SAFE

SAFE
(Simple Agreement for Future Equity)
Post-Money Valuation Cap; No discount
Based on the Calderon Partners LLC Post-Money SAFE template (modified)
Dated as of September 22, 2023
THIS SAFE (Simple Agreement for Future Equity) (this "SAFE") is entered into as of September 22, 2023 (the "Effective Date"), by and between:
LUMOS ANALYTICS INC., a Delaware corporation (the "Company"), with its principal office located at 340 Folsom Street, Suite 1100, San Francisco, CA 94105;
and
RIDGELINE ANGEL FUND, L.P., a Delaware limited partnership (the "Investor"), acting by and through its general partner, Ridgeline Angel Management LLC, with its principal office located at 55 Liberty Street, Suite 800, New York, NY 10005.
The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a privately held corporation organized under the laws of the State of Delaware engaged in the business of developing and commercializing data analytics and machine learning software solutions;
WHEREAS, the Investor desires to provide certain capital to the Company in the amount of One Million Two Hundred Thousand Dollars ($1,200,000) (the "Purchase Amount"), and the Company desires to provide the Investor with the right to certain shares of the Company's capital stock, subject to the terms and conditions set forth herein;
WHEREAS, this instrument constitutes a "SAFE" and is entered into as of the date first written above, September 22, 2023, on the terms and subject to the conditions described herein;
WHEREAS, the Purchase Amount shall be delivered by the Investor to the Company by wire transfer of immediately available funds to the account designated by the Company in Exhibit A attached hereto, which shall be due within five (5) business days following the execution of this SAFE;
WHEREAS, this SAFE is one of a series of SAFEs being issued by the Company in a financing round (the "SAFE Round"), and the Company may issue additional SAFEs on substantially similar terms or on other terms in connection with such financing round or otherwise; and
WHEREAS, the Parties wish to set forth the terms and conditions upon which the Purchase Amount shall be invested and upon which the Investor shall receive equity in the Company.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor agree as follows:
SECTION 1: EVENTS
1(a) Equity Financing
If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert into shares of Safe Preferred Stock as follows:
(i) The Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
(ii) The Conversion Price for purposes of this Section 1(a) shall be the price per share equal to the Post-Money Valuation Cap ($28,000,000) divided by the Company Capitalization (each as defined in Section 2 below).
(iii) For the avoidance of doubt, the number of shares of Safe Preferred Stock issuable to the Investor upon conversion shall be calculated as follows:
Number of Shares = $1,200,000 ÷ Conversion Price
where
Conversion Price = $28,000,000 ÷ Company Capitalization
(iv) For purposes of this SAFE, "Equity Financing" means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation, with aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding the conversion of this SAFE, all other SAFEs, and any other convertible instruments then outstanding.
(v) In connection with the automatic conversion of this SAFE upon an Equity Financing, the Investor will execute and deliver to the Company all transaction documents related to the Equity Financing, including, without limitation, a stock purchase agreement, investors' rights agreement, voting agreement, right of first refusal and co-sale agreement, and any other ancillary agreements, in each case on the same terms and conditions as those entered into by the other investors in the Equity Financing (the "Equity Financing Documents"); provided, however, that the Investor shall not be required to agree to any terms or conditions that are more restrictive or burdensome than those applicable to the other investors participating in such Equity Financing, other than differences arising solely from the Conversion Price applicable to this SAFE.
(vi) The issuance of Safe Preferred Stock to the Investor under this Section 1(a) shall be deemed to occur simultaneously with the initial closing of the Equity Financing, regardless of when the Purchase Amount was originally delivered to the Company. Upon such issuance, this SAFE will be deemed to have been fully converted and will have no further force or effect.
