1008-00003 · Client 1008 · Transaction Documents/Executed SAFEs

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SAFE

(Simple Agreement for Future Equity)

Post-Money Valuation Cap — No discount

September 29, 2023

This SAFE (Simple Agreement for Future Equity) is based on the Calderon Partners LLC standard Post-Money SAFE form, as published by Penmark & Co., and has been modified as set forth herein to reflect the specific terms negotiated between the parties. The use of this form does not constitute legal advice from Calderon Partners LLC or any of its affiliates, nor does it establish any attorney-client relationship. Each party has been advised to seek the counsel of its own legal, tax, and financial advisors prior to entering into this agreement.

PREAMBLE

THIS SAFE (SIMPLE AGREEMENT FOR FUTURE EQUITY) (this "SAFE") is entered into as of September 29, 2023 (the "Effective Date"), by and between:

LUMOS ANALYTICS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105, Employer Identification Number 87-3491026;

and

CANOPY GROWTH CAPITAL LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "Investor"), with its principal place of business at 1455 Market Street, Suite 600, San Francisco, California 94103.

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

RECITALS

WHEREAS, the Investor desires to provide funding to the Company in the amount set forth herein, and the Company desires to accept such funding, upon and subject to the terms and conditions set forth in this SAFE;

WHEREAS, the Company and the Investor desire to establish the terms under which this SAFE will convert into equity securities of the Company upon the occurrence of certain events described herein;

WHEREAS, the Company's Board of Directors has authorized the issuance of this SAFE and other SAFEs in the current financing round pursuant to a Board Written Consent dated August 30, 2023; and

WHEREAS, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

SECTION 1: EVENTS

Section 1(a): Equity Financing

For purposes of this SAFE, "Equity Financing" means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock of the Company at a fixed pre-money or post-money valuation, and in which the Company receives aggregate gross proceeds of not less than One Million Dollars ($1,000,000) (excluding the conversion of this SAFE and all other Converting Securities, and excluding any proceeds received by the Company in connection with the conversion of any other instruments into equity securities of the Company in such transaction).

Upon the initial closing of an Equity Financing (or, if applicable, upon any subsequent closing in which this SAFE is converted), this SAFE will automatically convert into shares of the Standard Preferred Stock sold in the Equity Financing, without any further action on the part of the Investor or the Company. The number of shares of Standard Preferred Stock issuable upon such conversion shall be equal to the Purchase Amount divided by the Conversion Price.

The "Conversion Price" shall mean the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization, each as defined in Section 2 hereof. For the avoidance of doubt, no discount rate shall apply to the determination of the Conversion Price under this SAFE. In the event that the price per share paid by new investors in the Equity Financing is lower than the Conversion Price as calculated in accordance with this Section 1(a), the Investor shall nonetheless receive shares of Standard Preferred Stock at the Conversion Price calculated hereunder, provided that the Conversion Price shall in no event exceed the price per share paid by new investors in the Equity Financing.

Promptly following the conversion of this SAFE, the Company shall (i) issue to the Investor the applicable number of shares of Standard Preferred Stock, (ii) deliver to the Investor evidence of such issuance in the form of a stock certificate or book-entry notation, and (iii) update the Company's stock ledger and capitalization records to reflect the issuance of such shares.

As a condition to the conversion of this SAFE and the issuance of shares hereunder, the Investor agrees to execute and deliver all customary transaction documents reasonably required in connection with the Equity Financing, including without limitation any investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, management rights letter, and any other ancillary agreements or instruments executed by new investors participating in the Equity Financing; provided, however, that such documents (i) are consistent with the terms set forth in this SAFE, (ii) contain substantially the same terms and conditions as those agreed to by the other investors participating in the Equity Financing (with such modifications as may be necessary to reflect the Investor's status as a SAFE holder converting into the Equity Financing rather than a new cash investor), and (iii) do not impose obligations on the Investor that are materially more burdensome than those imposed on other investors of the same class in the Equity Financing.

Section 1(b): Liquidity Event

For purposes of this SAFE, "Liquidity Event" means a Change of Control (as defined in Section 2) or an Initial Public Offering (as defined in Section 2).

If a Liquidity Event occurs before the termination of this SAFE pursuant to Section 1(d), the Investor shall have the right to elect, at its sole discretion, to receive either:

(i) a cash payment from the Company (or, in the case of a Change of Control, from the acquiring entity or its designee) in an amount equal to the Purchase Amount; or

(ii) from the Company, a number of shares of Common Stock of the Company equal to the Purchase Amount divided by the Liquidity Price, with such shares to be issued immediately prior to, and contingent upon, the closing of the Liquidity Event.

The "Liquidity Price" shall mean the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization, each as defined in Section 2 hereof.

The Company shall provide the Investor with written notice of any anticipated Liquidity Event at least ten (10) business days prior to the anticipated closing date of such Liquidity Event (the "Liquidity Event Notice"). Such Liquidity Event Notice shall include a summary description of the material terms of the proposed transaction, the anticipated closing date, and the calculations necessary for the Investor to evaluate the options set forth in clauses (i) and (ii) above. The Investor shall notify the Company in writing of its election under this Section 1(b) within five (5) business days of its receipt of the Liquidity Event Notice. If the Investor fails to timely deliver its election notice, the Investor shall be deemed to have elected to receive cash in an amount equal to the Purchase Amount pursuant to clause (i) above.

In the event of a Change of Control in which the consideration payable to the Company's stockholders consists in whole or in part of non-cash consideration, the value of such non-cash consideration shall be determined in good faith by the Company's Board of Directors. If the Investor elects to receive Common Stock under clause (ii) above, such shares shall be treated in the same manner as shares held by other holders of Common Stock in connection with the Liquidity Event, and the Investor shall receive the same per-share consideration and be subject to the same terms and conditions as other holders of Common Stock.

Section 1(c): Dissolution Event

For purposes of this SAFE, "Dissolution Event" means (i) a voluntary termination of operations by the Company, (ii) a general assignment for the benefit of the Company's creditors, or (iii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary; provided, however, that a Dissolution Event shall not include any transaction that constitutes a Liquidity Event as defined in Section 1(b).

If a Dissolution Event occurs before the termination of this SAFE pursuant to Section 1(d), the Company shall use its commercially reasonable efforts to pay to the Investor an amount equal to the Purchase Amount (the "Dissolution Amount"). The Dissolution Amount shall be paid to the Investor out of the remaining assets of the Company legally available for distribution, subject at all times to the preferences and priorities set forth in the Company's Certificate of Incorporation, as the same may be amended from time to time, and applicable law.

The payment priority of the Dissolution Amount shall be as follows: the Dissolution Amount shall be payable (A) after the satisfaction in full of all outstanding obligations and liabilities of the Company to its creditors (including, without limitation, secured creditors, unsecured creditors, and trade creditors) in accordance with applicable law, but (B) before and in preference to any distribution or payment to holders of Common Stock of the Company. The Dissolution Amount shall be paid pari passu with payments to holders of other outstanding SAFEs and Converting Securities that provide for similar priority of payment.

