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PRO RATA RIGHTS SIDE LETTER

September 12, 2023

Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, CA 94105

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

Ladies and Gentlemen:

This Pro Rata Rights Side Letter (this "Side Letter") is entered into as of September 12, 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, California 94105, and Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership (the "Investor"), with its principal office located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025. The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, concurrently with the execution of this Side Letter, the Company and the Investor are entering into that certain Post-Money Simple Agreement for Future Equity, dated as of September 12, 2023 (the "SAFE"), pursuant to which the Investor has agreed to purchase a SAFE from the Company with a Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) and a Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000);

WHEREAS, this Side Letter is entered into concurrently with, and as a condition to, the execution and delivery of the SAFE, and the Investor would not have entered into the SAFE absent the Company's agreement to provide the pro rata participation rights set forth herein;

WHEREAS, the SAFE is being issued as part of a broader financing round in which the Company is targeting up to Six Million Eight Hundred Thousand Dollars ($6,800,000) in aggregate investments pursuant to Post-Money SAFEs on substantially similar terms (the "SAFE Financing Round");

WHEREAS, the Company desires to grant the Investor certain pro rata participation rights in connection with the next Equity Financing (as defined in the SAFE) following the conversion of the SAFE, and the Investor desires to receive such rights, all on the terms and subject to the conditions set forth in this Side Letter; and

WHEREAS, the Board of Directors of the Company has approved the execution and delivery of this Side Letter and the grant of the rights contained herein in connection with the authorization of the SAFE Financing Round.

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:

1. DEFINITIONS

As used in this Side Letter, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to them in the SAFE.

1.1 "Company" means Lumos Analytics Inc., a Delaware corporation.

1.2 "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, acting through its general partner, Vantage Peak Capital Management LLC, a Delaware limited liability company.

1.3 "SAFE" means that certain Post-Money Simple Agreement for Future Equity, dated as of September 12, 2023, by and between the Company and the Investor, with a Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) and a Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000), as the same may be amended from time to time in accordance with its terms.

1.4 "Equity Financing" shall have the meaning set forth in the SAFE, which is defined therein as 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 valuation, including but not limited to combinent price-per-share determinations, with aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding any and all amounts received by the Company upon the conversion of SAFEs and other convertible instruments issued by the Company.

1.5 "Pro Rata Share" means the ratio, expressed as a percentage, of (a) the number of shares of Capital Stock of the Company issued or issuable upon conversion of the SAFE, calculated using the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) and the applicable conversion mechanics set forth in the SAFE, to (b) the total number of shares of Capital Stock of the Company outstanding on a fully diluted basis immediately prior to the closing of the Qualified Financing, including, without limitation and without duplication, all shares of Common Stock then outstanding, all shares of Preferred Stock then outstanding (on an as-converted basis), all shares reserved and available for future grant under any equity incentive plan of the Company, all shares issuable upon the exercise of outstanding options and warrants, and all shares issued or issuable upon conversion of all outstanding SAFEs (including the SAFE) and other convertible securities. For the avoidance of doubt, based on the Purchase Amount of $3,500,000 and the Post-Money Valuation Cap of $28,000,000, the Investor's pro forma ownership percentage at conversion is twelve and one-half percent (12.50%), and the Pro Rata Share shall be calculated accordingly, subject to adjustment based on the actual capitalization of the Company at the time of the Qualified Financing.

1.6 "Qualified Financing" means the first Equity Financing that occurs following the conversion of the SAFE in accordance with its terms.

1.7 "New Securities" means shares of Capital Stock of the Company (or securities convertible into or exercisable for Capital Stock of the Company, including without limitation shares of Preferred Stock, convertible notes, or warrants) issued by the Company in a Qualified Financing, but excluding Exempted Securities (as defined in Section 4 of this Side Letter).

1.8 "Financing Notice" shall have the meaning set forth in Section 3.1 of this Side Letter.

2. GRANT OF PRO RATA RIGHTS

2.1 Grant. Subject to the terms and conditions of this Side Letter, the Company hereby grants to the Investor the right (but not the obligation) to purchase up to its Pro Rata Share of any New Securities issued in the Qualified Financing, on the same price, terms, and conditions as such New Securities are offered to other investors participating in the Qualified Financing (the "Pro Rata Right"). The Pro Rata Right is intended to allow the Investor to maintain its proportionate ownership interest in the Company, on a fully diluted basis, through the Qualified Financing.