1(b) Liquidity Event
If there is a Liquidity Event before the termination of this SAFE, the Investor may elect, at its sole option, to receive either of the following:
(i) Cash-Out Option. A cash payment equal to the Purchase Amount (i.e., One Million Two Hundred Thousand Dollars ($1,200,000)), payable to the Investor out of the consideration payable to the stockholders of the Company or out of the Company's assets, as applicable, at the closing of or promptly following the Liquidity Event; or
(ii) Conversion Option. A number of shares of the Company's Common Stock equal to the Purchase Amount divided by the Liquidity Price, where:
Number of Shares = $1,200,000 ÷ Liquidity Price
and
Liquidity Price = $28,000,000 ÷ Liquidity Capitalization
(iii) The Investor shall make its election under this Section 1(b) by delivering written notice to the Company no later than five (5) business days after the Company provides the Investor with written notice of the anticipated Liquidity Event, together with a description of the material terms of such event. If the Investor fails to deliver written notice of its election within such five (5) business day period, the Investor will be deemed to have elected the Conversion Option described in clause (ii) above.
(iv) For purposes of this Section 1(b), a "Liquidity Event" means either (A) a Change of Control (as defined in Section 2(b) below), or (B) an Initial Public Offering (as defined in Section 2(h) below).
(v) In connection with a Liquidity Event in which the Investor elects (or is deemed to have elected) the Conversion Option, the Company shall issue and deliver to the Investor certificates (or electronic book-entry statements) representing the shares of Common Stock issuable hereunder within ten (10) business days following the closing of such Liquidity Event. In connection with a Liquidity Event in which the Investor elects the Cash-Out Option, the Company shall pay the Purchase Amount to the Investor within ten (10) business days following the closing of such Liquidity Event by wire transfer of immediately available funds to an account designated in writing by the Investor.
(vi) If the Investor elects the Conversion Option, the Company will, to the extent applicable, undertake best efforts to cause the Common Stock issued to the Investor to be free and clear of any liens, claims, or encumbrances, other than restrictions arising under applicable federal and state securities laws and any lock-up restrictions imposed in connection with an Initial Public Offering (which lock-up restrictions shall be on terms no less favorable than those applicable to the Company's founders and executive officers).
1(c) Dissolution Event
If there is a Dissolution Event before the termination of this SAFE, and before any Liquidity Event or Equity Financing has occurred, the following provisions shall apply:
(i) The Company shall, subject to the priorities set forth herein, pay to the Investor an amount equal to the Purchase Amount (i.e., One Million Two Hundred Thousand Dollars ($1,200,000)) from the Remaining Assets (as defined in Section 2(n) below) available for distribution in connection with such Dissolution Event.
(ii) Notwithstanding the foregoing, the amount payable to the Investor under this Section 1(c) shall not exceed the amount that would be distributed per share to holders of the Company's Common Stock multiplied by the number of shares of Common Stock that would have been issuable to the Investor upon conversion of this SAFE at the Liquidity Price immediately prior to the Dissolution Event.
(iii) The SAFE obligations described in this Section 1(c) shall rank senior to any distributions made on account of the Company's Common Stock in connection with the Dissolution Event. However, the Company's obligations to the Investor under this Section 1(c) shall be subordinate to (A) the payment of all of the Company's outstanding debts and obligations owed to creditors (whether secured or unsecured), including trade payables, bank indebtedness, and other liabilities, and (B) any liquidation preferences of holders of the Company's Preferred Stock, if any, that are outstanding at the time of the Dissolution Event.
(iv) If the Remaining Assets are insufficient to permit payment in full of the Purchase Amount to the Investor and payment in full of any corresponding amounts owed to holders of all other SAFEs and convertible instruments of the Company that are entitled to similar payment priority, then all Remaining Assets available for such payments shall be distributed among the Investor and the holders of all other such SAFEs and convertible instruments on a pro rata basis, in proportion to the respective purchase amounts (or comparable investment amounts) paid by each holder.
(v) After the payment described in this Section 1(c) is made to the Investor (or would have been made but for the insufficiency of Remaining Assets), this SAFE will be deemed to have been fully satisfied, and this SAFE will have no further force or effect.