If the assets of the Company legally available for distribution to SAFE holders and other Converting Security holders are insufficient to permit payment of the full Dissolution Amount to the Investor together with all similar amounts payable to other SAFE holders and Converting Security holders, then each such holder (including the Investor) shall receive a pro rata share of the available assets, calculated based on the ratio that such holder's Purchase Amount (or equivalent investment amount) bears to the aggregate Purchase Amounts (or equivalent investment amounts) of all SAFE holders and Converting Security holders entitled to participate in such distribution.

Section 1(d): Termination

This SAFE will automatically terminate and be of no further force or effect (without relieving the Company of any obligations arising from a prior breach of, or non-compliance with, this SAFE prior to such termination) upon the earliest to occur of:

(i) the issuance of shares of Standard Preferred Stock (or Common Stock, as applicable) to the Investor pursuant to Section 1(a) or Section 1(b)(ii) hereof; or

(ii) the payment to the Investor, or the irrevocable setting aside for payment to the Investor, of amounts due to the Investor pursuant to Section 1(b)(i) or Section 1(c) hereof.

Upon termination of this SAFE, the Company shall have no further obligations to the Investor under this SAFE, except for any obligations that by their nature survive termination, including without limitation obligations under Section 7 (Miscellaneous) and any confidentiality or non-disclosure obligations.

SECTION 2: DEFINITIONS

As used in this SAFE, the following terms shall have the meanings set forth below:

"Capital Stock" means the Common Stock and all shares of Preferred Stock of the Company, including any series or class thereof, whether now existing or hereafter authorized.

"Capitalization" means the Company Capitalization as of immediately prior to the Equity Financing, determined on a fully diluted basis, and includes (i) all issued and outstanding shares of Capital Stock of the Company, (ii) all outstanding Options (on an as-exercised basis, regardless of whether such Options are vested or unvested), (iii) all Converting Securities (on an as-converted basis, including this SAFE), and (iv) all shares of Common Stock reserved and available for issuance under any equity incentive, stock option, stock purchase, or similar plan of the Company, including the 2022 Equity Incentive Plan, but excluding any unallocated shares remaining in the available option pool that have not been reserved for issuance under any such plan as of the date of calculation.

"Change of Control" means (i) any transaction or series of related transactions in which any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of members of the Company's Board of Directors; (ii) any consolidation, merger, or reorganization of the Company with or into another entity (other than a merger or consolidation effected exclusively to change the domicile of the Company or a merger in which the Company is the surviving entity and no change of control occurs) in which the outstanding voting securities of the Company are exchanged for or converted into cash, securities, or other consideration; or (iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company.

"Common Stock" means the Common Stock of the Company, par value $0.0001 per share, as authorized under the Company's Certificate of Incorporation, as the same may be amended from time to time.

"Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of: (i) all shares of Capital Stock issued and outstanding; (ii) all outstanding Options on an as-exercised basis (whether vested or unvested); (iii) all shares of Common Stock reserved and available for future issuance under equity incentive plans of the Company, including the Company's 2022 Equity Incentive Plan; and (iv) all Converting Securities on an as-converted basis (assuming conversion of all such Converting Securities, including this SAFE, at the applicable conversion terms). For the avoidance of doubt, the Company Capitalization is calculated on a pre-money basis, meaning that it does not include any shares to be issued in the Equity Financing to new investors investing new cash (as opposed to converting existing instruments).

"Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

"Converting Securities" means this SAFE and any other outstanding SAFEs, convertible promissory notes, or other convertible instruments issued by the Company that are convertible into shares of Capital Stock, whether now outstanding or hereafter issued prior to the Equity Financing.

"Equity Financing" has the meaning set forth in Section 1(a) hereof.

"Initial Public Offering" means the closing of the Company's first firm commitment underwritten initial public offering of shares of Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-1 or any successor form thereto (other than a registration statement relating solely to employee benefit plans, a transaction contemplated by Rule 145 under the Securities Act, or any other registration that is not a firm commitment underwritten offering).

"Liquidity Capitalization" means the Company Capitalization, as defined above, calculated as of immediately prior to the closing of the Liquidity Event (rather than immediately prior to an Equity Financing), and otherwise determined in the same manner as the Company Capitalization.

"Liquidity Event" has the meaning set forth in Section 1(b) hereof.

"Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

"Options" means all outstanding options, warrants, or other rights to subscribe for or purchase shares of Capital Stock of the Company, or securities convertible into or exchangeable for shares of Capital Stock, whether vested or unvested, including all options granted under the Company's 2022 Equity Incentive Plan and any successor plan thereto.

"Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).

"Preferred Stock" means any series of preferred stock of the Company, as authorized under the Company's Certificate of Incorporation, as the same may be amended from time to time.

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

"SAFE" means this Simple Agreement for Future Equity, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.

"Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

"Standard Preferred Stock" means the shares of a series of Preferred Stock issued to investors investing new money (i.e., cash consideration, and not conversion of pre-existing instruments) in the Company in connection with the initial closing (or any subsequent closing) of the Equity Financing.

SECTION 3: COMPANY REPRESENTATIONS

The Company hereby represents and warrants to the Investor as of the date hereof as follows:

Section 3(a): Organization, Good Standing, and Qualification

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets, to carry on its business as currently conducted and as presently proposed to be conducted, and to enter into, deliver, and perform its obligations under this SAFE. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have a material adverse effect on the Company's business, properties, assets, financial condition, or results of operations.

Section 3(b): Authorization

All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations of the Company under this SAFE, including the reservation and issuance of shares of Capital Stock upon conversion hereof, has been taken or will be taken prior to such issuance. This SAFE, when executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Without limiting the generality of the foregoing, the Company's Board of Directors has authorized the issuance of this SAFE and other SAFEs in the Company's current financing round in an aggregate principal amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), pursuant to a Board Written Consent dated August 30, 2023, a copy of which has been made available to the Investor.

Section 3(c): Compliance with Other Instruments

The execution, delivery, and performance of this SAFE, and the consummation of the transactions contemplated hereby, will not (i) result in any violation of or conflict with the Company's Certificate of Incorporation (as amended or restated) or Bylaws (as amended or restated), (ii) result in any violation of, be in conflict with, or constitute a default under, any material agreement, contract, instrument, judgment, order, writ, decree, or statute, rule, or regulation applicable to the Company, or (iii) result in the creation of any lien, charge, security interest, or encumbrance upon any of the properties or assets of the Company. The Company is not in violation of or default under its Certificate of Incorporation or Bylaws or any material agreement, contract, or obligation to which it is a party or by which it or any of its properties or assets is bound, except for such violations or defaults that, individually or in the aggregate, would not have a material adverse effect on the Company.

Section 3(d): Valid Issuance of Securities

The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, charges, restrictions, and security interests of any kind, other than restrictions on transfer under this SAFE, under applicable state and federal securities laws, and under the Company's Certificate of Incorporation and Bylaws. The Company has reserved or will reserve from its duly authorized Capital Stock the maximum number of shares of Capital Stock issuable upon conversion of this SAFE.

Section 3(e): Capitalization

As of the date of this SAFE, the authorized, issued, and outstanding capital stock of the Company, and the securities reserved for future issuance, are as set forth below and in the Company's records, which the Company represents to be accurate and complete in all material respects:

(i) Authorized Common Stock: 10,000,000 shares of Common Stock, par value $0.0001 per share, of which 8,600,000 shares are issued and outstanding as of the date hereof.

