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 12, 2023

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

This SAFE (this "SAFE") is entered into as of September 12, 2023, 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 offices located at 340 Folsom Street, Suite 1100, San Francisco, California 94105;

and

Vantage Peak Ventures Fund II, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the "Investor"), with its principal offices located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025.

RECITALS

WHEREAS, the Investor desires to provide funding to the Company in exchange for this instrument, and the Company desires to accept such funding on the terms and conditions set forth herein;

WHEREAS, in consideration of the payment by the Investor of the Purchase Amount (as defined below) to the Company, the Company hereby issues to the Investor the right to certain shares of the Company's Capital Stock, subject to the terms and conditions described herein;

WHEREAS, the Purchase Amount shall be Three Million Five Hundred Thousand Dollars ($3,500,000);

WHEREAS, the Post-Money Valuation Cap applicable to this SAFE shall be Twenty-Eight Million Dollars ($28,000,000);

WHEREAS, no discount Rate shall apply to this SAFE;

WHEREAS, this SAFE is one of a series of SAFEs (collectively, the "Round") issued or to be issued by the Company on substantially similar terms in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000);

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

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 the number of shares of the series of Preferred Stock sold in the Equity Financing equal to the Purchase Amount divided by the Conversion Price. The issuance of such shares to the Investor shall be on the same terms and conditions applicable to the shares of Preferred Stock sold to the other investors in the Equity Financing, subject only to the conversion price calculation set forth herein.

For the avoidance of doubt, the Company may, at its sole option, elect to issue to the Investor shares of a "shadow series" of Preferred Stock having substantially identical rights, privileges, preferences, and restrictions as the shares of Preferred Stock sold in the Equity Financing, differing only in that the per-share liquidation preference and the per-share conversion price of such shadow series shall equal the Conversion Price (and the aggregate liquidation preference of such shadow series shall equal the Purchase Amount).

As used herein, "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 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 SAFEs, convertible promissory notes, and any other convertible instruments then outstanding.

The number of shares of Preferred Stock (or shadow series Preferred Stock) issuable to the Investor upon conversion of this SAFE shall be calculated by dividing (x) the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) by (y) the Conversion Price, where the "Conversion Price" means the price per share equal to the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization (as defined in Section 2(c) below).

In the event of an Equity Financing, the conversion of this SAFE shall occur automatically and without any further action on the part of the Investor, and the Investor shall execute and deliver to the Company all transaction documents related to the Equity Financing as may be reasonably requested by the Company, including, without limitation, a stock purchase agreement, an investors' rights agreement, a right of first refusal and co-sale agreement, and a voting agreement, in each case consistent with the terms applicable to the other purchasers in the Equity Financing. The Investor's obligation to execute such documents shall be conditioned upon such documents containing terms and conditions no less favorable to the Investor than those provided to the other investors in the Equity Financing (other than the per-share purchase price, which shall be determined by the Conversion Price).

1(b) Liquidity Event.

If there is a Liquidity Event before the termination of this SAFE, the Investor shall, at its option, either:

(i) receive from the Company a cash payment equal to the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (a "Cash-Out Election"); or

(ii) automatically receive from the Company a number of shares of Common Stock of the Company equal to the Purchase Amount divided by the Liquidity Price (a "Conversion Election").

As used herein, "Liquidity Price" means the price per share equal to the lesser of (A) the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization, and (B) the price per share implied by the valuation of the Company at the time of the Liquidity Event (determined by reference to the aggregate consideration payable to or received by the Company's stockholders, or, in the case of a Direct Listing, by reference to the volume-weighted average price of the Company's Common Stock over the first ten (10) trading days following the effective date of the listing) divided by the Company Capitalization.

The cash payment or the issuance of shares of Common Stock, as applicable, shall be made to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If the Investor fails to make an election under this Section 1(b) within five (5) business days following the Company's written notice of the Liquidity Event, the Investor shall be deemed to have elected the Conversion Election under clause (ii) above.

In connection with any Cash-Out Election under clause (i) above, the Purchase Amount shall be paid to the Investor out of the consideration payable to the Company's stockholders in connection with such Liquidity Event, or, in the case of a Direct Listing, from the Company's cash on hand and/or the proceeds of any concurrent offering, subject in each case to the rights and preferences of holders of the Company's outstanding Preferred Stock (if any). In connection with 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.

1(c) Dissolution Event.

If there is a Dissolution Event before the termination of this SAFE, the Company shall pay an amount equal to the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to the Investor. Such payment shall be made from the Company's legally available funds, subject to the following order of priority:

(i) first, to the satisfaction of the Company's debts and obligations to its creditors, including without limitation all trade creditors, secured creditors, and holders of indebtedness;

(ii) second, to holders of the Company's outstanding Preferred Stock, in accordance with and subject to the liquidation preferences and other rights and privileges set forth in the Company's Certificate of Incorporation, as may be amended from time to time;

(iii) third, on a pari passu basis, to the Investor and to holders of all other outstanding SAFEs issued by the Company (including, without limitation, the pre-seed SAFEs described in Section 2(c) and any other SAFEs issued in connection with the Round), in proportion to the respective Purchase Amounts of such SAFEs;

(iv) fourth, to holders of shares of Common Stock of the Company.

As used herein, "Dissolution Event" means (i) a voluntary termination of operations of 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 event that constitutes a Liquidity Event.

If the Company's legally available funds are insufficient to permit the payment in full of the Purchase Amount to the Investor and all amounts owed to the holders of all other outstanding SAFEs, such funds shall be distributed among the Investor and such holders in proportion to the full amounts that would otherwise be payable to each.