SECTION 2: DEFINITIONS
2(a) "Capital Stock" means all shares of the Company's capital stock issued and outstanding at the time of determination, on an as-converted basis (assuming conversion of all outstanding convertible securities other than this SAFE and the other SAFEs issued in the SAFE Round). Capital Stock includes all shares of Common Stock and all shares of Preferred Stock, if any, issued and outstanding at the applicable time of determination.
2(b) "Change of Control" means:
(i) a transaction or series of related transactions in which any "person" or "group" (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) acquires, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company (measured by voting power rather than number of shares), including by way of merger, consolidation, tender offer, exchange offer, or otherwise, other than a transaction in which the holders of the Company's outstanding voting securities immediately prior to such transaction continue to hold (in substantially the same proportions as their ownership immediately prior to the transaction) more than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity; or
(ii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company, in one transaction or a series of related transactions, other than a sale, lease, exclusive license, or other disposition to a wholly owned subsidiary of the Company.
2(c) "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of:
(1) all shares of Capital Stock issued and outstanding, which, as of the date of this SAFE, consists of 8,600,000 shares of Common Stock;
(2) all shares of Capital Stock reserved for issuance under any equity incentive or similar compensation plan of the Company, including the Company's 2022 Equity Incentive Plan, which, as of the date of this SAFE, has an aggregate of 1,200,000 shares reserved for issuance, of which 480,000 shares have been granted (whether vested or unvested) and 720,000 shares remain available for future grant;
(3) all shares of Capital Stock issuable upon conversion or exercise of all outstanding convertible instruments, including this SAFE and all other SAFEs issued by the Company (whether in the SAFE Round or otherwise), outstanding convertible promissory notes, warrants, and any other instruments convertible into or exercisable for Capital Stock.
For the avoidance of doubt, Company Capitalization does not include: (A) shares of Capital Stock issuable upon conversion of the SAFE being converted in the applicable Equity Financing (i.e., shares of Safe Preferred Stock issued to the Investor and to holders of other SAFEs converting in such Equity Financing are not counted in the denominator), or (B) any unissued shares reserved for issuance resulting from any increase to the option pool that is adopted in connection with, or contingent upon the closing of, the Equity Financing.
2(d) "Conversion Price" means the price per share equal to the Post-Money Valuation Cap ($28,000,000) divided by the Company Capitalization.
2(e) "Discount Rate" — Not applicable. This SAFE does not include a discount rate. The Conversion Price and the Liquidity Price shall each be determined solely by reference to the Post-Money Valuation Cap divided by the applicable capitalization measure, without the application of any discount.
2(f) "Dissolution Event" means:
(i) a voluntary termination of the Company's operations by resolution of the Company's Board of Directors or by vote of the Company's stockholders;
(ii) a general assignment for the benefit of the Company's creditors pursuant to applicable law; 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 this SAFE.
2(g) "Equity Financing" means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock at a fixed pre-money valuation, with aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000) (excluding the conversion of this SAFE, all other SAFEs, convertible promissory notes, and any other convertible instruments).
2(h) "Initial Public Offering" means the closing of the Company's first firm commitment underwritten initial public offering of the Company's 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.
2(i) "Investor" means Ridgeline Angel Fund, L.P., a Delaware limited partnership, whose general partner is Ridgeline Angel Management LLC, a Delaware limited liability company, with its principal office located at 55 Liberty Street, Suite 800, New York, NY 10005.
2(j) "Liquidity Capitalization" means the Company Capitalization, as calculated in accordance with Section 2(c) above, but additionally including: (A) all shares of Capital Stock reserved for issuance under any equity incentive or similar compensation plan of the Company that are not already included in the Company Capitalization, and (B) any shares of Capital Stock reserved for issuance resulting from any increase to the Company's option pool that is adopted in connection with, or contingent upon the closing of, the Liquidity Event. The Liquidity Capitalization is intended to represent the fully diluted capitalization of the Company as of immediately prior to the Liquidity Event, on an as-converted basis, including all outstanding and reserved shares.
2(k) "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap ($28,000,000) divided by the Liquidity Capitalization.