2.2 Scope. The Pro Rata Right granted hereunder applies solely to the first Equity Financing occurring after the conversion of the Investor's SAFE in accordance with its terms. For the avoidance of doubt, the Pro Rata Right does not apply to any subsequent equity financings, follow-on offerings, or other issuances of securities by the Company occurring after the closing of the Qualified Financing, unless the Investor is separately granted such rights pursuant to the definitive agreements entered into in connection with the Qualified Financing or otherwise.

2.3 Non-Transferability. The Pro Rata Right is personal to the Investor and may not be sold, assigned, pledged, hypothecated, or otherwise transferred by the Investor to any third party, except that the Investor may assign its Pro Rata Right to an affiliate of the Investor (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with the Investor, including any successor fund managed by Vantage Peak Capital Management LLC or its affiliates), provided that the Investor delivers prior written notice to the Company of any such assignment, identifying the affiliate assignee and confirming that such assignee agrees to be bound by the terms and conditions of this Side Letter. Any purported assignment in violation of this Section 2.3 shall be null and void and of no force or effect.

3. EXERCISE PROCEDURES

3.1 Notice. The Company shall provide written notice (the "Financing Notice") to the Investor at least ten (10) business days prior to the anticipated closing date of the Qualified Financing. The Financing Notice shall include the following information:

(a) a reasonably detailed description of the New Securities to be issued in the Qualified Financing, including the type and class of securities (e.g., Series A Preferred Stock), and the principal rights, preferences, and privileges of such securities;

(b) the price per share (or, in the case of convertible securities, the conversion price or valuation cap and discount rate, as applicable) and all other material terms and conditions of the offering, including any minimum or maximum investment amounts;

(c) the anticipated closing date of the Qualified Financing (or, if the Qualified Financing is expected to have multiple closings, the anticipated date of the initial closing and any subsequent closings); and

(d) the Investor's Pro Rata Share, calculated as of the date of the Financing Notice based on the Company's then-current capitalization on a fully diluted basis, together with reasonable supporting detail showing the components of the calculation, including the total number of shares of Capital Stock outstanding on a fully diluted basis.

The Company shall also make available to the Investor, promptly upon request, copies of the draft term sheet, subscription agreement, or other definitive documents relating to the Qualified Financing, to the extent such documents are then available, subject to the confidentiality provisions set forth in Section 8 of this Side Letter.

3.2 Election to Participate. The Investor shall have ten (10) business days from the date of receipt of the Financing Notice (the "Election Period") to elect to exercise its Pro Rata Right by delivering written notice (the "Election Notice") to the Company specifying the number of New Securities (up to and including the Investor's full Pro Rata Share) that the Investor wishes to purchase in the Qualified Financing. The Election Notice shall constitute an irrevocable commitment by the Investor to purchase the specified number of New Securities at the closing of the Qualified Financing, subject to the satisfaction of customary closing conditions applicable to all investors in the Qualified Financing.

If the Investor fails to deliver an Election Notice to the Company within the Election Period, or if the Investor delivers an Election Notice expressly declining to exercise its Pro Rata Right, the Investor shall be deemed to have waived its Pro Rata Right with respect to that particular Qualified Financing only. For the avoidance of doubt, any such waiver shall not constitute a waiver of any other rights of the Investor under this Side Letter, the SAFE, or otherwise, and shall not affect the Investor's rights (if any) under the definitive documents entered into in connection with the Qualified Financing.

3.3 Closing. If the Investor timely and validly exercises its Pro Rata Right in accordance with Section 3.2, the Investor shall purchase the number of New Securities specified in the Election Notice at the closing of the Qualified Financing (or, if the Qualified Financing has multiple closings, at the initial closing or at such subsequent closing as the Company and the Investor may mutually agree in writing). The purchase and sale of such New Securities shall be made on the same terms and conditions as are applicable to the other investors participating in the Qualified Financing, including without limitation execution of and compliance with any stock purchase agreement, investors' rights agreement, voting agreement, right of first refusal and co-sale agreement, and any other definitive agreements entered into by the investors in the Qualified Financing (collectively, the "Financing Documents"). Payment by the Investor of the aggregate purchase price for the New Securities shall be made by wire transfer of immediately available funds to an account designated by the Company, at or prior to the applicable closing date.