1(d) Termination. This SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of, or non-compliance with, this SAFE) upon the earliest to occur of: (i) the issuance of shares of Capital Stock to the Investor pursuant to the automatic conversion of this SAFE upon an Equity Financing in accordance with Section 1(a); (ii) the issuance of shares of Common Stock to the Investor pursuant to a Conversion Election upon a Liquidity Event in accordance with Section 1(b)(ii); (iii) the payment in full of amounts due to the Investor pursuant to a Cash-Out Election upon a Liquidity Event in accordance with Section 1(b)(i); or (iv) the payment in full of amounts due to the Investor upon a Dissolution Event in accordance with Section 1(c).

Section 2. Definitions

2(a) "Capital Stock" means all shares of Common Stock and Preferred Stock of the Company, in each case treated on an as-converted-to-Common-Stock basis, including, without limitation, any shares of Capital Stock that are issuable upon the exercise of outstanding options, warrants, or other rights to acquire Capital Stock, and any shares of Capital Stock that are issuable upon the conversion of outstanding convertible securities (including, without limitation, SAFEs and convertible promissory notes).

2(b) "Change of Control" means:

(i) a 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 (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), 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) a merger, consolidation, or similar transaction involving the Company in which the stockholders of the Company immediately prior to such transaction do not own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity (or its parent) immediately following such transaction; or

(iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person or group of related persons.

2(c) "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, Liquidity Event, or Dissolution Event, as applicable, of:

(i) all shares of Capital Stock issued and outstanding as of the date of such event (which, as of the date of this SAFE, consists of 8,600,000 shares of Common Stock);

(ii) all shares of Common Stock reserved for issuance under the Company's 2022 Equity Incentive Plan (the "Plan") (which, as of the date of this SAFE, includes 1,200,000 shares reserved under the Plan, of which 480,000 shares are subject to outstanding options or other awards that have been granted and 720,000 shares remain available for future grant), in each case whether vested or unvested, issued or unissued, and including any shares of Common Stock that are subject to outstanding options, restricted stock awards, restricted stock units, or other equity awards granted under the Plan;

(iii) all shares of Capital Stock issuable upon conversion of all outstanding convertible securities of the Company, including, without limitation, this SAFE and all other SAFEs issued or to be issued in connection with the Round, as well as the Company's pre-seed SAFEs issued in August 2022 in an aggregate amount of One Million Two Hundred Thousand Dollars ($1,200,000) at a post-money valuation cap of Eight Million Dollars ($8,000,000) to the following holders: Ridgeline Angel Fund, L.P. (Purchase Amount of $500,000), Angela Forsythe (Purchase Amount of $300,000), Dr. Naveen Iyer (Purchase Amount of $250,000), and Sylvia Montero (Purchase Amount of $150,000); and

(iv) all other shares of Capital Stock reserved for issuance by the Company that are not captured by clauses (i) through (iii) above;

provided, however, that "Company Capitalization" shall exclude any increase to the number of shares of Capital Stock reserved for issuance under any equity incentive plan, stock option plan, or similar plan adopted or amended in connection with the Equity Financing.

For the avoidance of doubt, the Company Capitalization is calculated on a fully diluted basis and is intended to include all shares of Capital Stock underlying this SAFE and all other convertible instruments of the Company, such that the Conversion Price reflects the Investor's ownership on a post-money basis.

2(d) "Conversion Price" means the price per share equal to the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization, as determined at the time of the applicable conversion event.

2(e) "Direct Listing" means the Company's initial listing of its Common Stock (or its securities) on a national securities exchange (including, without limitation, the New York Stock Exchange or the Nasdaq Stock Market) by means of an effective registration statement on Form S-1 (or any successor form) filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"), other than a registration statement on Form S-1 filed solely in connection with an Equity Financing or the registration of securities issuable under an employee benefit plan.

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

2(g) "Liquidity Event" means a Change of Control or a Direct Listing.

2(h) "Liquidity Price" has the meaning set forth in Section 1(b).

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

2(j) "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000).

2(k) "SAFE" means this Simple Agreement for Future Equity, including all exhibits and schedules hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the terms hereof.

Section 3. Company Representations

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

3(a) Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821). The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as currently 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 business, properties, assets, operations, or financial condition of the Company. The Company's Employer Identification Number (EIN) is 87-3491026.

3(b) Authorization. All corporate action required for the lawful execution, delivery, and performance of this SAFE by the Company has been duly and validly taken, including, without limitation, approval by the Board of Directors of the Company pursuant to a Written Consent of the Board of Directors dated August 30, 2023. This SAFE constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law.

3(c) Compliance with Other Instruments. The execution, delivery, and performance of this SAFE by the Company, and the consummation of the transactions contemplated hereby, will not (i) result in any violation of, or conflict with, or constitute a default under, any provision of the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated), (ii) result in any violation of, or conflict with, or constitute a default under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, mortgage, indenture, lease, contract, or instrument to which the Company is a party or by which any of its properties or assets are bound, or (iii) result in any violation of any statute, rule, regulation, order, judgment, or decree applicable to the Company, except, in the case of clauses (ii) and (iii), where such violation, conflict, or default would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

3(d) Valid Issuance. The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be validly issued, fully paid, and non-assessable, and free and clear of all liens, encumbrances, restrictions, and claims of every kind, other than restrictions on transfer imposed by applicable securities laws and any restrictions set forth in the Company's Certificate of Incorporation, Bylaws, or any stockholders' agreement to which the Investor becomes a party. The Company has reserved or will reserve a sufficient number of shares of Capital Stock to permit the conversion of this SAFE in accordance with the terms hereof.

Section 4. Investor Representations

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

4(a) Accredited Investor. The Investor 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"), and shall submit to the Company such further documentation or assurances as may reasonably be requested by the Company to verify the Investor's accredited investor status.

4(b) Investment Experience. The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of this investment in the Company. The Investor is able to bear the economic risk of this investment for an indefinite period of time and can afford a complete loss of such investment.