2(l) "Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000). The Post-Money Valuation Cap is the maximum effective valuation at which this SAFE will convert into equity securities of the Company. For the avoidance of doubt, if the price per share in an Equity Financing, when applied to the Company Capitalization, implies a valuation in excess of the Post-Money Valuation Cap, the Investor will receive shares at the Conversion Price (which is based on the Post-Money Valuation Cap), rather than at the per share price paid by the investors in the Equity Financing.
2(m) "Purchase Amount" means One Million Two Hundred Thousand Dollars ($1,200,000), the aggregate amount paid by the Investor to the Company in consideration for this SAFE.
2(n) "Remaining Assets" means the assets of the Company legally available for distribution to the Investor and the holders of the Company's Common Stock after the payment or provision for payment of all debts, obligations, and liabilities of the Company (whether contingent or otherwise), including all amounts owed to creditors, and after the payment of any liquidation preferences to holders of any outstanding shares of the Company's Preferred Stock that are entitled to preferential distributions upon a Dissolution Event.
2(o) "Safe Preferred Stock" means the shares of a series of Preferred Stock of the Company issued to the Investor in connection with an Equity Financing, having the identical rights, privileges, preferences, and restrictions as the shares of Preferred Stock issued to the other investors in such Equity Financing, other than with respect to: (A) the per share liquidation preference, which shall equal the Conversion Price (rather than the price per share paid by the other investors in the Equity Financing), and (B) the conversion price for purposes of the conversion of such Preferred Stock into Common Stock, which shall also equal the Conversion Price. Except as set forth in the preceding sentence, the Safe Preferred Stock shall have the same rights to dividends, voting, anti-dilution protection, and all other preferences and privileges as the series of Preferred Stock issued in the Equity Financing.
SECTION 3: COMPANY REPRESENTATIONS
The Company hereby represents and warrants to the Investor as of the date of this SAFE as follows:
3(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, with Delaware Secretary of State File No. 7394821. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. The Company is duly qualified or licensed to transact business and is in good standing in each jurisdiction in which the failure to so qualify or be licensed would have a material adverse effect on the Company's business, properties, or financial condition. The Company has the requisite corporate power and authority to execute and deliver this SAFE, to issue the securities contemplated hereby, and to perform its obligations hereunder.
3(b) Authorization. The execution, delivery, and performance of this SAFE by the Company, and the issuance and sale of this SAFE, have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Company's Board of Directors pursuant to that certain Written Consent of the Board of Directors of Lumos Analytics Inc. dated August 30, 2023. No further action, approval, or consent of any stockholder, creditor, regulatory body, or governmental authority is required for the Company to enter into and perform its obligations under this SAFE, other than such consents and approvals as have already been obtained and are in full force and effect.
3(c) Compliance with Other Instruments. The execution and delivery of this SAFE, the issuance and sale of this SAFE, and the performance by the Company of its obligations hereunder, do not and will not: (i) violate, conflict with, or result in a breach or default under any provision of the Company's Certificate of Incorporation (as may be amended or restated from time to time) or the Company's Bylaws (as may be amended or restated from time to time); (ii) violate any applicable federal, state, local, or foreign law, rule, regulation, order, judgment, or decree applicable to the Company; or (iii) result in a breach of, or constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, or result in the creation of any lien, security interest, charge, or encumbrance upon any of the properties or assets of the Company pursuant to any material agreement, instrument, or obligation to which the Company is a party or by which the Company or any of its properties or assets is bound.
3(d) Valid Issuance. The shares of Safe Preferred Stock, when issued, sold, and delivered in accordance with the terms of this SAFE for the Purchase Amount, will be validly issued, fully paid, and nonassessable, and free of restrictions on transfer other than restrictions on transfer under this SAFE and under applicable federal and state securities laws. The issuance of the Safe Preferred Stock will not be subject to any preemptive rights or rights of first refusal that have not been validly waived or complied with, and the Company has reserved or will reserve, prior to the conversion of this SAFE, a sufficient number of shares of its authorized but unissued Preferred Stock to permit the full conversion of this SAFE.
