-breaching Party at law or in equity, including the right to seek injunctive or other equitable relief.
ARTICLE 5 — NO ADMISSION OF LIABILITY
5.1 This Agreement and the performance of the obligations hereunder, including the refund of the Purchase Amount and the exchange of mutual releases, shall not be construed as, and do not constitute, an admission of liability, wrongdoing, fault, culpability, or responsibility by either Party with respect to any matter whatsoever, including without limitation any matter arising out of or relating to the Transaction Documents, the negotiation or execution thereof, the investment contemplated thereby, or the circumstances giving rise to this Agreement. Neither Party has conceded the merit or lack of merit of any claim, defense, or position. The Parties enter into this Agreement solely for the purpose of achieving a prompt and amicable resolution of their differences, preserving their respective business relationships and reputations, and avoiding the expense, burden, distraction, and uncertainty of potential disputes and litigation. This Agreement and the fact of its existence shall not be admissible in any proceeding as evidence of liability, wrongdoing, or fault by either Party, except in a proceeding to enforce the terms of this Agreement.
ARTICLE 6 — NON-DISPARAGEMENT
6.1 Mutual Non-Disparagement. Each Party agrees that it shall not, and shall instruct and use commercially reasonable efforts to cause its officers, directors, partners, members, managers, employees, agents, and representatives not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any statement, communication, or remark, whether written, oral, electronic, or otherwise, that disparages, defames, libels, slanders, or casts in a negative light the other Party, its affiliates, or any of its or their respective officers, directors, partners, members, managers, employees, agents, or representatives, in connection with the Transaction Documents, this Agreement, or the circumstances giving rise thereto. Without limiting the generality of the foregoing, neither Party shall characterize the termination of the Transaction Documents or the investment relationship between the Parties in a manner that could reasonably be understood to impugn the integrity, competence, business judgment, or good faith of the other Party or any of its principals.
6.2 Permitted Disclosures. Notwithstanding anything to the contrary in Section 6.1, nothing in this Article 6 shall restrict or prohibit either Party from:
(a) making truthful statements as required by applicable law, regulation, court order, subpoena, or other compulsory legal process, provided that the disclosing Party shall, to the extent legally permissible, provide reasonable advance notice to the other Party of any such compelled disclosure;
(b) making truthful statements in response to inquiries by governmental or regulatory authorities having jurisdiction over such Party or its business;
(c) communicating with its own legal counsel, accountants, tax advisors, and financial advisors on a confidential basis for the purpose of obtaining professional advice; or
(d) providing truthful testimony in any judicial, arbitral, or administrative proceeding in which such Party is compelled to testify.
ARTICLE 7 — CONFIDENTIALITY
7.1 Confidential Treatment. The terms and conditions of this Agreement, the amount of the Purchase Amount refund, and the circumstances leading to the negotiation and execution of this Agreement (including, without limitation, the developments described in Recital D and the Investor's request described in Recital E) shall be treated as strictly confidential by each Party and shall not be disclosed, revealed, published, or disseminated by either Party to any third party, except:
(a) as required by applicable law, regulation, court order, subpoena, or other compulsory legal process (provided that the disclosing Party shall, to the extent legally permissible and practicable, provide reasonable advance written notice to the other Party of any such required disclosure and cooperate in seeking a protective order or other appropriate remedy to limit the scope of such disclosure);
(b) as necessary to enforce the terms and conditions of this Agreement in any legal proceeding;
(c) in connection with disclosures to each Party's respective legal counsel, including Calderwood & Harkness LLP for the Company and Whitfield Harte & Associates LLP for the Investor;
(d) in connection with disclosures to each Party's respective accountants (including Ashgrove Equity Partners Accounting Group LLP for the Company), tax advisors, and financial advisors, in each case on a need-to-know basis and subject to such advisors' customary professional obligations of confidentiality; and
(e) in connection with disclosures by the Company to its Board of Directors and officers on a need-to-know basis, and disclosures by the Investor to its general partner, limited partners, and investment committee members on a need-to-know basis, in each case subject to customary confidentiality obligations.
7.2 Public Statements. Neither Party shall issue any press release, public statement, or public filing (including any posting on a website or social media platform) referencing the existence or terms of this Agreement or the termination of the Transaction Documents without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion.
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor, as of the Effective Date, as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authorization. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all requisite corporate action on the part of the Company, including the unanimous written consent of its Board of Directors dated October 24, 2023. No other corporate proceedings or approvals on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(d) No Assignment. The Company has not assigned, transferred, conveyed, pledged, or otherwise encumbered any of its rights, interests, or obligations under the Transaction Documents to any third party.
(e) Sufficient Funds. The Company has sufficient funds available in its operating account at the Company Bank to satisfy its obligation to refund the Purchase Amount in accordance with Section 2.3.
8.2 Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company, as of the Effective Date, as follows:
(a) Organization and Good Standing. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Investor's general partner, Vantage Peak Capital Management LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authorization. The execution, delivery, and performance of this Agreement by the Investor have been duly authorized by all requisite partnership action on the part of the Investor, including authorization by its general partner, Vantage Peak Capital Management LLC. No other partnership, limited liability company, or other organizational proceedings or approvals on the part of the Investor or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed and delivered by the Investor (acting by and through its general partner) and constitutes a legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(d) No Assignment. The Investor has not assigned, transferred, conveyed, pledged, or otherwise encumbered any of its rights, interests, or obligations under the Transaction Documents to any third party, and no third party has any interest in or claim to the Purchase Amount or any rights under the Transaction Documents.
ARTICLE 9 — MISCELLANEOUS PROVISIONS
9.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the substantive laws of the State of Delaware, without giving effect to any choice of law or conflicts-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.
9.2 Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court or federal court located in the State of Delaware, including the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, any claim that it is not subject to the jurisdiction of any such court, that any such action, suit, or proceeding has been brought in an inconvenient forum, or that the venue of any such action, suit, or proceeding is improper. Each Party agrees that service of process may be made by certified mail, return receipt requested, to the address set forth in Section 9.8.
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, understandings, offers, communications, and agreements, whether written or oral, between the Parties relating to the subject matter hereof. For the avoidance of doubt, the Transaction Documents are terminated and superseded in their entirety by this Agreement, and no provision of the Transaction Documents shall survive the execution and delivery of this Agreement unless expressly provided herein.
9.4 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by each of the Parties hereto. No oral agreement, course of dealing, or course of performance shall be deemed to amend, modify, or supplement this Agreement.
9.5 Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
9.6 Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the remaining provisions of this Agreement, or the application of such provision to persons or circumstances other than those as to which it has been held invalid, illegal, void, or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Upon any such determination that a provision is invalid, illegal, void, 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 an acceptable manner, to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.
9.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of executed counterparts transmitted by facsimile transmission, portable document format (.pdf), or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be deemed valid execution and delivery for all purposes and shall be legally effective to create a valid and binding agreement among the Parties.
9.8 Notices. All notices, requests, consents, demands, 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) upon confirmation of receipt when transmitted by electronic mail (provided that a copy is also sent by one of the other methods described herein), (c) one (1) business day after deposit with a nationally recognized overnight courier service, or (d) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice given in accordance with this Section 9.8):
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:
Vantage Peak Ventures Fund II, L.P. c/o Vantage Peak Capital Management LLC 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025
Attention: Samantha Reyes, Principal
Email: sreyes@vantagepeak.com
with a copy (which shall not constitute notice) to:
Whitfield Harte & Associates LLP 3000 El Camino Real, Suite 500 Palo Alto, California 94306
Attention: Jonathan Whitfield
Email: jwhitfield@whitfieldharte.com
9.9 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment, delegation, or transfer in violation of this Section 9.9 shall be null and void and of no force or effect.
9.10 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such further documents, instruments, agreements, and certificates, and to take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to consummate the transactions contemplated hereby.
9.11 No Third-Party Beneficiaries. Except as expressly set forth herein with respect to the Company Released Persons identified in Section 3.2 and the Investor Released Persons identified in Section 3.3, each of whom is an intended third-party beneficiary of the releases and covenant not to sue set forth in Articles 3 and 4, respectively, this Agreement is not intended to, and shall not, confer upon any person other than the Parties hereto any rights, interests, or remedies hereunder, whether as a third-party beneficiary or otherwise.
9.12 Attorneys' Fees. Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the negotiation, preparation, review, execution, delivery, and performance of this Agreement, including the fees and expenses of its respective legal counsel, accountants, and financial advisors. Notwithstanding the foregoing, in the event of any action, suit, or proceeding brought by a Party to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in addition to any other relief to which it may be entitled.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Mutual Termination and Release Agreement 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
VANTAGE PEAK VENTURES FUND II, L.P.
By: Vantage Peak Capital Management LLC,
its General Partner
By: ________
Name: Samantha Reyes
Title: Principal
Date: October 27, 2023

MUTUAL TERMINATION AND RELEASE AGREEMENT

RECITALS

WHEREAS:

LUMOS ANALYTICS INC.

VANTAGE PEAK VENTURES FUND II, L.P.

Record

Parties

Dates

Amounts