4. EXEMPTED SECURITIES; CUSTOMARY EXCEPTIONS

The Pro Rata Right granted under Section 2 of this Side Letter shall not apply to, and the term "New Securities" shall not include, any of the following issuances of securities by the Company (collectively, "Exempted Securities"):

(a) shares of Common Stock (or options, restricted stock units, or other equity awards to purchase or receive shares of Common Stock) issued or issuable to employees, officers, directors, advisors, or consultants of the Company (or any subsidiary of the Company) pursuant to any equity incentive plan, equity compensation arrangement, or stock purchase plan adopted or maintained by the Company, including the Company's 2022 Equity Incentive Plan (which currently authorizes the issuance of up to 1,200,000 shares of Common Stock, of which 480,000 shares have been granted and 720,000 shares remain available for future grant as of the date of this Side Letter), as such plan or plans may be amended, restated, supplemented, or replaced from time to time with the approval of the Company's Board of Directors;

(b) shares of Capital Stock issued upon the conversion of the SAFE, any other outstanding SAFEs issued by the Company (including without limitation the pre-seed SAFEs issued by the Company in August 2022 in an aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) at a post-money valuation cap of Eight Million Dollars ($8,000,000), and any other SAFEs issued in the SAFE Financing Round), or any other convertible securities of the Company outstanding as of the date of this Side Letter;

(c) shares of Capital Stock issued in connection with any bona fide strategic transaction approved by the Board of Directors of the Company, including without limitation joint ventures, technology licensing arrangements, partnerships, collaborations, distribution agreements, mergers, acquisitions, or similar strategic arrangements, provided that the primary purpose of such issuance is not the raising of capital and that the terms of such issuance are approved by the Board of Directors (including at least one independent director, if applicable) in good faith;

(d) shares of Capital Stock issued in connection with any stock split, stock dividend, stock combination, reclassification, recapitalization, or other similar event affecting the outstanding Capital Stock of the Company;

(e) shares of Capital Stock issued upon the exercise of warrants, options, or other rights, or upon the conversion of convertible notes or other convertible securities, in each case outstanding as of the date of this Side Letter; and

(f) shares of Capital Stock issued in connection with or as part of a Liquidity Event (as defined in the SAFE), including without limitation shares issued pursuant to an initial public offering, a merger, acquisition, or change of control transaction, or a direct listing.

5. TERMINATION OF PRO RATA RIGHTS

The Pro Rata Right granted under this Side Letter shall terminate automatically and without further action by either Party upon the earliest to occur of the following events:

(a) the closing of the Qualified Financing, whether or not the Investor exercises its Pro Rata Right with respect thereto—it being understood and agreed that the Pro Rata Right applies solely to the first Equity Financing occurring after the conversion of the SAFE, and that no further pro rata participation rights shall arise under this Side Letter following such closing;

(b) the consummation of a Liquidity Event (as defined in the SAFE), including without limitation a Change of Control, an initial public offering of the Company's Capital Stock, or a direct listing, in each case as may be further described in the SAFE;

(c) the dissolution, winding up, or cessation of substantially all business operations of the Company, including any Dissolution Event as defined in the SAFE;

(d) the termination of the SAFE for any reason prior to the conversion thereof, whether by mutual written agreement of the Company and the Investor, by operation of the terms of the SAFE, or otherwise; or

(e) the delivery by the Investor to the Company of a written instrument expressly and irrevocably waiving all of the Investor's rights under this Side Letter.

Upon the termination of the Pro Rata Right in accordance with this Section 5, this Side Letter shall be of no further force or effect, and neither Party shall have any further rights or obligations hereunder, except that the provisions of Section 7 (Representations and Warranties), Section 8 (Confidentiality), and Section 9 (Miscellaneous Provisions) shall survive any such termination.

6. INFORMATION RIGHTS IN CONNECTION WITH PRO RATA RIGHTS

In addition to any information rights that may be set forth in the SAFE or that the Investor may otherwise be entitled to under applicable law, the Company agrees that, upon reasonable request made by the Investor in connection with the Investor's evaluation of whether to exercise its Pro Rata Right, the Company shall provide the Investor with reasonable access to such financial and business information regarding the Company as is reasonably necessary for the Investor to evaluate its potential participation in the Qualified Financing. Such information may include, without limitation, the Company's most recent unaudited financial statements, a summary of key performance indicators, a current capitalization table, and such other information as the Investor may reasonably request and the Company is willing to provide, in each case subject to availability and the Company's reasonable determination of materiality. The Company shall not be required to disclose any information the disclosure of which would, in the reasonable judgment of the Company (after consultation with legal counsel), jeopardize any attorney-client privilege, work product protection, or other legal privilege, or violate any contractual obligation of confidentiality owed by the Company to a third party.