SECTION 4: INVESTOR REPRESENTATIONS
The Investor hereby represents and warrants to the Company as of the date of this SAFE as follows:
4(a) Accredited Investor Status. The Investor represents 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 "Securities Act"). The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment and of making an informed investment decision with respect thereto. The Investor has had the opportunity to ask questions of, and to receive answers from, the Company's officers and directors with respect to the terms and conditions of this investment and with respect to the business, operations, financial condition, and prospects of the Company, and all such questions have been answered to the Investor's satisfaction.
4(b) Investment Intent. The Investor is acquiring this SAFE, and upon conversion, the shares of Safe Preferred Stock (or Common Stock, as applicable) issuable upon conversion hereof (collectively, the "Securities"), for investment for the Investor's own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act by reason of specific exemptions from the registration requirements of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor's representations as expressed herein.
4(c) Restrictions on Transfer. The Investor acknowledges and agrees that this SAFE and the Securities issuable upon conversion hereof have not been registered under the Securities Act or under any state securities laws and that this SAFE and such Securities may not be offered, sold, assigned, pledged, hypothecated, or otherwise transferred or disposed of (each, a "Transfer") except: (i) pursuant to an effective registration statement under the Securities Act; (ii) pursuant to an available exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144 promulgated thereunder, if available); or (iii) in a transaction that is otherwise exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Investor further acknowledges that the certificates (or electronic book-entry statements) representing the Securities, when issued, will bear a restrictive legend reflecting the foregoing restrictions on transfer.
4(d) No General Solicitation. The Investor confirms that it was not identified or contacted through any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including, but not limited to, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the internet (including via social media), or any seminar or meeting whose attendees were invited by any such general solicitation or general advertising.
4(e) Authority. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has full legal capacity, power, and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. David Choi, in his capacity as Managing Partner of Ridgeline Angel Management LLC, a Delaware limited liability company (the general partner of Ridgeline Angel Fund, L.P.), is duly authorized to execute and deliver this SAFE on behalf of the Investor, and no additional authorization, consent, or approval of any partner, member, or other person or entity is required in connection with the execution and delivery of this SAFE by the Investor or the performance of the Investor's obligations hereunder.
SECTION 5: MFN PROVISION (MOST FAVORED NATION)
5(a) If, at any time while this SAFE remains outstanding and has not been converted or terminated in accordance with its terms, the Company issues any SAFE or other convertible equity instrument (a "Subsequent SAFE") that contains terms or provisions that are more favorable to the holder of such Subsequent SAFE than the terms and provisions contained in this SAFE, as determined in the Investor's reasonable judgment, then the Investor shall be entitled, at the Investor's election, to amend this SAFE to incorporate any or all of such more favorable terms and provisions.
5(b) Without limiting the generality of the foregoing, the MFN right described in this Section 5 shall apply to any Subsequent SAFE issued by the Company that includes, among other things:
(i) a post-money valuation cap that is lower than the Post-Money Valuation Cap of this SAFE (i.e., lower than $28,000,000);
(ii) a discount rate applicable to the conversion of the Subsequent SAFE into equity securities of the Company;
(iii) additional investor-favorable provisions not contained in this SAFE, including, without limitation, pro rata rights, board observer rights, additional information rights, or other special rights or protections; or
(iv) any combination of the foregoing.
5(c) The Company shall promptly (and in any event within ten (10) business days) notify the Investor in writing of any Subsequent SAFE issuance and shall provide the Investor with a complete and unredacted copy of each such Subsequent SAFE. The Investor shall have thirty (30) days following receipt of such notice and copy to notify the Company in writing of its election to amend this SAFE to incorporate any or all of the more favorable terms of the Subsequent SAFE. Upon delivery of such election notice by the Investor, this SAFE shall be deemed automatically amended to incorporate the specified more favorable terms, effective as of the date of issuance of the Subsequent SAFE, without the need for any further action by the Company or the Investor (other than execution of a written amendment to memorialize such changes, which the Company agrees to execute promptly upon the Investor's request).