4(c) Investment Intent. The Investor is acquiring this SAFE and the underlying securities for the Investor's own account, for investment purposes only, and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The Investor understands that this SAFE and the underlying securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions 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(d) No General Solicitation. The Investor is not acquiring this SAFE as a result of, and was not solicited by, any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including, without limitation, any advertisement, article, notice, or other communication regarding this SAFE published in any newspaper, magazine, or similar media, broadcast over television, radio, or the Internet, or presented at any seminar or meeting.

4(e) Information Access. The Investor has had an opportunity to discuss the Company's business, management, financial affairs, and the terms and conditions of the offering of this SAFE with the Company's management and has had the opportunity to review the Company's facilities and such information as the Investor has deemed necessary or appropriate. The Investor acknowledges that the Company has made available to the Investor, and the Investor has reviewed to its satisfaction, such documents and information as the Investor has requested. The Investor has had the opportunity to ask questions of and receive answers from the Company regarding the Company, its business, and the terms and conditions of this SAFE, and all such questions have been answered to the Investor's satisfaction.

4(f) Authorization. Vantage Peak Ventures Fund II, L.P. has all necessary limited partnership power and authority to execute, deliver, and perform its obligations under this SAFE. The execution, delivery, and performance of this SAFE by the Investor has been duly authorized by Vantage Peak Capital Management LLC, in its capacity as the general partner of Vantage Peak Ventures Fund II, L.P., and no other limited partnership proceedings on the part of the Investor are necessary to authorize this SAFE. This SAFE constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting the enforcement of creditors' rights generally, and by general principles of equity.

Section 5. Most Favored Nation Provision

If the Company issues any subsequent SAFE or similar convertible instrument (a "Subsequent SAFE") after the date of this SAFE and prior to the termination of this SAFE, and the terms of such Subsequent SAFE are, taken as a whole, or with respect to any individual provision, more favorable to the holder of such Subsequent SAFE than the terms of this SAFE are to the Investor (including, without limitation, a lower valuation cap, a discount rate, or any other more favorable economic or non-economic term), then, at the Investor's written election (which election may be made at any time prior to the earlier of (x) the termination of this SAFE and (y) thirty (30) days after receipt of the notice described below), the Company shall promptly amend this SAFE to incorporate any one or more of such more favorable terms as selected by the Investor.

The Company shall promptly notify the Investor in writing of the issuance of any Subsequent SAFE, and shall provide the Investor with a complete and accurate copy of such Subsequent SAFE (including all exhibits, schedules, and side letters thereto), within five (5) business days following the execution and delivery of such Subsequent SAFE.

Without limiting the generality of the foregoing, this Most Favored Nation provision shall apply to any SAFEs issued or to be issued by the Company to Ridgeline Angel Fund, L.P., Canopy Growth Capital LLC, Atlas Fintech Syndicate, L.P., and any other investor participating in the Round or in any subsequent SAFE round conducted by the Company prior to an Equity Financing or Liquidity Event.

For the avoidance of doubt, this Section 5 shall not apply to the Company's pre-seed SAFEs issued in August 2022 that are described in Section 2(c), as such SAFEs were issued prior to the date of this SAFE.

Section 6. Information Rights

So long as this SAFE remains outstanding and has not been terminated in accordance with Section 1(d), and so long as the Investor (or any permitted assignee of the Investor) continues to hold this SAFE, the Company shall deliver to the Investor the following:

(i) Quarterly Financial Statements. Unaudited quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days after the end of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year);

(ii) Annual Financial Statements. Audited annual financial statements of the Company, including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with an unqualified opinion of the Company's independent auditors, within one hundred twenty (120) days after the end of each fiscal year of the Company. As of the date hereof, the Company's independent auditors are Ashgrove Equity Partners Accounting Group LLP; provided, however, that the Company may, in its discretion, engage such other nationally recognized accounting firm as it deems appropriate;

(iii) Material Adverse Changes. Prompt written notice of any material adverse change in the Company's business, operations, assets, prospects, or financial condition, including, without limitation, the commencement of any material litigation, the loss of any material customer or contract, or any regulatory action that could reasonably be expected to have a material adverse effect on the Company;

(iv) Other Information. Such other information regarding the financial condition, business, prospects, or corporate affairs of the Company as the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this clause (iv) to provide information that (A) the Company reasonably determines in good faith to be a trade secret or confidential information (unless the Investor is subject to a then-effective non-disclosure agreement with the Company), or (B) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Notwithstanding the foregoing, the information rights set forth in this Section 6 shall terminate upon the earliest to occur of: (a) the conversion or termination of this SAFE in accordance with Section 1(d); (b) the closing of an initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act; or (c) the consummation of a Liquidity Event.

The delivery of any information pursuant to this Section 6 shall not constitute a representation or warranty by the Company as to the accuracy or completeness of such information, and the Company shall not be liable for any damages arising out of or relating to the Investor's use of or reliance upon such information, except to the extent of any fraud or intentional misrepresentation by the Company.

Section 7. Miscellaneous

7(a) Amendments and Waivers. Any provision of this SAFE may be amended, and the observance of any provision of this SAFE may be waived (either generally or in a particular instance, and either retroactively or prospectively), only with the prior written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the Company, the Investor, and each future holder of this SAFE.

7(b) Successors and Assigns. The terms and conditions of this SAFE shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. The Company may not assign this SAFE or any of its rights or obligations hereunder without the prior written consent of the Investor, except in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets. The Investor may not assign this SAFE or any of its rights hereunder without the prior written consent of the Company; provided, however, that the Investor may, without the Company's consent, assign this SAFE to any affiliate of the Investor (including, without limitation, any fund or entity managed or controlled by Vantage Peak Capital Management LLC or any successor thereto), so long as such assignee agrees in writing to be bound by the terms of this SAFE and provides to the Company such representations and warranties as the Company may reasonably request to confirm compliance with applicable securities laws.