All information provided to the Investor pursuant to this Section 6 shall be treated as Confidential Information and shall be subject to the confidentiality provisions set forth in the SAFE and in Section 8 of this Side Letter.

7. REPRESENTATIONS AND WARRANTIES

7.1 Company Representations and Warranties

The Company hereby represents and warrants to the Investor as of the date of this Side Letter as follows:

(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821), and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The execution, delivery, and performance of this Side Letter by the Company has been duly authorized by all necessary corporate action on the part of the Company, including the written consent of the Board of Directors of the Company dated August 30, 2023, authorizing the SAFE Financing Round and the execution of this Side Letter and related documents. No further approval or authorization of any stockholder, the Board of Directors, or any other person or entity is required for the Company's execution and delivery of this Side Letter or the Company's performance of its obligations hereunder.

(c) Enforceability. This Side Letter constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

(d) No Conflicts. The execution, delivery, and performance of this Side Letter by the Company does not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of incorporation or bylaws, each as currently in effect, (ii) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) conflict with, or result in a breach or default under, any material contract, agreement, or instrument to which the Company is a party or by which any of its assets or properties is bound.

7.2 Investor Representations and Warranties

The Investor hereby represents and warrants to the Company as of the date of this Side Letter as follows:

(a) Organization and Existence. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to execute, deliver, and perform its obligations under this Side Letter.

(b) Authorization. The Investor has full power and authority to execute, deliver, and perform this Side Letter. The execution and delivery of this Side Letter by the undersigned representative of the Investor has been duly authorized by all necessary partnership action on the part of the Investor, including all requisite approvals of Vantage Peak Capital Management LLC, the general partner of the Investor.

(c) Enforceability. This Side Letter constitutes the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to the same limitations set forth in Section 7.1(c) above.

8. CONFIDENTIALITY

The existence and terms of this Side Letter, including without limitation the specific pro rata participation rights granted herein, the economic terms referenced herein, and any information exchanged by the Parties in connection herewith, are confidential and proprietary (collectively, "Confidential Information"). Neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party, except as follows:

(a) either Party may disclose Confidential Information to its legal counsel, accountants, tax advisors, auditors, and financial advisors, in each case on a need-to-know basis and provided that such recipients are bound by obligations of confidentiality no less protective than those set forth herein, including without limitation Calderwood & Harkness LLP (as counsel to the Company) and Whitfield Harte & Associates LLP (as counsel to the Investor);

(b) either Party may disclose Confidential Information to the extent required by applicable law, regulation, governmental rule, stock exchange requirement, or legal process (including any subpoena, civil investigative demand, or similar process), provided that the disclosing Party shall, to the extent legally permissible and reasonably practicable, provide prompt prior written notice to the other Party of such requirement so as to allow the other Party to seek a protective order or other appropriate remedy; and

(c) the Investor may disclose Confidential Information to its limited partners and prospective limited partners, in each case on a confidential basis and in accordance with the Investor's customary reporting practices, to the extent reasonably necessary for the Investor to comply with its reporting obligations to such persons.

The obligations set forth in this Section 8 shall survive the termination of this Side Letter for a period of two (2) years following such termination, or for such longer period as may be required to protect trade secrets under applicable law.

9. MISCELLANEOUS PROVISIONS

9.1 Governing Law

This Side Letter shall be governed by, and construed and enforced in accordance with, the 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. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the adjudication of any dispute arising out of or relating to this Side Letter, and each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts.

9.2 Entire Agreement; Relationship to SAFE

This Side Letter, together with the SAFE dated September 12, 2023, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to such subject matter. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the SAFE, the terms of the SAFE shall control and prevail, except with respect to the specific pro rata participation rights expressly granted under Section 2 of this Side Letter, which shall be governed exclusively by the terms of this Side Letter.

9.3 Amendment. This Side Letter may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both the Company and the Investor. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

9.4 Successors and Assigns

This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. The Investor may not assign, delegate, or otherwise transfer any of its rights or obligations under this Side Letter without the prior written consent of the Company, except that the Investor may assign its rights hereunder to an affiliate of the Investor (as described in Section 2.3), provided that the Investor delivers prior written notice to the Company identifying the assignee and confirming that such assignee has agreed in writing to be bound by the terms and conditions of this Side Letter. The Company may not assign this Side Letter 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, in which case the surviving or acquiring entity shall be bound by the Company's obligations hereunder.

9.5 Severability. If any provision of this Side Letter (or any portion thereof) is 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 Side Letter (or the remaining portion of such provision), and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein, provided that the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.