(ii) 2022 Equity Incentive Plan: 1,200,000 shares of Common Stock have been reserved for issuance under the Company's 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares remain available for future grants.

(iii) Pre-Seed SAFEs: The Company has previously issued SAFEs to pre-seed investors in the aggregate amount of One Million Two Hundred Thousand Dollars ($1,200,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), which SAFEs remain outstanding as of the date hereof.

(iv) Current Round SAFEs: In addition to this SAFE, the Company has issued or is concurrently issuing the following SAFEs on substantially the same terms and conditions as this SAFE (i.e., at a post-money valuation cap of $28,000,000 with no discount): (A) a SAFE to Vantage Peak Ventures Fund II, L.P. in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000); and (B) a SAFE to Ridgeline Angel Fund, L.P. in the amount of One Million Two Hundred Thousand Dollars ($1,200,000).

Except as set forth above, there are no outstanding shares of Capital Stock, Options, warrants, convertible securities, or other rights to acquire Capital Stock of the Company. The Company has not authorized or agreed to authorize any other equity incentive plan other than the 2022 Equity Incentive Plan.

SECTION 4: INVESTOR REPRESENTATIONS

The Investor hereby represents and warrants to the Company as of the date hereof as follows:

Section 4(a): Accredited Investor

The Investor represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The Investor has furnished or will furnish to the Company such information and documentation as the Company may reasonably request to verify the Investor's status as an accredited investor, including without limitation a completed accredited investor questionnaire.

Section 4(b): Investment Experience

The Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the investment in this SAFE and the securities issuable upon conversion hereof, and has the ability to bear the economic risks of its investment. The Investor has been given the opportunity to ask questions of, and receive answers from, the Company's officers and directors concerning the terms and conditions of this investment and the Company's business, operations, financial condition, and prospects, and has received such information as the Investor considers necessary or appropriate for deciding whether to make this investment.

Section 4(c): Investment Intent

The Investor is acquiring this SAFE and any securities issuable upon conversion hereof for investment for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. The Investor does not presently have any agreement, plan, or understanding, directly or indirectly, with any person to distribute or effect any distribution of this SAFE or the securities issuable upon conversion hereof. The Investor understands that the SAFE and the underlying securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.

Section 4(d): No General Solicitation

The Investor acknowledges that the offering of this SAFE was not made to the Investor by means of any form of general solicitation or general advertising, including without limitation (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television, radio, or the internet, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Investor's investment decision was based solely on personal contact and direct communication with the Company or its authorized representatives.

Section 4(e): Authority

The Investor has full legal right, power, and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this SAFE by the Investor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Investor, including any required approvals of the Investor's members, managers, or other governing bodies. Lena Petrova, in her capacity as Managing Member of Canopy Growth Capital LLC, has the full power and authority to execute this SAFE on behalf of the Investor and to bind the Investor to the terms and conditions hereof.

Section 4(f): Restrictions on Transfer

The Investor acknowledges and understands that this SAFE and any securities issuable upon conversion hereof have not been, and will not be, registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance on federal and state exemptions for transactions not involving a public offering. The Investor further acknowledges that, due to the lack of registration, this SAFE and the underlying securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of unless (i) a registration statement under the Securities Act with respect to such securities is then in effect, or (ii) the Company has received an opinion of counsel satisfactory to the Company that such transfer may lawfully be made without registration under the Securities Act and applicable state securities laws. The Investor understands that any certificates or book-entry notations representing the securities issued upon conversion of this SAFE will bear customary restrictive legends reflecting the foregoing restrictions.

SECTION 5: MFN PROVISION (MOST FAVORED NATION)

If, after the date of this SAFE and prior to the conversion or termination of this SAFE pursuant to Section 1 hereof, the Company issues any SAFE, convertible promissory note, or other convertible security (each, a "Subsequent Convertible Security") to any investor or group of investors that contains terms that are, taken as a whole, more favorable to the holder or holders thereof than the terms of this SAFE are to the Investor, then the Investor shall have the right, but not the obligation, to elect to amend this SAFE to incorporate any or all of such more favorable terms in lieu of the corresponding terms of this SAFE.

For purposes of this Section 5, the determination of whether the terms of a Subsequent Convertible Security are "more favorable" shall be made by comparing the economic terms of such Subsequent Convertible Security to the economic terms of this SAFE, including without limitation (i) the valuation cap (including any reduction in the applicable valuation cap), (ii) any discount rate applicable to the conversion of such Subsequent Convertible Security (including the introduction of a discount rate where none previously existed), (iii) the conversion mechanics and methodology for calculating the conversion price, and (iv) any other material economic terms that affect the number of shares of Capital Stock issuable upon conversion or the effective price per share at which such conversion occurs.

The Company shall promptly (and in no event later than ten (10) business days following such issuance) provide the Investor with written notice of the issuance of any Subsequent Convertible Security, together with copies of all relevant transaction documents and a description of the material terms thereof, including any side letters or ancillary agreements that affect the economic terms of such Subsequent Convertible Security. The Investor shall have thirty (30) days following receipt of such notice and documentation to notify the Company in writing of its election to amend this SAFE to incorporate the more favorable terms. If the Investor timely delivers such election notice, the Company and the Investor shall promptly execute an amendment to this SAFE reflecting the incorporation of such more favorable terms, effective as of the date of issuance of the Subsequent Convertible Security.

For the avoidance of doubt, the MFN right set forth in this Section 5 applies solely to economic terms as described above and does not extend to non-economic terms such as information rights, board observer rights, or other governance or contractual provisions that may be included in a Subsequent Convertible Security or its related transaction documents.

SECTION 6: INFORMATION RIGHTS

So long as this SAFE remains outstanding and has not been converted or terminated pursuant to Section 1 hereof, the Company shall provide to the Investor the following information:

(i) Annual Financial Statements. Within ninety (90) days after the end of each fiscal year of the Company, unaudited annual financial statements of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, including a balance sheet, an income statement, a statement of cash flows, and a statement of stockholders' equity, in each case in reasonable detail.

(ii) Quarterly Financial Statements. Within forty-five (45) days after the end of each fiscal quarter of the Company (other than the fourth fiscal quarter, which shall be covered by the annual financial statements), unaudited quarterly financial statements of the Company for such fiscal quarter, prepared in accordance with generally accepted accounting principles consistently applied, including a balance sheet, an income statement, and a statement of cash flows, in each case in reasonable detail. Such quarterly financial statements shall include a comparison to the Company's budget or operating plan for such period, if available.

(iii) Additional Information. Such other financial or operational information as the Investor may reasonably request from time to time, subject to the Company's reasonable ability to provide such information without undue burden or expense.

The information rights set forth in this Section 6 are subject to the Investor's execution, upon request by the Company, of a customary confidentiality and non-disclosure agreement in a form reasonably acceptable to both Parties, restricting the Investor's use and disclosure of confidential information received from the Company to the Investor's internal business purposes related to its investment in the Company. The Investor acknowledges that the financial information provided pursuant to this Section 6 may constitute material non-public information and agrees to comply with all applicable securities laws regarding the use and disclosure of such information.