7(c) 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-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

7(d) Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this SAFE, including, without limitation, any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this SAFE, shall be resolved exclusively in the state or federal courts located in the State of Delaware, and each party hereby irrevocably consents and submits to the exclusive personal jurisdiction of such courts for the purpose of any such action, suit, or proceeding. Each party further waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

7(e) Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this SAFE shall be in writing and shall be deemed to have been duly given: (i) when delivered by hand or by personal delivery; (ii) when sent by confirmed electronic mail (with confirmation of transmission); or (iii) one (1) business day after having been sent by a nationally recognized overnight courier service (such as Sundial Data Systems or Harborline Partners LLC), in each case addressed to the parties 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

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

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

Attention: Patricia Dunmore

Email: pdunmore@calderwoodharkness.com

If to the Investor:

Vantage Peak Ventures Fund II, L.P. 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025

Attention: Samantha Reyes, Principal

Email: sreyes@vantagepeak.com

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

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

Attention: Jonathan Whitfield

Email: jwhitfield@whitfieldharte.com

Either party may change its address for purposes of this Section 7(e) by giving written notice of such change to the other party in accordance with the provisions of this Section 7(e).

7(f) Severability. If any provision of this SAFE, or the application of any such provision to any person or circumstance, shall be held 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 of this SAFE, and the remaining provisions of this SAFE shall continue in full force and effect. To the extent permitted by applicable law, the parties hereby waive any provision of law that renders any provision of this SAFE invalid, illegal, or unenforceable in any respect. The parties shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid provision the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provision.

7(g) Entire Agreement. This SAFE (together with the Pro Rata Rights Side Letter of even date herewith entered into between the Company and the Investor) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) of the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof except as expressly set forth or referred to in this SAFE.

7(h) No Rights as Stockholder. The Investor shall have no rights as a stockholder of the Company (including, without limitation, no voting rights, no right to receive dividends, and no right to receive any distribution upon any partial or total liquidation of the Company) by virtue of the Investor's ownership of this SAFE, except as expressly set forth herein. Without limiting the foregoing, the Investor acknowledges and agrees that this SAFE does not confer upon the Investor any right to vote, consent, or otherwise participate in any action taken by the Company's stockholders, nor any right of first refusal, preemptive right, or other preferential right with respect to any securities of the Company, except as specifically provided in the Pro Rata Rights Side Letter referenced in Section 7(g) above and except for the information rights set forth in Section 6.

7(i) Tax Treatment. For U.S. federal and applicable state and local income tax purposes, this SAFE is intended to be treated as a variable prepaid forward contract and not as indebtedness of the Company. The Company and the Investor each agree to file all tax returns and other informational statements in a manner consistent with such intended treatment, unless otherwise required by a final determination by the Internal Revenue Service or a court of competent jurisdiction. Neither the Company nor the Investor shall take any position on any tax return that is inconsistent with the foregoing without the prior written consent of the other party, unless required by applicable law.

7(j) Counterparts. This SAFE may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For the avoidance of doubt, the exchange of copies of this SAFE and of counterpart signature pages by facsimile, portable document format (.pdf), or other electronic transmission shall constitute effective execution and delivery of this SAFE.

7(k) Electronic Execution. This SAFE, and any amendments, supplements, or modifications hereto, may be executed and delivered by electronic signature (including, without limitation, signatures transmitted by Brightwater Software, Ashford Health IT, or similar electronic signature platforms), which electronic signatures shall be considered as original signatures for all purposes and shall have the same legal force and effect as original signatures. Each party hereto agrees that such party's electronic signature shall be sufficient evidence of such party's agreement to be bound by the terms and conditions of this SAFE.

IN WITNESS WHEREOF, the undersigned parties 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 12, 2023

Address: 340 Folsom Street, Suite 1100

San Francisco, California 94105

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

By: Vantage Peak Capital Management LLC, its General Partner

By: ________

Name: Samantha Reyes

Title: Principal (Authorized Signatory)

Date: September 12, 2023

Address: 2900 Sand Hill Road, Suite 240

Menlo Park, California 94025

SCHEDULE A

Wire Transfer and Payment Instructions

The Investor shall pay the Purchase Amount to the Company in accordance with the following wire transfer instructions:

The Purchase Amount shall be paid by wire transfer of immediately available funds to the bank account identified above on or before September 12, 2023. The Investor shall promptly notify the Company (via email to priya@lumosanalytics.com) upon initiation of the wire transfer.

The Company shall promptly confirm receipt of the Purchase Amount to the Investor (via email to sreyes@vantagepeak.com) upon receipt of such funds. In the event that the wire transfer is not received by the Company within three (3) business days after the date of this SAFE, the Company may, at its sole option, terminate this SAFE upon written notice to the Investor, and neither party shall have any further obligations hereunder.

[End of Schedule A]

[Remainder of Page Intentionally Left Blank]

Purchase Amount:	$3,500,000 (Three Million Five Hundred Thousand Dollars)
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:	[To be provided by Company upon request]
SWIFT Code:	[To be provided by Company upon request]
Relationship Manager:	Trevor Quinlan
Wire Reference:	"Vantage Peak Ventures Fund II, L.P. — SAFE Purchase Amount"