5(d) The MFN right described in this Section 5 shall terminate upon the earlier to occur of (i) the conversion of this SAFE into Safe Preferred Stock or Common Stock in accordance with Section 1 above, or (ii) the termination of this SAFE in accordance with its terms.
SECTION 6: MISCELLANEOUS
6(a) Information Rights
The Investor shall be entitled to receive from the Company, upon written request delivered to the Company but no more than once per calendar quarter, the following information:
(i) Financial Statements. Unaudited financial statements of the Company, consisting of (A) a balance sheet as of the end of the most recently completed fiscal quarter, (B) a statement of income (or loss) for the most recently completed fiscal quarter and for the year-to-date period then ended, and (C) a statement of cash flows for the most recently completed fiscal quarter and for the year-to-date period then ended, in each case prepared in accordance with generally accepted accounting principles consistently applied, subject to the absence of footnotes and to normal year-end audit adjustments.
(ii) Capitalization Table. An updated capitalization table of the Company reflecting all outstanding shares of Capital Stock, all outstanding options, warrants, and other convertible securities, and the Company's fully diluted share count, as of the end of the most recently completed fiscal quarter.
(iii) Business Update. A brief written report on the Company's operations, business progress, and material developments, including a summary of key operating metrics, customer and revenue growth, significant partnerships or contractual arrangements, and any material risks or challenges facing the Company.
The information rights set forth in this Section 6(a) shall terminate upon the earlier of (x) the conversion of this SAFE into Safe Preferred Stock or Common Stock in accordance with Section 1 above, or (y) a Liquidity Event. Upon conversion of this SAFE in an Equity Financing, the Investor's information rights (if any) shall be governed by the Equity Financing Documents.
All information provided by the Company to the Investor pursuant to this Section 6(a) shall be treated as confidential and proprietary information of the Company. The Investor agrees not to disclose any such information to any third party, except: (A) to the Investor's partners, members, officers, directors, employees, advisors, attorneys, accountants, or other agents who have a need to know such information in connection with the Investor's investment in the Company and who are bound by obligations of confidentiality no less restrictive than those set forth herein; (B) as required by applicable law, regulation, or legal process (provided that the Investor shall, to the extent permitted by law, provide the Company with prompt written notice of such requirement so as to enable the Company to seek a protective order or other appropriate remedy); or (C) with the prior written consent of the Company.
6(b) Transfer Restrictions
This SAFE and the rights of the Investor hereunder are not transferable or assignable, in whole or in part, without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion; provided, however, that the Investor may, without the Company's prior written consent, transfer this SAFE:
(i) to any affiliate of the Investor (where "affiliate" means any entity that controls, is controlled by, or is under common control with the Investor);
(ii) to any other fund or investment vehicle managed by the same general partner as the Investor (i.e., Ridgeline Angel Management LLC) or by an affiliate of such general partner; or
(iii) by operation of law, including by merger, consolidation, or other reorganization of the Investor.
Any transferee pursuant to clauses (i), (ii), or (iii) above shall, as a condition to such transfer, execute a written agreement to be bound by all of the terms and conditions of this SAFE. Any purported transfer or assignment of this SAFE or the rights hereunder in violation of this Section 6(b) shall be null and void and of no force or effect.
6(c) Amendment and Waiver
This SAFE may be amended, modified, or supplemented, and any provision of this SAFE may be waived, only by a written instrument duly executed by both the Company and the Investor. No failure or delay by any Party in exercising any right, power, or privilege under this SAFE shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
6(d) No Stockholder Rights
The Investor shall not be entitled, by virtue of holding this SAFE, to any rights or privileges of a stockholder of the Company, including, without limitation, any right to vote on any matter submitted to a vote of the stockholders of the Company, any right to receive dividends or other distributions, any right to receive notice of or attend stockholder meetings, any preemptive right, or any right of inspection or appraisal, in each case until and unless shares of Safe Preferred Stock or Common Stock are actually issued to the Investor upon conversion of this SAFE in accordance with Section 1 above. This SAFE shall not be deemed to be a stock or equity security for purposes of the Delaware General Corporation Law. Nothing in this SAFE shall be construed to confer upon the Investor the status of, or any rights as, a stockholder, creditor, or otherwise, except as expressly set forth herein.