The information rights granted under this Section 6 shall terminate upon the earliest to occur of (a) the conversion of this SAFE into shares of Capital Stock pursuant to Section 1(a) or Section 1(b)(ii) hereof (at which point the Investor's information rights, if any, shall be governed by the investors' rights agreement or similar agreement executed in connection with such conversion), (b) the payment of amounts due to the Investor pursuant to Section 1(b)(i) or Section 1(c) hereof, or (c) the termination of this SAFE pursuant to Section 1(d) hereof.

SECTION 7: MISCELLANEOUS

Section 7(a): Amendments and Waivers

Any term of this SAFE may be amended, and the observance of any term of this SAFE may be waived (either generally or in a particular instance, and either retroactively or prospectively), only with the written consent of the Company and the Investor. No amendment or waiver of any provision of this SAFE shall be effective unless set forth in a written instrument signed by both the Company and the Investor. Any waiver or amendment effected in accordance with this Section 7(a) shall be binding upon the Company, the Investor, and their respective successors and assigns. No failure or delay on the part of either Party in exercising any right, power, or privilege under this SAFE shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 7(b): Governing Law

This SAFE shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7(c): Disputes; Jurisdiction

Any dispute, claim, controversy, or cause of action arising out of or relating to this SAFE or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if both such courts lack subject matter jurisdiction, the United States District Court for the District of Delaware). Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such dispute, claim, controversy, or cause of action, and irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this SAFE may not be enforced in or by such courts. Each Party agrees that service of process in any such proceeding may be made by certified or registered mail, return receipt requested, directed to such Party at its address set forth in Section 7(e), and such service shall be deemed effective upon receipt.

Section 7(d): Entire Agreement

This SAFE, together with the schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, correspondence, and communications of the Parties, whether written or oral, with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein, with respect to the subject matter hereof. Each Party acknowledges that it has not relied on any representation, warranty, or other statement of the other Party not set forth in this SAFE.

Section 7(e): Notices

All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this SAFE shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when sent by email (with confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and proof of delivery), or (iv) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

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

If to the Investor:

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

Attention: Lena Petrova, Managing Member

Email: lena@canopygrowthcap.com

Either Party may change its address for the purpose of this Section 7(e) by giving written notice of such change to the other Party in the manner set forth above.

Section 7(f): Severability

If any provision of this SAFE, or the application thereof to any person, entity, or circumstance, is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision or any other application of this SAFE, and all other provisions and applications of this SAFE shall not be affected thereby and shall remain in full force and effect. Upon any determination that any provision of this SAFE is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this SAFE 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 may be consummated as originally contemplated to the greatest extent possible.

Section 7(g): Successors and Assigns

This SAFE and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. The Investor may not assign, transfer, pledge, hypothecate, or otherwise dispose of this SAFE or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void and of no force or effect. The Company may assign its rights and obligations under this SAFE to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets, provided that such successor entity assumes all of the Company's obligations under this SAFE in writing.

Section 7(h): Tax Treatment

The Company and the Investor agree to treat this SAFE as a variable prepaid forward contract for United States federal income tax purposes and shall not take any position inconsistent with such treatment on any tax return or in any tax proceeding, unless otherwise required by a final determination (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended) or by a change in applicable law. Each Party shall be responsible for its own tax obligations arising from or in connection with this SAFE and the transactions contemplated hereby. Nothing in this SAFE shall be construed to constitute tax advice from either Party to the other, and each Party is encouraged to consult with its own tax advisors regarding the tax consequences of this SAFE.

Section 7(i): Counterparts

This SAFE may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and have the same force and effect as an original wet-ink signature.

Section 7(j): Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS SAFE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SAFE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7(j).

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO SAFE (Simple Agreement for Future Equity)

IN WITNESS WHEREOF, the Parties have executed this SAFE as of the date first written above.

COMPANY:

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: September 29, 2023

INVESTOR:

CANOPY GROWTH CAPITAL LLC

By: ________

Name: Lena Petrova

Title: Managing Member

Date: September 29, 2023

SCHEDULE A

KEY TERMS SUMMARY

The following is a summary of the key terms of this SAFE. In the event of any conflict or inconsistency between this Schedule A and the terms of the SAFE to which it is attached, the terms of the SAFE shall control.

SCHEDULE B

WIRE TRANSFER INSTRUCTIONS

Pursuant to this SAFE, the Investor shall remit funds in the amount of the Purchase Amount by wire transfer of immediately available funds to the following account designated by the Company:

Confirmation of Receipt of Funds

The Company hereby confirms and acknowledges that funds in the amount of One Million One Hundred Thousand Dollars ($1,100,000) were received from the Investor via wire transfer to the account designated above on September 29, 2023. Upon receipt of such funds, this SAFE became effective and binding upon the Parties in accordance with its terms.

ACKNOWLEDGED AND CONFIRMED:

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: September 29, 2023

END OF DOCUMENT — SAFE (SIMPLE AGREEMENT FOR FUTURE EQUITY) — LUMOS ANALYTICS INC. / CANOPY GROWTH CAPITAL LLC — EXECUTED SEPTEMBER 29, 2023

Term	Detail
Purchase Amount	$1,100,000 (One Million One Hundred Thousand Dollars)
Post-Money Valuation Cap	$28,000,000 (Twenty-Eight Million Dollars)
discount Rate	None
Minimum Equity Financing Threshold	$1,000,000 (One Million Dollars), excluding all Converting Securities
MFN Provision	Yes — See Section 5
Pro Rata Rights Side Letter	Not included for this Investor
Information Rights	Yes — See Section 6 (annual and quarterly unaudited financials)
Governing Law	State of Delaware
Dispute Resolution	Exclusive jurisdiction in Delaware state and federal courts
Tax Treatment	Prepaid forward contract for U.S. federal income tax purposes
Company	Lumos Analytics Inc. (Delaware corporation)
Investor	Canopy Growth Capital LLC (Delaware limited liability company)
Effective Date	September 29, 2023
Field	Detail
Receiving Bank	Silicon Valley Commerce Bank
Bank Address	3003 Tasman Drive, Santa Clara, California 95054
Account Name	Lumos Analytics Inc.
Account Number	8801-4427-3390
ABA Routing Number	Contact Company for routing instructions
Wire Reference	Canopy Growth Capital LLC SAFE — September 2023