SAFE
(Simple Agreement for Future Equity)
Post-Money Valuation Cap — No discount
September 12, 2023
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
This SAFE (this "SAFE") is entered into as of September 12, 2023, 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 offices located at 340 Folsom Street, Suite 1100, San Francisco, California 94105;
and
Vantage Peak Ventures Fund II, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the "Investor"), with its principal offices located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025.
RECITALS
WHEREAS, the Investor desires to provide funding to the Company in exchange for this instrument, and the Company desires to accept such funding on the terms and conditions set forth herein;
WHEREAS, in consideration of the payment by the Investor of the Purchase Amount (as defined below) to the Company, the Company hereby issues to the Investor the right to certain shares of the Company's Capital Stock, subject to the terms and conditions described herein;
WHEREAS, the Purchase Amount shall be Three Million Five Hundred Thousand Dollars ($3,500,000);
WHEREAS, the Post-Money Valuation Cap applicable to this SAFE shall be Twenty-Eight Million Dollars ($28,000,000);
WHEREAS, no discount Rate shall apply to this SAFE;
WHEREAS, this SAFE is one of a series of SAFEs (collectively, the "Round") issued or to be issued by the Company on substantially similar terms in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000);
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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 the number of shares of the series of Preferred Stock sold in the Equity Financing equal to the Purchase Amount divided by the Conversion Price. The issuance of such shares to the Investor shall be on the same terms and conditions applicable to the shares of Preferred Stock sold to the other investors in the Equity Financing, subject only to the conversion price calculation set forth herein.
For the avoidance of doubt, the Company may, at its sole option, elect to issue to the Investor shares of a "shadow series" of Preferred Stock having substantially identical rights, privileges, preferences, and restrictions as the shares of Preferred Stock sold in the Equity Financing, differing only in that the per-share liquidation preference and the per-share conversion price of such shadow series shall equal the Conversion Price (and the aggregate liquidation preference of such shadow series shall equal the Purchase Amount).
As used herein, "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 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 SAFEs, convertible promissory notes, and any other convertible instruments then outstanding.
The number of shares of Preferred Stock (or shadow series Preferred Stock) issuable to the Investor upon conversion of this SAFE shall be calculated by dividing (x) the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) by (y) the Conversion Price, where the "Conversion Price" means the price per share equal to the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization (as defined in Section 2(c) below).
In the event of an Equity Financing, the conversion of this SAFE shall occur automatically and without any further action on the part of the Investor, and the Investor shall execute and deliver to the Company all transaction documents related to the Equity Financing as may be reasonably requested by the Company, including, without limitation, a stock purchase agreement, an investors' rights agreement, a right of first refusal and co-sale agreement, and a voting agreement, in each case consistent with the terms applicable to the other purchasers in the Equity Financing. The Investor's obligation to execute such documents shall be conditioned upon such documents containing terms and conditions no less favorable to the Investor than those provided to the other investors in the Equity Financing (other than the per-share purchase price, which shall be determined by the Conversion Price).
1(b) Liquidity Event.
If there is a Liquidity Event before the termination of this SAFE, the Investor shall, at its option, either:
(i) receive from the Company a cash payment equal to the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (a "Cash-Out Election"); or
(ii) automatically receive from the Company a number of shares of Common Stock of the Company equal to the Purchase Amount divided by the Liquidity Price (a "Conversion Election").
As used herein, "Liquidity Price" means the price per share equal to the lesser of (A) the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization, and (B) the price per share implied by the valuation of the Company at the time of the Liquidity Event (determined by reference to the aggregate consideration payable to or received by the Company's stockholders, or, in the case of a Direct Listing, by reference to the volume-weighted average price of the Company's Common Stock over the first ten (10) trading days following the effective date of the listing) divided by the Company Capitalization.
The cash payment or the issuance of shares of Common Stock, as applicable, shall be made to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If the Investor fails to make an election under this Section 1(b) within five (5) business days following the Company's written notice of the Liquidity Event, the Investor shall be deemed to have elected the Conversion Election under clause (ii) above.
In connection with any Cash-Out Election under clause (i) above, the Purchase Amount shall be paid to the Investor out of the consideration payable to the Company's stockholders in connection with such Liquidity Event, or, in the case of a Direct Listing, from the Company's cash on hand and/or the proceeds of any concurrent offering, subject in each case to the rights and preferences of holders of the Company's outstanding Preferred Stock (if any). In connection with 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.
1(c) Dissolution Event.
If there is a Dissolution Event before the termination of this SAFE, the Company shall pay an amount equal to the Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to the Investor. Such payment shall be made from the Company's legally available funds, subject to the following order of priority:
(i) first, to the satisfaction of the Company's debts and obligations to its creditors, including without limitation all trade creditors, secured creditors, and holders of indebtedness;
(ii) second, to holders of the Company's outstanding Preferred Stock, in accordance with and subject to the liquidation preferences and other rights and privileges set forth in the Company's Certificate of Incorporation, as may be amended from time to time;
(iii) third, on a pari passu basis, to the Investor and to holders of all other outstanding SAFEs issued by the Company (including, without limitation, the pre-seed SAFEs described in Section 2(c) and any other SAFEs issued in connection with the Round), in proportion to the respective Purchase Amounts of such SAFEs;
(iv) fourth, to holders of shares of Common Stock of the Company.
As used herein, "Dissolution Event" means (i) a voluntary termination of operations of 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 event that constitutes a Liquidity Event.
If the Company's legally available funds are insufficient to permit the payment in full of the Purchase Amount to the Investor and all amounts owed to the holders of all other outstanding SAFEs, such funds shall be distributed among the Investor and such holders in proportion to the full amounts that would otherwise be payable to each.