9.6 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), (b) on the third business day after being sent by registered or certified mail, return receipt requested, postage prepaid, or (c) when transmitted by email (with confirmation of receipt by the recipient, including by reply email, automated read receipt, or other written confirmation), in each case addressed as follows:

If to the Company:

Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, California 94105

Attention: Priya Narasimhan, Chief Executive Officer

Email: priya@lumosanalytics.com

If to the Investor:

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

Attention: Samantha Reyes, Principal

Email: sreyes@vantagepeakventures.com

Either Party may change its address or other contact information for purposes of notices hereunder by giving written notice of such change to the other Party in accordance with this Section 9.6.

9.7 Counterparts. This Side Letter 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. Execution and delivery of this Side Letter by means of electronic signature (including via Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA)) shall be deemed valid and sufficient execution and delivery for all purposes and shall have the same force and effect as an original ink signature. Delivery of an executed counterpart of this Side Letter by facsimile transmission, email attachment (in .pdf or similar format), or other electronic means shall be equally effective as delivery of a manually executed counterpart.

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

SIGNATURE PAGE TO PRO RATA RIGHTS SIDE LETTER

IN WITNESS WHEREOF, the Parties have executed this Pro Rata Rights Side Letter as of the date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: September 12, 2023

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

PRO RATA RIGHTS SIDE LETTER
September 12, 2023
Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, CA 94105
Vantage Peak Ventures Fund II, L.P. 2900 Sand Hill Road, Suite 240 Menlo Park, CA 94025
Ladies and Gentlemen:
This Pro Rata Rights Side Letter (this "Side Letter") is entered into as of September 12, 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, California 94105, and Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership (the "Investor"), with its principal office located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025. The Company and the Investor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, concurrently with the execution of this Side Letter, the Company and the Investor are entering into that certain Post-Money Simple Agreement for Future Equity, dated as of September 12, 2023 (the "SAFE"), pursuant to which the Investor has agreed to purchase a SAFE from the Company with a Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) and a Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000);
WHEREAS, this Side Letter is entered into concurrently with, and as a condition to, the execution and delivery of the SAFE, and the Investor would not have entered into the SAFE absent the Company's agreement to provide the pro rata participation rights set forth herein;
WHEREAS, the SAFE is being issued as part of a broader financing round in which the Company is targeting up to Six Million Eight Hundred Thousand Dollars ($6,800,000) in aggregate investments pursuant to Post-Money SAFEs on substantially similar terms (the "SAFE Financing Round");
WHEREAS, the Company desires to grant the Investor certain pro rata participation rights in connection with the next Equity Financing (as defined in the SAFE) following the conversion of the SAFE, and the Investor desires to receive such rights, all on the terms and subject to the conditions set forth in this Side Letter; and
WHEREAS, the Board of Directors of the Company has approved the execution and delivery of this Side Letter and the grant of the rights contained herein in connection with the authorization of the SAFE Financing Round.
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:
1. DEFINITIONS
As used in this Side Letter, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to them in the SAFE.
1.1 "Company" means Lumos Analytics Inc., a Delaware corporation.
1.2 "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, acting through its general partner, Vantage Peak Capital Management LLC, a Delaware limited liability company.
1.3 "SAFE" means that certain Post-Money Simple Agreement for Future Equity, dated as of September 12, 2023, by and between the Company and the Investor, with a Purchase Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) and a Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000), as the same may be amended from time to time in accordance with its terms.
1.4 "Equity Financing" shall have the meaning set forth in the SAFE, which is defined therein as 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 valuation, including but not limited to combinent price-per-share determinations, with aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding any and all amounts received by the Company upon the conversion of SAFEs and other convertible instruments issued by the Company.