SAFE
(Simple Agreement for Future Equity)
Post-Money Valuation Cap — No discount
September 29, 2023
This SAFE (Simple Agreement for Future Equity) is based on the Calderon Partners LLC standard Post-Money SAFE form, as published by Penmark & Co., and has been modified as set forth herein to reflect the specific terms negotiated between the parties. The use of this form does not constitute legal advice from Calderon Partners LLC or any of its affiliates, nor does it establish any attorney-client relationship. Each party has been advised to seek the counsel of its own legal, tax, and financial advisors prior to entering into this agreement.
PREAMBLE
THIS SAFE (SIMPLE AGREEMENT FOR FUTURE EQUITY) (this "SAFE") is entered into as of September 29, 2023 (the "Effective Date"), by and between:
LUMOS ANALYTICS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal place of business at 340 Folsom Street, Suite 1100, San Francisco, California 94105, Employer Identification Number 87-3491026;
and
CANOPY GROWTH CAPITAL LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "Investor"), with its principal place of business at 1455 Market Street, Suite 600, San Francisco, California 94103.
The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Investor desires to provide funding to the Company in the amount set forth herein, and the Company desires to accept such funding, upon and subject to the terms and conditions set forth in this SAFE;
WHEREAS, the Company and the Investor desire to establish the terms under which this SAFE will convert into equity securities of the Company upon the occurrence of certain events described herein;
WHEREAS, the Company's Board of Directors has authorized the issuance of this SAFE and other SAFEs in the current financing round pursuant to a Board Written Consent dated August 30, 2023; and
WHEREAS, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
SECTION 1: EVENTS
Section 1(a): Equity Financing
For purposes of this SAFE, "Equity Financing" means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock of the Company at a fixed pre-money or post-money valuation, and in which the Company receives aggregate gross proceeds of not less than One Million Dollars ($1,000,000) (excluding the conversion of this SAFE and all other Converting Securities, and excluding any proceeds received by the Company in connection with the conversion of any other instruments into equity securities of the Company in such transaction).
Upon the initial closing of an Equity Financing (or, if applicable, upon any subsequent closing in which this SAFE is converted), this SAFE will automatically convert into shares of the Standard Preferred Stock sold in the Equity Financing, without any further action on the part of the Investor or the Company. The number of shares of Standard Preferred Stock issuable upon such conversion shall be equal to the Purchase Amount divided by the Conversion Price.
The "Conversion Price" shall mean the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization, each as defined in Section 2 hereof. For the avoidance of doubt, no discount rate shall apply to the determination of the Conversion Price under this SAFE. In the event that the price per share paid by new investors in the Equity Financing is lower than the Conversion Price as calculated in accordance with this Section 1(a), the Investor shall nonetheless receive shares of Standard Preferred Stock at the Conversion Price calculated hereunder, provided that the Conversion Price shall in no event exceed the price per share paid by new investors in the Equity Financing.
Promptly following the conversion of this SAFE, the Company shall (i) issue to the Investor the applicable number of shares of Standard Preferred Stock, (ii) deliver to the Investor evidence of such issuance in the form of a stock certificate or book-entry notation, and (iii) update the Company's stock ledger and capitalization records to reflect the issuance of such shares.
As a condition to the conversion of this SAFE and the issuance of shares hereunder, the Investor agrees to execute and deliver all customary transaction documents reasonably required in connection with the Equity Financing, including without limitation any investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, management rights letter, and any other ancillary agreements or instruments executed by new investors participating in the Equity Financing; provided, however, that such documents (i) are consistent with the terms set forth in this SAFE, (ii) contain substantially the same terms and conditions as those agreed to by the other investors participating in the Equity Financing (with such modifications as may be necessary to reflect the Investor's status as a SAFE holder converting into the Equity Financing rather than a new cash investor), and (iii) do not impose obligations on the Investor that are materially more burdensome than those imposed on other investors of the same class in the Equity Financing.
Section 1(b): Liquidity Event
For purposes of this SAFE, "Liquidity Event" means a Change of Control (as defined in Section 2) or an Initial Public Offering (as defined in Section 2).
If a Liquidity Event occurs before the termination of this SAFE pursuant to Section 1(d), the Investor shall have the right to elect, at its sole discretion, to receive either:
(i) a cash payment from the Company (or, in the case of a Change of Control, from the acquiring entity or its designee) in an amount equal to the Purchase Amount; or
(ii) from the Company, a number of shares of Common Stock of the Company equal to the Purchase Amount divided by the Liquidity Price, with such shares to be issued immediately prior to, and contingent upon, the closing of the Liquidity Event.
The "Liquidity Price" shall mean the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization, each as defined in Section 2 hereof.
The Company shall provide the Investor with written notice of any anticipated Liquidity Event at least ten (10) business days prior to the anticipated closing date of such Liquidity Event (the "Liquidity Event Notice"). Such Liquidity Event Notice shall include a summary description of the material terms of the proposed transaction, the anticipated closing date, and the calculations necessary for the Investor to evaluate the options set forth in clauses (i) and (ii) above. The Investor shall notify the Company in writing of its election under this Section 1(b) within five (5) business days of its receipt of the Liquidity Event Notice. If the Investor fails to timely deliver its election notice, the Investor shall be deemed to have elected to receive cash in an amount equal to the Purchase Amount pursuant to clause (i) above.
In the event of a Change of Control in which the consideration payable to the Company's stockholders consists in whole or in part of non-cash consideration, the value of such non-cash consideration shall be determined in good faith by the Company's Board of Directors. If the Investor elects to receive Common Stock under clause (ii) above, such shares shall be treated in the same manner as shares held by other holders of Common Stock in connection with the Liquidity Event, and the Investor shall receive the same per-share consideration and be subject to the same terms and conditions as other holders of Common Stock.
Section 1(c): Dissolution Event
For purposes of this SAFE, "Dissolution Event" means (i) a voluntary termination of operations by the Company, (ii) a general assignment for the benefit of the Company's creditors, or (iii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary; provided, however, that a Dissolution Event shall not include any transaction that constitutes a Liquidity Event as defined in Section 1(b).
If a Dissolution Event occurs before the termination of this SAFE pursuant to Section 1(d), the Company shall use its commercially reasonable efforts to pay to the Investor an amount equal to the Purchase Amount (the "Dissolution Amount"). The Dissolution Amount shall be paid to the Investor out of the remaining assets of the Company legally available for distribution, subject at all times to the preferences and priorities set forth in the Company's Certificate of Incorporation, as the same may be amended from time to time, and applicable law.
The payment priority of the Dissolution Amount shall be as follows: the Dissolution Amount shall be payable (A) after the satisfaction in full of all outstanding obligations and liabilities of the Company to its creditors (including, without limitation, secured creditors, unsecured creditors, and trade creditors) in accordance with applicable law, but (B) before and in preference to any distribution or payment to holders of Common Stock of the Company. The Dissolution Amount shall be paid pari passu with payments to holders of other outstanding SAFEs and Converting Securities that provide for similar priority of payment.
If the assets of the Company legally available for distribution to SAFE holders and other Converting Security holders are insufficient to permit payment of the full Dissolution Amount to the Investor together with all similar amounts payable to other SAFE holders and Converting Security holders, then each such holder (including the Investor) shall receive a pro rata share of the available assets, calculated based on the ratio that such holder's Purchase Amount (or equivalent investment amount) bears to the aggregate Purchase Amounts (or equivalent investment amounts) of all SAFE holders and Converting Security holders entitled to participate in such distribution.