1(d) Termination.  This SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of, or non-compliance with, this SAFE) upon the earliest to occur of: (i) the issuance of shares of Capital Stock to the Investor pursuant to the automatic conversion of this SAFE upon an Equity Financing in accordance with Section 1(a); (ii) the issuance of shares of Common Stock to the Investor pursuant to a Conversion Election upon a Liquidity Event in accordance with Section 1(b)(ii); (iii) the payment in full of amounts due to the Investor pursuant to a Cash-Out Election upon a Liquidity Event in accordance with Section 1(b)(i); or (iv) the payment in full of amounts due to the Investor upon a Dissolution Event in accordance with Section 1(c).
Section 2. Definitions
2(a) "Capital Stock" means all shares of Common Stock and Preferred Stock of the Company, in each case treated on an as-converted-to-Common-Stock basis, including, without limitation, any shares of Capital Stock that are issuable upon the exercise of outstanding options, warrants, or other rights to acquire Capital Stock, and any shares of Capital Stock that are issuable upon the conversion of outstanding convertible securities (including, without limitation, SAFEs and convertible promissory notes).
2(b) "Change of Control" means:
(i) a 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 (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), 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) a merger, consolidation, or similar transaction involving the Company in which the stockholders of the Company immediately prior to such transaction do not own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity (or its parent) immediately following such transaction; or
(iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole, to any person or group of related persons.
2(c) "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, Liquidity Event, or Dissolution Event, as applicable, of:
(i) all shares of Capital Stock issued and outstanding as of the date of such event (which, as of the date of this SAFE, consists of 8,600,000 shares of Common Stock);
(ii) all shares of Common Stock reserved for issuance under the Company's 2022 Equity Incentive Plan (the "Plan") (which, as of the date of this SAFE, includes 1,200,000 shares reserved under the Plan, of which 480,000 shares are subject to outstanding options or other awards that have been granted and 720,000 shares remain available for future grant), in each case whether vested or unvested, issued or unissued, and including any shares of Common Stock that are subject to outstanding options, restricted stock awards, restricted stock units, or other equity awards granted under the Plan;
(iii) all shares of Capital Stock issuable upon conversion of all outstanding convertible securities of the Company, including, without limitation, this SAFE and all other SAFEs issued or to be issued in connection with the Round, as well as the Company's pre-seed SAFEs issued in August 2022 in an aggregate amount of One Million Two Hundred Thousand Dollars ($1,200,000) at a post-money valuation cap of Eight Million Dollars ($8,000,000) to the following holders: Ridgeline Angel Fund, L.P. (Purchase Amount of $500,000), Angela Forsythe (Purchase Amount of $300,000), Dr. Naveen Iyer (Purchase Amount of $250,000), and Sylvia Montero (Purchase Amount of $150,000); and
(iv) all other shares of Capital Stock reserved for issuance by the Company that are not captured by clauses (i) through (iii) above;
provided, however, that "Company Capitalization" shall exclude any increase to the number of shares of Capital Stock reserved for issuance under any equity incentive plan, stock option plan, or similar plan adopted or amended in connection with the Equity Financing.
For the avoidance of doubt, the Company Capitalization is calculated on a fully diluted basis and is intended to include all shares of Capital Stock underlying this SAFE and all other convertible instruments of the Company, such that the Conversion Price reflects the Investor's ownership on a post-money basis.
2(d) "Conversion Price" means the price per share equal to the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) divided by the Company Capitalization, as determined at the time of the applicable conversion event.
2(e) "Direct Listing" means the Company's initial listing of its Common Stock (or its securities) on a national securities exchange (including, without limitation, the New York Stock Exchange or the Nasdaq Stock Market) by means of an effective registration statement on Form S-1 (or any successor form) filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"), other than a registration statement on Form S-1 filed solely in connection with an Equity Financing or the registration of securities issuable under an employee benefit plan.
2(f) "Equity Financing" has the meaning set forth in Section 1(a).
2(g) "Liquidity Event" means a Change of Control or a Direct Listing.
2(h) "Liquidity Price" has the meaning set forth in Section 1(b).
2(i) "Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).
2(j) "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000).
2(k) "SAFE" means this Simple Agreement for Future Equity, including all exhibits and schedules hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with the terms hereof.
Section 3. Company Representations
The Company hereby represents and warrants to the Investor as follows:
3(a) Organization and Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821). The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as currently 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 business, properties, assets, operations, or financial condition of the Company. The Company's Employer Identification Number (EIN) is 87-3491026.
3(b) Authorization. All corporate action required for the lawful execution, delivery, and performance of this SAFE by the Company has been duly and validly taken, including, without limitation, approval by the Board of Directors of the Company pursuant to a Written Consent of the Board of Directors dated August 30, 2023. This SAFE constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law.
3(c) Compliance with Other Instruments. The execution, delivery, and performance of this SAFE by the Company, and the consummation of the transactions contemplated hereby, will not (i) result in any violation of, or conflict with, or constitute a default under, any provision of the Company's Certificate of Incorporation (as amended and/or restated) or Bylaws (as amended and/or restated), (ii) result in any violation of, or conflict with, or constitute a default under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, mortgage, indenture, lease, contract, or instrument to which the Company is a party or by which any of its properties or assets are bound, or (iii) result in any violation of any statute, rule, regulation, order, judgment, or decree applicable to the Company, except, in the case of clauses (ii) and (iii), where such violation, conflict, or default would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.
3(d) Valid Issuance. The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be validly issued, fully paid, and non-assessable, and free and clear of all liens, encumbrances, restrictions, and claims of every kind, other than restrictions on transfer imposed by applicable securities laws and any restrictions set forth in the Company's Certificate of Incorporation, Bylaws, or any stockholders' agreement to which the Investor becomes a party. The Company has reserved or will reserve a sufficient number of shares of Capital Stock to permit the conversion of this SAFE in accordance with the terms hereof.
Section 4. Investor Representations
The Investor hereby represents and warrants to the Company as follows:
4(a) Accredited Investor. The Investor 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"), and shall submit to the Company such further documentation or assurances as may reasonably be requested by the Company to verify the Investor's accredited investor status.