1.5 "Pro Rata Share" means the ratio, expressed as a percentage, of (a) the number of shares of Capital Stock of the Company issued or issuable upon conversion of the SAFE, calculated using the Post-Money Valuation Cap of Twenty-Eight Million Dollars ($28,000,000) and the applicable conversion mechanics set forth in the SAFE, to (b) the total number of shares of Capital Stock of the Company outstanding on a fully diluted basis immediately prior to the closing of the Qualified Financing, including, without limitation and without duplication, all shares of Common Stock then outstanding, all shares of Preferred Stock then outstanding (on an as-converted basis), all shares reserved and available for future grant under any equity incentive plan of the Company, all shares issuable upon the exercise of outstanding options and warrants, and all shares issued or issuable upon conversion of all outstanding SAFEs (including the SAFE) and other convertible securities. For the avoidance of doubt, based on the Purchase Amount of $3,500,000 and the Post-Money Valuation Cap of $28,000,000, the Investor's pro forma ownership percentage at conversion is twelve and one-half percent (12.50%), and the Pro Rata Share shall be calculated accordingly, subject to adjustment based on the actual capitalization of the Company at the time of the Qualified Financing.
1.6 "Qualified Financing" means the first Equity Financing that occurs following the conversion of the SAFE in accordance with its terms.
1.7 "New Securities" means shares of Capital Stock of the Company (or securities convertible into or exercisable for Capital Stock of the Company, including without limitation shares of Preferred Stock, convertible notes, or warrants) issued by the Company in a Qualified Financing, but excluding Exempted Securities (as defined in Section 4 of this Side Letter).
1.8 "Financing Notice" shall have the meaning set forth in Section 3.1 of this Side Letter.
2. GRANT OF PRO RATA RIGHTS
2.1 Grant. Subject to the terms and conditions of this Side Letter, the Company hereby grants to the Investor the right (but not the obligation) to purchase up to its Pro Rata Share of any New Securities issued in the Qualified Financing, on the same price, terms, and conditions as such New Securities are offered to other investors participating in the Qualified Financing (the "Pro Rata Right"). The Pro Rata Right is intended to allow the Investor to maintain its proportionate ownership interest in the Company, on a fully diluted basis, through the Qualified Financing.
2.2 Scope. The Pro Rata Right granted hereunder applies solely to the first Equity Financing occurring after the conversion of the Investor's SAFE in accordance with its terms. For the avoidance of doubt, the Pro Rata Right does not apply to any subsequent equity financings, follow-on offerings, or other issuances of securities by the Company occurring after the closing of the Qualified Financing, unless the Investor is separately granted such rights pursuant to the definitive agreements entered into in connection with the Qualified Financing or otherwise.
2.3 Non-Transferability. The Pro Rata Right is personal to the Investor and may not be sold, assigned, pledged, hypothecated, or otherwise transferred by the Investor to any third party, except that the Investor may assign its Pro Rata Right to an affiliate of the Investor (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with the Investor, including any successor fund managed by Vantage Peak Capital Management LLC or its affiliates), provided that the Investor delivers prior written notice to the Company of any such assignment, identifying the affiliate assignee and confirming that such assignee agrees to be bound by the terms and conditions of this Side Letter. Any purported assignment in violation of this Section 2.3 shall be null and void and of no force or effect.
3. EXERCISE PROCEDURES
3.1 Notice. The Company shall provide written notice (the "Financing Notice") to the Investor at least ten (10) business days prior to the anticipated closing date of the Qualified Financing. The Financing Notice shall include the following information:
(a) a reasonably detailed description of the New Securities to be issued in the Qualified Financing, including the type and class of securities (e.g., Series A Preferred Stock), and the principal rights, preferences, and privileges of such securities;
(b) the price per share (or, in the case of convertible securities, the conversion price or valuation cap and discount rate, as applicable) and all other material terms and conditions of the offering, including any minimum or maximum investment amounts;
(c) the anticipated closing date of the Qualified Financing (or, if the Qualified Financing is expected to have multiple closings, the anticipated date of the initial closing and any subsequent closings); and
(d) the Investor's Pro Rata Share, calculated as of the date of the Financing Notice based on the Company's then-current capitalization on a fully diluted basis, together with reasonable supporting detail showing the components of the calculation, including the total number of shares of Capital Stock outstanding on a fully diluted basis.
The Company shall also make available to the Investor, promptly upon request, copies of the draft term sheet, subscription agreement, or other definitive documents relating to the Qualified Financing, to the extent such documents are then available, subject to the confidentiality provisions set forth in Section 8 of this Side Letter.
3.2 Election to Participate. The Investor shall have ten (10) business days from the date of receipt of the Financing Notice (the "Election Period") to elect to exercise its Pro Rata Right by delivering written notice (the "Election Notice") to the Company specifying the number of New Securities (up to and including the Investor's full Pro Rata Share) that the Investor wishes to purchase in the Qualified Financing. The Election Notice shall constitute an irrevocable commitment by the Investor to purchase the specified number of New Securities at the closing of the Qualified Financing, subject to the satisfaction of customary closing conditions applicable to all investors in the Qualified Financing.