6(e) Governing Law
This SAFE, and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this SAFE, or the negotiation, execution, or performance of this SAFE, shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any choice 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.
6(f) Dispute Resolution
Any dispute, claim, or controversy arising under or in connection with this SAFE, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be brought and resolved exclusively in 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). Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purposes of any such dispute, claim, or controversy, and each Party irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue in any such court and any claim that any such dispute, claim, or controversy brought in any such court has been brought in an inconvenient forum.
6(g) Severability.  If any provision of this SAFE is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this SAFE, and this SAFE shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
6(h) Notices.  All notices, requests, consents, demands, and other communications required or permitted under this SAFE shall be in writing and shall be deemed to have been duly given and effective: (i) when delivered personally to the Party to be notified; (ii) when sent by confirmed electronic mail (with written confirmation of receipt by the receiving Party, which may include a read receipt or reply email); or (iii) one (1) business day after deposit with a nationally recognized overnight courier service, prepaid, specifying next-business-day delivery, with written verification of receipt, in each case addressed to the Party to be notified at the following address (or at such other address as such Party may designate by written notice to the other Party in accordance with this Section 6(h)):
If to the Company:
Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, CA 94105
Attn: Priya Narasimhan, Chief Executive Officer
Email: priya@lumosanalytics.com
If to the Investor:
Ridgeline Angel Fund, L.P. 55 Liberty Street, Suite 800 New York, NY 10005
Attn: David Choi, Managing Partner
Email: dchoi@ridgelineangel.com
6(i) Entire Agreement
This SAFE, together with any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings of any kind, whether written or oral, between the Parties with respect to the subject matter hereof. Neither Party has relied upon any statement, representation, warranty, or agreement of the other Party except for those expressly set forth in this SAFE.
6(j) Counterparts.  This SAFE may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including via Brightwater Software, HelloSign, or similar electronic signature platforms), shall be deemed to be original signatures for all purposes and shall be binding and enforceable to the same extent as original ink signatures.
6(k) Successors and Assigns
This SAFE shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, administrators, executors, and permitted assigns, in accordance with the terms of this SAFE, including the transfer restrictions set forth in Section 6(b) above.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO SAFE (Simple Agreement for Future Equity) Post-Money Valuation Cap; No discount
IN WITNESS WHEREOF, the undersigned have caused this SAFE to be duly executed and delivered as of the date first written above.
COMPANY:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: September 22, 2023
Address: 340 Folsom Street, Suite 1100
San Francisco, CA 94105
EIN: 87-3491026
INVESTOR:
RIDGELINE ANGEL FUND, L.P.
By: Ridgeline Angel Management LLC, its General Partner
By: ________
Name: David Choi
Title: Managing Partner
Date: September 22, 2023
Address: 55 Liberty Street, Suite 800
New York, NY 10005
Purchase Amount: $1,200,000 (One Million Two Hundred Thousand Dollars) Post-Money Valuation Cap: $28,000,000 (Twenty-Eight Million Dollars)
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
The Purchase Amount of $1,200,000 shall be delivered by wire transfer of immediately available funds to the following account:
Bank Name: Harborview Savings Bank (a division of Strathmore Financial) ABA/Routing No.: 121140399 Account Name: Lumos Analytics Inc. Account No.: 33018724610 Reference: SAFE — Ridgeline Angel Fund, L.P.
The Investor shall provide written confirmation to the Company upon initiation of the wire transfer by sending a copy of the wire transfer confirmation to:
Priya Narasimhan, CEO Lumos Analytics Inc.
Email: priya@lumosanalytics.com
CONFIDENTIAL — This document and the information contained herein are confidential and proprietary to Lumos Analytics Inc. and Ridgeline Angel Fund, L.P. and are provided solely for purposes of the transaction described herein. Unauthorized reproduction, distribution, or disclosure of this document or any portion thereof is strictly prohibited.