4(b) Investment Experience. The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of this investment in the Company. The Investor is able to bear the economic risk of this investment for an indefinite period of time and can afford a complete loss of such investment.
4(c) Investment Intent. The Investor is acquiring this SAFE and the underlying securities for the Investor's own account, for investment purposes only, and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The Investor understands that this SAFE and the underlying securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions 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(d) No General Solicitation. The Investor is not acquiring this SAFE as a result of, and was not solicited by, any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including, without limitation, any advertisement, article, notice, or other communication regarding this SAFE published in any newspaper, magazine, or similar media, broadcast over television, radio, or the Internet, or presented at any seminar or meeting.
4(e) Information Access. The Investor has had an opportunity to discuss the Company's business, management, financial affairs, and the terms and conditions of the offering of this SAFE with the Company's management and has had the opportunity to review the Company's facilities and such information as the Investor has deemed necessary or appropriate. The Investor acknowledges that the Company has made available to the Investor, and the Investor has reviewed to its satisfaction, such documents and information as the Investor has requested. The Investor has had the opportunity to ask questions of and receive answers from the Company regarding the Company, its business, and the terms and conditions of this SAFE, and all such questions have been answered to the Investor's satisfaction.
4(f) Authorization. Vantage Peak Ventures Fund II, L.P. has all necessary limited partnership power and authority to execute, deliver, and perform its obligations under this SAFE. The execution, delivery, and performance of this SAFE by the Investor has been duly authorized by Vantage Peak Capital Management LLC, in its capacity as the general partner of Vantage Peak Ventures Fund II, L.P., and no other limited partnership proceedings on the part of the Investor are necessary to authorize this SAFE. This SAFE constitutes the legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting the enforcement of creditors' rights generally, and by general principles of equity.
Section 5. Most Favored Nation Provision
If the Company issues any subsequent SAFE or similar convertible instrument (a "Subsequent SAFE") after the date of this SAFE and prior to the termination of this SAFE, and the terms of such Subsequent SAFE are, taken as a whole, or with respect to any individual provision, more favorable to the holder of such Subsequent SAFE than the terms of this SAFE are to the Investor (including, without limitation, a lower valuation cap, a discount rate, or any other more favorable economic or non-economic term), then, at the Investor's written election (which election may be made at any time prior to the earlier of (x) the termination of this SAFE and (y) thirty (30) days after receipt of the notice described below), the Company shall promptly amend this SAFE to incorporate any one or more of such more favorable terms as selected by the Investor.
The Company shall promptly notify the Investor in writing of the issuance of any Subsequent SAFE, and shall provide the Investor with a complete and accurate copy of such Subsequent SAFE (including all exhibits, schedules, and side letters thereto), within five (5) business days following the execution and delivery of such Subsequent SAFE.
Without limiting the generality of the foregoing, this Most Favored Nation provision shall apply to any SAFEs issued or to be issued by the Company to Ridgeline Angel Fund, L.P., Canopy Growth Capital LLC, Atlas Fintech Syndicate, L.P., and any other investor participating in the Round or in any subsequent SAFE round conducted by the Company prior to an Equity Financing or Liquidity Event.
For the avoidance of doubt, this Section 5 shall not apply to the Company's pre-seed SAFEs issued in August 2022 that are described in Section 2(c), as such SAFEs were issued prior to the date of this SAFE.
Section 6. Information Rights
So long as this SAFE remains outstanding and has not been terminated in accordance with Section 1(d), and so long as the Investor (or any permitted assignee of the Investor) continues to hold this SAFE, the Company shall deliver to the Investor the following:
(i) Quarterly Financial Statements. Unaudited quarterly financial statements of the Company, including a balance sheet, income statement, and statement of cash flows, within forty-five (45) days after the end of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year);
(ii) Annual Financial Statements. Audited annual financial statements of the Company, including a balance sheet, income statement, statement of cash flows, and statement of stockholders' equity, together with an unqualified opinion of the Company's independent auditors, within one hundred twenty (120) days after the end of each fiscal year of the Company. As of the date hereof, the Company's independent auditors are Ashgrove Equity Partners Accounting Group LLP; provided, however, that the Company may, in its discretion, engage such other nationally recognized accounting firm as it deems appropriate;
(iii) Material Adverse Changes. Prompt written notice of any material adverse change in the Company's business, operations, assets, prospects, or financial condition, including, without limitation, the commencement of any material litigation, the loss of any material customer or contract, or any regulatory action that could reasonably be expected to have a material adverse effect on the Company;
(iv) Other Information. Such other information regarding the financial condition, business, prospects, or corporate affairs of the Company as the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this clause (iv) to provide information that (A) the Company reasonably determines in good faith to be a trade secret or confidential information (unless the Investor is subject to a then-effective non-disclosure agreement with the Company), or (B) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.
Notwithstanding the foregoing, the information rights set forth in this Section 6 shall terminate upon the earliest to occur of: (a) the conversion or termination of this SAFE in accordance with Section 1(d); (b) the closing of an initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act; or (c) the consummation of a Liquidity Event.
The delivery of any information pursuant to this Section 6 shall not constitute a representation or warranty by the Company as to the accuracy or completeness of such information, and the Company shall not be liable for any damages arising out of or relating to the Investor's use of or reliance upon such information, except to the extent of any fraud or intentional misrepresentation by the Company.
Section 7. Miscellaneous
7(a) Amendments and Waivers. Any provision of this SAFE may be amended, and the observance of any provision of this SAFE may be waived (either generally or in a particular instance, and either retroactively or prospectively), only with the prior written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 7(a) shall be binding upon the Company, the Investor, and each future holder of this SAFE.