If the Investor fails to deliver an Election Notice to the Company within the Election Period, or if the Investor delivers an Election Notice expressly declining to exercise its Pro Rata Right, the Investor shall be deemed to have waived its Pro Rata Right with respect to that particular Qualified Financing only. For the avoidance of doubt, any such waiver shall not constitute a waiver of any other rights of the Investor under this Side Letter, the SAFE, or otherwise, and shall not affect the Investor's rights (if any) under the definitive documents entered into in connection with the Qualified Financing.
3.3 Closing. If the Investor timely and validly exercises its Pro Rata Right in accordance with Section 3.2, the Investor shall purchase the number of New Securities specified in the Election Notice at the closing of the Qualified Financing (or, if the Qualified Financing has multiple closings, at the initial closing or at such subsequent closing as the Company and the Investor may mutually agree in writing). The purchase and sale of such New Securities shall be made on the same terms and conditions as are applicable to the other investors participating in the Qualified Financing, including without limitation execution of and compliance with any stock purchase agreement, investors' rights agreement, voting agreement, right of first refusal and co-sale agreement, and any other definitive agreements entered into by the investors in the Qualified Financing (collectively, the "Financing Documents"). Payment by the Investor of the aggregate purchase price for the New Securities shall be made by wire transfer of immediately available funds to an account designated by the Company, at or prior to the applicable closing date.
4. EXEMPTED SECURITIES; CUSTOMARY EXCEPTIONS
The Pro Rata Right granted under Section 2 of this Side Letter shall not apply to, and the term "New Securities" shall not include, any of the following issuances of securities by the Company (collectively, "Exempted Securities"):
(a) shares of Common Stock (or options, restricted stock units, or other equity awards to purchase or receive shares of Common Stock) issued or issuable to employees, officers, directors, advisors, or consultants of the Company (or any subsidiary of the Company) pursuant to any equity incentive plan, equity compensation arrangement, or stock purchase plan adopted or maintained by the Company, including the Company's 2022 Equity Incentive Plan (which currently authorizes the issuance of up to 1,200,000 shares of Common Stock, of which 480,000 shares have been granted and 720,000 shares remain available for future grant as of the date of this Side Letter), as such plan or plans may be amended, restated, supplemented, or replaced from time to time with the approval of the Company's Board of Directors;
(b) shares of Capital Stock issued upon the conversion of the SAFE, any other outstanding SAFEs issued by the Company (including without limitation the pre-seed SAFEs issued by the Company in August 2022 in an aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) at a post-money valuation cap of Eight Million Dollars ($8,000,000), and any other SAFEs issued in the SAFE Financing Round), or any other convertible securities of the Company outstanding as of the date of this Side Letter;
(c) shares of Capital Stock issued in connection with any bona fide strategic transaction approved by the Board of Directors of the Company, including without limitation joint ventures, technology licensing arrangements, partnerships, collaborations, distribution agreements, mergers, acquisitions, or similar strategic arrangements, provided that the primary purpose of such issuance is not the raising of capital and that the terms of such issuance are approved by the Board of Directors (including at least one independent director, if applicable) in good faith;
(d) shares of Capital Stock issued in connection with any stock split, stock dividend, stock combination, reclassification, recapitalization, or other similar event affecting the outstanding Capital Stock of the Company;
(e) shares of Capital Stock issued upon the exercise of warrants, options, or other rights, or upon the conversion of convertible notes or other convertible securities, in each case outstanding as of the date of this Side Letter; and
(f) shares of Capital Stock issued in connection with or as part of a Liquidity Event (as defined in the SAFE), including without limitation shares issued pursuant to an initial public offering, a merger, acquisition, or change of control transaction, or a direct listing.
5. TERMINATION OF PRO RATA RIGHTS
The Pro Rata Right granted under this Side Letter shall terminate automatically and without further action by either Party upon the earliest to occur of the following events:
(a) the closing of the Qualified Financing, whether or not the Investor exercises its Pro Rata Right with respect thereto—it being understood and agreed that the Pro Rata Right applies solely to the first Equity Financing occurring after the conversion of the SAFE, and that no further pro rata participation rights shall arise under this Side Letter following such closing;
(b) the consummation of a Liquidity Event (as defined in the SAFE), including without limitation a Change of Control, an initial public offering of the Company's Capital Stock, or a direct listing, in each case as may be further described in the SAFE;
(c) the dissolution, winding up, or cessation of substantially all business operations of the Company, including any Dissolution Event as defined in the SAFE;
(d) the termination of the SAFE for any reason prior to the conversion thereof, whether by mutual written agreement of the Company and the Investor, by operation of the terms of the SAFE, or otherwise; or
(e) the delivery by the Investor to the Company of a written instrument expressly and irrevocably waiving all of the Investor's rights under this Side Letter.