Section 1(d): Termination
This SAFE will automatically terminate and be of no further force or effect (without relieving the Company of any obligations arising from a prior breach of, or non-compliance with, this SAFE prior to such termination) upon the earliest to occur of:
(i) the issuance of shares of Standard Preferred Stock (or Common Stock, as applicable) to the Investor pursuant to Section 1(a) or Section 1(b)(ii) hereof; or
(ii) the payment to the Investor, or the irrevocable setting aside for payment to the Investor, of amounts due to the Investor pursuant to Section 1(b)(i) or Section 1(c) hereof.
Upon termination of this SAFE, the Company shall have no further obligations to the Investor under this SAFE, except for any obligations that by their nature survive termination, including without limitation obligations under Section 7 (Miscellaneous) and any confidentiality or non-disclosure obligations.
SECTION 2: DEFINITIONS
As used in this SAFE, the following terms shall have the meanings set forth below:
"Capital Stock" means the Common Stock and all shares of Preferred Stock of the Company, including any series or class thereof, whether now existing or hereafter authorized.
"Capitalization" means the Company Capitalization as of immediately prior to the Equity Financing, determined on a fully diluted basis, and includes (i) all issued and outstanding shares of Capital Stock of the Company, (ii) all outstanding Options (on an as-exercised basis, regardless of whether such Options are vested or unvested), (iii) all Converting Securities (on an as-converted basis, including this SAFE), and (iv) all shares of Common Stock reserved and available for issuance under any equity incentive, stock option, stock purchase, or similar plan of the Company, including the 2022 Equity Incentive Plan, but excluding any unallocated shares remaining in the available option pool that have not been reserved for issuance under any such plan as of the date of calculation.
"Change of Control" means (i) any transaction or series of related transactions in which any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of members of the Company's Board of Directors; (ii) any consolidation, merger, or reorganization of the Company with or into another entity (other than a merger or consolidation effected exclusively to change the domicile of the Company or a merger in which the Company is the surviving entity and no change of control occurs) in which the outstanding voting securities of the Company are exchanged for or converted into cash, securities, or other consideration; or (iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company.
"Common Stock" means the Common Stock of the Company, par value $0.0001 per share, as authorized under the Company's Certificate of Incorporation, as the same may be amended from time to time.
"Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of: (i) all shares of Capital Stock issued and outstanding; (ii) all outstanding Options on an as-exercised basis (whether vested or unvested); (iii) all shares of Common Stock reserved and available for future issuance under equity incentive plans of the Company, including the Company's 2022 Equity Incentive Plan; and (iv) all Converting Securities on an as-converted basis (assuming conversion of all such Converting Securities, including this SAFE, at the applicable conversion terms). For the avoidance of doubt, the Company Capitalization is calculated on a pre-money basis, meaning that it does not include any shares to be issued in the Equity Financing to new investors investing new cash (as opposed to converting existing instruments).
"Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.
"Converting Securities" means this SAFE and any other outstanding SAFEs, convertible promissory notes, or other convertible instruments issued by the Company that are convertible into shares of Capital Stock, whether now outstanding or hereafter issued prior to the Equity Financing.
"Equity Financing" has the meaning set forth in Section 1(a) hereof.
"Initial Public Offering" means the closing of the Company's first firm commitment underwritten initial public offering of shares of Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-1 or any successor form thereto (other than a registration statement relating solely to employee benefit plans, a transaction contemplated by Rule 145 under the Securities Act, or any other registration that is not a firm commitment underwritten offering).
"Liquidity Capitalization" means the Company Capitalization, as defined above, calculated as of immediately prior to the closing of the Liquidity Event (rather than immediately prior to an Equity Financing), and otherwise determined in the same manner as the Company Capitalization.
"Liquidity Event" has the meaning set forth in Section 1(b) hereof.
"Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.
"Options" means all outstanding options, warrants, or other rights to subscribe for or purchase shares of Capital Stock of the Company, or securities convertible into or exchangeable for shares of Capital Stock, whether vested or unvested, including all options granted under the Company's 2022 Equity Incentive Plan and any successor plan thereto.
"Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).
"Preferred Stock" means any series of preferred stock of the Company, as authorized under the Company's Certificate of Incorporation, as the same may be amended from time to time.
"Purchase Amount" means One Million One Hundred Thousand Dollars ($1,100,000), being the aggregate amount paid by the Investor to the Company in consideration of this SAFE.
"SAFE" means this Simple Agreement for Future Equity, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
"Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.
"Standard Preferred Stock" means the shares of a series of Preferred Stock issued to investors investing new money (i.e., cash consideration, and not conversion of pre-existing instruments) in the Company in connection with the initial closing (or any subsequent closing) of the Equity Financing.
SECTION 3: COMPANY REPRESENTATIONS
The Company hereby represents and warrants to the Investor as of the date hereof as follows:
Section 3(a): Organization, Good Standing, and Qualification
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets, to carry on its business as currently conducted and as presently proposed to be conducted, and to enter into, deliver, and perform its obligations under this SAFE. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have a material adverse effect on the Company's business, properties, assets, financial condition, or results of operations.
Section 3(b): Authorization
All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of all obligations of the Company under this SAFE, including the reservation and issuance of shares of Capital Stock upon conversion hereof, has been taken or will be taken prior to such issuance. This SAFE, when executed and delivered by the Company, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Without limiting the generality of the foregoing, the Company's Board of Directors has authorized the issuance of this SAFE and other SAFEs in the Company's current financing round in an aggregate principal amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), pursuant to a Board Written Consent dated August 30, 2023, a copy of which has been made available to the Investor.
Section 3(c): Compliance with Other Instruments
The execution, delivery, and performance of this SAFE, and the consummation of the transactions contemplated hereby, will not (i) result in any violation of or conflict with the Company's Certificate of Incorporation (as amended or restated) or Bylaws (as amended or restated), (ii) result in any violation of, be in conflict with, or constitute a default under, any material agreement, contract, instrument, judgment, order, writ, decree, or statute, rule, or regulation applicable to the Company, or (iii) result in the creation of any lien, charge, security interest, or encumbrance upon any of the properties or assets of the Company. The Company is not in violation of or default under its Certificate of Incorporation or Bylaws or any material agreement, contract, or obligation to which it is a party or by which it or any of its properties or assets is bound, except for such violations or defaults that, individually or in the aggregate, would not have a material adverse effect on the Company.
Section 3(d): Valid Issuance of Securities
The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be duly authorized, validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, charges, restrictions, and security interests of any kind, other than restrictions on transfer under this SAFE, under applicable state and federal securities laws, and under the Company's Certificate of Incorporation and Bylaws. The Company has reserved or will reserve from its duly authorized Capital Stock the maximum number of shares of Capital Stock issuable upon conversion of this SAFE.
Section 3(e): Capitalization
As of the date of this SAFE, the authorized, issued, and outstanding capital stock of the Company, and the securities reserved for future issuance, are as set forth below and in the Company's records, which the Company represents to be accurate and complete in all material respects:
(i) Authorized Common Stock: 10,000,000 shares of Common Stock, par value $0.0001 per share, of which 8,600,000 shares are issued and outstanding as of the date hereof.
(ii) 2022 Equity Incentive Plan: 1,200,000 shares of Common Stock have been reserved for issuance under the Company's 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares remain available for future grants.
(iii) Pre-Seed SAFEs: The Company has previously issued SAFEs to pre-seed investors in the aggregate amount of One Million Two Hundred Thousand Dollars ($1,200,000), with a post-money valuation cap of Eight Million Dollars ($8,000,000), which SAFEs remain outstanding as of the date hereof.
(iv) Current Round SAFEs: In addition to this SAFE, the Company has issued or is concurrently issuing the following SAFEs on substantially the same terms and conditions as this SAFE (i.e., at a post-money valuation cap of $28,000,000 with no discount): (A) a SAFE to Vantage Peak Ventures Fund II, L.P. in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000); and (B) a SAFE to Ridgeline Angel Fund, L.P. in the amount of One Million Two Hundred Thousand Dollars ($1,200,000).
Except as set forth above, there are no outstanding shares of Capital Stock, Options, warrants, convertible securities, or other rights to acquire Capital Stock of the Company. The Company has not authorized or agreed to authorize any other equity incentive plan other than the 2022 Equity Incentive Plan.
SECTION 4: INVESTOR REPRESENTATIONS
The Investor hereby represents and warrants to the Company as of the date hereof as follows:
Section 4(a): Accredited Investor
The Investor represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The Investor has furnished or will furnish to the Company such information and documentation as the Company may reasonably request to verify the Investor's status as an accredited investor, including without limitation a completed accredited investor questionnaire.
Section 4(b): Investment Experience
The Investor has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the investment in this SAFE and the securities issuable upon conversion hereof, and has the ability to bear the economic risks of its investment. The Investor has been given the opportunity to ask questions of, and receive answers from, the Company's officers and directors concerning the terms and conditions of this investment and the Company's business, operations, financial condition, and prospects, and has received such information as the Investor considers necessary or appropriate for deciding whether to make this investment.
Section 4(c): Investment Intent
The Investor is acquiring this SAFE and any securities issuable upon conversion hereof for investment for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof in violation of the Securities Act. The Investor does not presently have any agreement, plan, or understanding, directly or indirectly, with any person to distribute or effect any distribution of this SAFE or the securities issuable upon conversion hereof. The Investor understands that the SAFE and the underlying securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available.
Section 4(d): No General Solicitation
The Investor acknowledges that the offering of this SAFE was not made to the Investor by means of any form of general solicitation or general advertising, including without limitation (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television, radio, or the internet, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. The Investor's investment decision was based solely on personal contact and direct communication with the Company or its authorized representatives.
Section 4(e): Authority
The Investor has full legal right, power, and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this SAFE by the Investor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Investor, including any required approvals of the Investor's members, managers, or other governing bodies. Lena Petrova, in her capacity as Managing Member of Canopy Growth Capital LLC, has the full power and authority to execute this SAFE on behalf of the Investor and to bind the Investor to the terms and conditions hereof.
Section 4(f): Restrictions on Transfer
The Investor acknowledges and understands that this SAFE and any securities issuable upon conversion hereof have not been, and will not be, registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance on federal and state exemptions for transactions not involving a public offering. The Investor further acknowledges that, due to the lack of registration, this SAFE and the underlying securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of unless (i) a registration statement under the Securities Act with respect to such securities is then in effect, or (ii) the Company has received an opinion of counsel satisfactory to the Company that such transfer may lawfully be made without registration under the Securities Act and applicable state securities laws. The Investor understands that any certificates or book-entry notations representing the securities issued upon conversion of this SAFE will bear customary restrictive legends reflecting the foregoing restrictions.
SECTION 5: MFN PROVISION (MOST FAVORED NATION)
If, after the date of this SAFE and prior to the conversion or termination of this SAFE pursuant to Section 1 hereof, the Company issues any SAFE, convertible promissory note, or other convertible security (each, a "Subsequent Convertible Security") to any investor or group of investors that contains terms that are, taken as a whole, more favorable to the holder or holders thereof than the terms of this SAFE are to the Investor, then the Investor shall have the right, but not the obligation, to elect to amend this SAFE to incorporate any or all of such more favorable terms in lieu of the corresponding terms of this SAFE.
For purposes of this Section 5, the determination of whether the terms of a Subsequent Convertible Security are "more favorable" shall be made by comparing the economic terms of such Subsequent Convertible Security to the economic terms of this SAFE, including without limitation (i) the valuation cap (including any reduction in the applicable valuation cap), (ii) any discount rate applicable to the conversion of such Subsequent Convertible Security (including the introduction of a discount rate where none previously existed), (iii) the conversion mechanics and methodology for calculating the conversion price, and (iv) any other material economic terms that affect the number of shares of Capital Stock issuable upon conversion or the effective price per share at which such conversion occurs.
The Company shall promptly (and in no event later than ten (10) business days following such issuance) provide the Investor with written notice of the issuance of any Subsequent Convertible Security, together with copies of all relevant transaction documents and a description of the material terms thereof, including any side letters or ancillary agreements that affect the economic terms of such Subsequent Convertible Security. The Investor shall have thirty (30) days following receipt of such notice and documentation to notify the Company in writing of its election to amend this SAFE to incorporate the more favorable terms. If the Investor timely delivers such election notice, the Company and the Investor shall promptly execute an amendment to this SAFE reflecting the incorporation of such more favorable terms, effective as of the date of issuance of the Subsequent Convertible Security.
For the avoidance of doubt, the MFN right set forth in this Section 5 applies solely to economic terms as described above and does not extend to non-economic terms such as information rights, board observer rights, or other governance or contractual provisions that may be included in a Subsequent Convertible Security or its related transaction documents.
SECTION 6: INFORMATION RIGHTS
So long as this SAFE remains outstanding and has not been converted or terminated pursuant to Section 1 hereof, the Company shall provide to the Investor the following information:
(i) Annual Financial Statements. Within ninety (90) days after the end of each fiscal year of the Company, unaudited annual financial statements of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, including a balance sheet, an income statement, a statement of cash flows, and a statement of stockholders' equity, in each case in reasonable detail.
(ii) Quarterly Financial Statements. Within forty-five (45) days after the end of each fiscal quarter of the Company (other than the fourth fiscal quarter, which shall be covered by the annual financial statements), unaudited quarterly financial statements of the Company for such fiscal quarter, prepared in accordance with generally accepted accounting principles consistently applied, including a balance sheet, an income statement, and a statement of cash flows, in each case in reasonable detail. Such quarterly financial statements shall include a comparison to the Company's budget or operating plan for such period, if available.
(iii) Additional Information. Such other financial or operational information as the Investor may reasonably request from time to time, subject to the Company's reasonable ability to provide such information without undue burden or expense.