7(b) Successors and Assigns. The terms and conditions of this SAFE shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. The Company may not assign this SAFE or any of its rights or obligations hereunder without the prior written consent of the Investor, except in connection with a merger, consolidation, or sale of all or substantially all of the Company's assets. The Investor may not assign this SAFE or any of its rights hereunder without the prior written consent of the Company; provided, however, that the Investor may, without the Company's consent, assign this SAFE to any affiliate of the Investor (including, without limitation, any fund or entity managed or controlled by Vantage Peak Capital Management LLC or any successor thereto), so long as such assignee agrees in writing to be bound by the terms of this SAFE and provides to the Company such representations and warranties as the Company may reasonably request to confirm compliance with applicable securities laws.
7(c) 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-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
7(d) Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this SAFE, including, without limitation, any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this SAFE, shall be resolved exclusively in the state or federal courts located in the State of Delaware, and each party hereby irrevocably consents and submits to the exclusive personal jurisdiction of such courts for the purpose of any such action, suit, or proceeding. Each party further waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
7(e) Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this SAFE shall be in writing and shall be deemed to have been duly given: (i) when delivered by hand or by personal delivery; (ii) when sent by confirmed electronic mail (with confirmation of transmission); or (iii) one (1) business day after having been sent by a nationally recognized overnight courier service (such as Sundial Data Systems or Harborline Partners LLC), in each case addressed to the parties 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
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104
Attention: Patricia Dunmore
Email: pdunmore@calderwoodharkness.com
If to the Investor:
Vantage Peak Ventures Fund II, L.P. 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025
Attention: Samantha Reyes, Principal
Email: sreyes@vantagepeak.com
With a copy to (which shall not constitute notice):
Whitfield Harte & Associates LLP 3000 El Camino Real, Suite 500 Palo Alto, California 94306
Attention: Jonathan Whitfield
Email: jwhitfield@whitfieldharte.com
Either party may change its address for purposes of this Section 7(e) by giving written notice of such change to the other party in accordance with the provisions of this Section 7(e).
7(f) Severability. If any provision of this SAFE, or the application of any such provision to any person or circumstance, shall be held 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 of this SAFE, and the remaining provisions of this SAFE shall continue in full force and effect. To the extent permitted by applicable law, the parties hereby waive any provision of law that renders any provision of this SAFE invalid, illegal, or unenforceable in any respect. The parties shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid provision the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provision.
7(g) Entire Agreement. This SAFE (together with the Pro Rata Rights Side Letter of even date herewith entered into between the Company and the Investor) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) of the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof except as expressly set forth or referred to in this SAFE.
7(h) No Rights as Stockholder. The Investor shall have no rights as a stockholder of the Company (including, without limitation, no voting rights, no right to receive dividends, and no right to receive any distribution upon any partial or total liquidation of the Company) by virtue of the Investor's ownership of this SAFE, except as expressly set forth herein. Without limiting the foregoing, the Investor acknowledges and agrees that this SAFE does not confer upon the Investor any right to vote, consent, or otherwise participate in any action taken by the Company's stockholders, nor any right of first refusal, preemptive right, or other preferential right with respect to any securities of the Company, except as specifically provided in the Pro Rata Rights Side Letter referenced in Section 7(g) above and except for the information rights set forth in Section 6.
7(i) Tax Treatment. For U.S. federal and applicable state and local income tax purposes, this SAFE is intended to be treated as a variable prepaid forward contract and not as indebtedness of the Company. The Company and the Investor each agree to file all tax returns and other informational statements in a manner consistent with such intended treatment, unless otherwise required by a final determination by the Internal Revenue Service or a court of competent jurisdiction. Neither the Company nor the Investor shall take any position on any tax return that is inconsistent with the foregoing without the prior written consent of the other party, unless required by applicable law.
7(j) Counterparts. This SAFE may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For the avoidance of doubt, the exchange of copies of this SAFE and of counterpart signature pages by facsimile, portable document format (.pdf), or other electronic transmission shall constitute effective execution and delivery of this SAFE.
7(k) Electronic Execution. This SAFE, and any amendments, supplements, or modifications hereto, may be executed and delivered by electronic signature (including, without limitation, signatures transmitted by Brightwater Software, Ashford Health IT, or similar electronic signature platforms), which electronic signatures shall be considered as original signatures for all purposes and shall have the same legal force and effect as original signatures. Each party hereto agrees that such party's electronic signature shall be sufficient evidence of such party's agreement to be bound by the terms and conditions of this SAFE.
IN WITNESS WHEREOF, the undersigned parties 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 12, 2023
Address: 340 Folsom Street, Suite 1100
San Francisco, California 94105
INVESTOR:
VANTAGE PEAK VENTURES FUND II, L.P.
By: Vantage Peak Capital Management LLC, its General Partner
By: ________
Name: Samantha Reyes
Title: Principal (Authorized Signatory)
Date: September 12, 2023
Address: 2900 Sand Hill Road, Suite 240
Menlo Park, California 94025
SCHEDULE A
Wire Transfer and Payment Instructions
The Investor shall pay the Purchase Amount to the Company in accordance with the following wire transfer instructions:
The Purchase Amount shall be paid by wire transfer of immediately available funds to the bank account identified above on or before September 12, 2023. The Investor shall promptly notify the Company (via email to priya@lumosanalytics.com) upon initiation of the wire transfer.
The Company shall promptly confirm receipt of the Purchase Amount to the Investor (via email to sreyes@vantagepeak.com) upon receipt of such funds. In the event that the wire transfer is not received by the Company within three (3) business days after the date of this SAFE, the Company may, at its sole option, terminate this SAFE upon written notice to the Investor, and neither party shall have any further obligations hereunder.
[End of Schedule A]
[Remainder of Page Intentionally Left Blank]
Purchase Amount: | $3,500,000 (Three Million Five Hundred Thousand Dollars)
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: | [To be provided by Company upon request]
SWIFT Code: | [To be provided by Company upon request]
Relationship Manager: | Trevor Quinlan
Wire Reference: | "Vantage Peak Ventures Fund II, L.P. — SAFE Purchase Amount"

SAFE

RECITALS

COMPANY:

LUMOS ANALYTICS INC.

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

SCHEDULE A

Record

Parties

Dates

Amounts