The information rights set forth in this Section 6 are subject to the Investor's execution, upon request by the Company, of a customary confidentiality and non-disclosure agreement in a form reasonably acceptable to both Parties, restricting the Investor's use and disclosure of confidential information received from the Company to the Investor's internal business purposes related to its investment in the Company. The Investor acknowledges that the financial information provided pursuant to this Section 6 may constitute material non-public information and agrees to comply with all applicable securities laws regarding the use and disclosure of such information.
The information rights granted under this Section 6 shall terminate upon the earliest to occur of (a) the conversion of this SAFE into shares of Capital Stock pursuant to Section 1(a) or Section 1(b)(ii) hereof (at which point the Investor's information rights, if any, shall be governed by the investors' rights agreement or similar agreement executed in connection with such conversion), (b) the payment of amounts due to the Investor pursuant to Section 1(b)(i) or Section 1(c) hereof, or (c) the termination of this SAFE pursuant to Section 1(d) hereof.
SECTION 7: MISCELLANEOUS
Section 7(a): Amendments and Waivers
Any term of this SAFE may be amended, and the observance of any term of this SAFE may be waived (either generally or in a particular instance, and either retroactively or prospectively), only with the written consent of the Company and the Investor. No amendment or waiver of any provision of this SAFE shall be effective unless set forth in a written instrument signed by both the Company and the Investor. Any waiver or amendment effected in accordance with this Section 7(a) shall be binding upon the Company, the Investor, and their respective successors and assigns. No failure or delay on the part of either Party in exercising any right, power, or privilege under this SAFE shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 7(b): Governing Law
This SAFE shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 7(c): Disputes; Jurisdiction
Any dispute, claim, controversy, or cause of action arising out of or relating to this SAFE or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if both such courts lack subject matter jurisdiction, the United States District Court for the District of Delaware). Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such dispute, claim, controversy, or cause of action, and irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper, or that this SAFE may not be enforced in or by such courts. Each Party agrees that service of process in any such proceeding may be made by certified or registered mail, return receipt requested, directed to such Party at its address set forth in Section 7(e), and such service shall be deemed effective upon receipt.
Section 7(d): Entire Agreement
This SAFE, together with the schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, correspondence, and communications of the Parties, whether written or oral, with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein, with respect to the subject matter hereof. Each Party acknowledges that it has not relied on any representation, warranty, or other statement of the other Party not set forth in this SAFE.
Section 7(e): Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this SAFE shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when sent by email (with confirmation of receipt), (iii) one (1) business day after being sent by nationally recognized overnight courier service (with tracking and proof of delivery), or (iv) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
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
If to the Investor:
Canopy Growth Capital LLC 1455 Market Street, Suite 600 San Francisco, California 94103
Attention: Lena Petrova, Managing Member
Email: lena@canopygrowthcap.com
Either Party may change its address for the purpose of this Section 7(e) by giving written notice of such change to the other Party in the manner set forth above.
Section 7(f): Severability
If any provision of this SAFE, or the application thereof to any person, entity, or circumstance, is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision or any other application of this SAFE, and all other provisions and applications of this SAFE shall not be affected thereby and shall remain in full force and effect. Upon any determination that any provision of this SAFE is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this SAFE 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 may be consummated as originally contemplated to the greatest extent possible.
Section 7(g): Successors and Assigns
This SAFE and the rights and obligations hereunder shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. The Investor may not assign, transfer, pledge, hypothecate, or otherwise dispose of this SAFE or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void and of no force or effect. The Company may assign its rights and obligations under this SAFE to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets, provided that such successor entity assumes all of the Company's obligations under this SAFE in writing.
Section 7(h): Tax Treatment
The Company and the Investor agree to treat this SAFE as a variable prepaid forward contract for United States federal income tax purposes and shall not take any position inconsistent with such treatment on any tax return or in any tax proceeding, unless otherwise required by a final determination (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended) or by a change in applicable law. Each Party shall be responsible for its own tax obligations arising from or in connection with this SAFE and the transactions contemplated hereby. Nothing in this SAFE shall be construed to constitute tax advice from either Party to the other, and each Party is encouraged to consult with its own tax advisors regarding the tax consequences of this SAFE.
Section 7(i): Counterparts
This SAFE may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and have the same force and effect as an original wet-ink signature.
Section 7(j): Waiver of Jury Trial
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS SAFE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SAFE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7(j).
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SIGNATURE PAGE TO SAFE (Simple Agreement for Future Equity)
IN WITNESS WHEREOF, the Parties have executed this SAFE as of the date first written above.
COMPANY:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: September 29, 2023
INVESTOR:
CANOPY GROWTH CAPITAL LLC
By: ________
Name: Lena Petrova
Title: Managing Member
Date: September 29, 2023
SCHEDULE A
KEY TERMS SUMMARY
The following is a summary of the key terms of this SAFE. In the event of any conflict or inconsistency between this Schedule A and the terms of the SAFE to which it is attached, the terms of the SAFE shall control.
SCHEDULE B
WIRE TRANSFER INSTRUCTIONS
Pursuant to this SAFE, the Investor shall remit funds in the amount of the Purchase Amount by wire transfer of immediately available funds to the following account designated by the Company:
Confirmation of Receipt of Funds
The Company hereby confirms and acknowledges that funds in the amount of One Million One Hundred Thousand Dollars ($1,100,000) were received from the Investor via wire transfer to the account designated above on September 29, 2023. Upon receipt of such funds, this SAFE became effective and binding upon the Parties in accordance with its terms.
ACKNOWLEDGED AND CONFIRMED:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: September 29, 2023
END OF DOCUMENT — SAFE (SIMPLE AGREEMENT FOR FUTURE EQUITY) — LUMOS ANALYTICS INC. / CANOPY GROWTH CAPITAL LLC — EXECUTED SEPTEMBER 29, 2023
Term | Detail
Purchase Amount | $1,100,000 (One Million One Hundred Thousand Dollars)
Post-Money Valuation Cap | $28,000,000 (Twenty-Eight Million Dollars)
discount Rate | None
Minimum Equity Financing Threshold | $1,000,000 (One Million Dollars), excluding all Converting Securities
MFN Provision | Yes — See Section 5
Pro Rata Rights Side Letter | Not included for this Investor
Information Rights | Yes — See Section 6 (annual and quarterly unaudited financials)
Governing Law | State of Delaware
Dispute Resolution | Exclusive jurisdiction in Delaware state and federal courts
Tax Treatment | Prepaid forward contract for U.S. federal income tax purposes
Company | Lumos Analytics Inc. (Delaware corporation)
Investor | Canopy Growth Capital LLC (Delaware limited liability company)
Effective Date | September 29, 2023
Field | Detail
Receiving Bank | Silicon Valley Commerce Bank
Bank Address | 3003 Tasman Drive, Santa Clara, California 95054
Account Name | Lumos Analytics Inc.
Account Number | 8801-4427-3390
ABA Routing Number | Contact Company for routing instructions
Wire Reference | Canopy Growth Capital LLC SAFE — September 2023

SAFE

PREAMBLE

RECITALS

SECTION 1: EVENTS

SECTION 2: DEFINITIONS

SECTION 3: COMPANY REPRESENTATIONS

SECTION 4: INVESTOR REPRESENTATIONS

SECTION 5: MFN PROVISION (MOST FAVORED NATION)

SECTION 6: INFORMATION RIGHTS

SECTION 7: MISCELLANEOUS

COMPANY:

LUMOS ANALYTICS INC.

INVESTOR:

CANOPY GROWTH CAPITAL LLC

SCHEDULE A

KEY TERMS SUMMARY

SCHEDULE B

WIRE TRANSFER INSTRUCTIONS

ACKNOWLEDGED AND CONFIRMED:

LUMOS ANALYTICS INC.

Record

Parties

Dates

Amounts