Upon the termination of the Pro Rata Right in accordance with this Section 5, this Side Letter shall be of no further force or effect, and neither Party shall have any further rights or obligations hereunder, except that the provisions of Section 7 (Representations and Warranties), Section 8 (Confidentiality), and Section 9 (Miscellaneous Provisions) shall survive any such termination.
6. INFORMATION RIGHTS IN CONNECTION WITH PRO RATA RIGHTS
In addition to any information rights that may be set forth in the SAFE or that the Investor may otherwise be entitled to under applicable law, the Company agrees that, upon reasonable request made by the Investor in connection with the Investor's evaluation of whether to exercise its Pro Rata Right, the Company shall provide the Investor with reasonable access to such financial and business information regarding the Company as is reasonably necessary for the Investor to evaluate its potential participation in the Qualified Financing. Such information may include, without limitation, the Company's most recent unaudited financial statements, a summary of key performance indicators, a current capitalization table, and such other information as the Investor may reasonably request and the Company is willing to provide, in each case subject to availability and the Company's reasonable determination of materiality. The Company shall not be required to disclose any information the disclosure of which would, in the reasonable judgment of the Company (after consultation with legal counsel), jeopardize any attorney-client privilege, work product protection, or other legal privilege, or violate any contractual obligation of confidentiality owed by the Company to a third party.
All information provided to the Investor pursuant to this Section 6 shall be treated as Confidential Information and shall be subject to the confidentiality provisions set forth in the SAFE and in Section 8 of this Side Letter.
7. REPRESENTATIONS AND WARRANTIES
7.1 Company Representations and Warranties
The Company hereby represents and warrants to the Investor as of the date of this Side Letter as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821), and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. The execution, delivery, and performance of this Side Letter by the Company has been duly authorized by all necessary corporate action on the part of the Company, including the written consent of the Board of Directors of the Company dated August 30, 2023, authorizing the SAFE Financing Round and the execution of this Side Letter and related documents. No further approval or authorization of any stockholder, the Board of Directors, or any other person or entity is required for the Company's execution and delivery of this Side Letter or the Company's performance of its obligations hereunder.
(c) Enforceability. This Side Letter constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(d) No Conflicts. The execution, delivery, and performance of this Side Letter by the Company does not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of incorporation or bylaws, each as currently in effect, (ii) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree of any governmental authority, or (iii) conflict with, or result in a breach or default under, any material contract, agreement, or instrument to which the Company is a party or by which any of its assets or properties is bound.
7.2 Investor Representations and Warranties
The Investor hereby represents and warrants to the Company as of the date of this Side Letter as follows:
(a) Organization and Existence. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to execute, deliver, and perform its obligations under this Side Letter.
(b) Authorization. The Investor has full power and authority to execute, deliver, and perform this Side Letter. The execution and delivery of this Side Letter by the undersigned representative of the Investor has been duly authorized by all necessary partnership action on the part of the Investor, including all requisite approvals of Vantage Peak Capital Management LLC, the general partner of the Investor.
(c) Enforceability. This Side Letter constitutes the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to the same limitations set forth in Section 7.1(c) above.
8. CONFIDENTIALITY
The existence and terms of this Side Letter, including without limitation the specific pro rata participation rights granted herein, the economic terms referenced herein, and any information exchanged by the Parties in connection herewith, are confidential and proprietary (collectively, "Confidential Information"). Neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Party, except as follows:
(a) either Party may disclose Confidential Information to its legal counsel, accountants, tax advisors, auditors, and financial advisors, in each case on a need-to-know basis and provided that such recipients are bound by obligations of confidentiality no less protective than those set forth herein, including without limitation Calderwood & Harkness LLP (as counsel to the Company) and Whitfield Harte & Associates LLP (as counsel to the Investor);
(b) either Party may disclose Confidential Information to the extent required by applicable law, regulation, governmental rule, stock exchange requirement, or legal process (including any subpoena, civil investigative demand, or similar process), provided that the disclosing Party shall, to the extent legally permissible and reasonably practicable, provide prompt prior written notice to the other Party of such requirement so as to allow the other Party to seek a protective order or other appropriate remedy; and
(c) the Investor may disclose Confidential Information to its limited partners and prospective limited partners, in each case on a confidential basis and in accordance with the Investor's customary reporting practices, to the extent reasonably necessary for the Investor to comply with its reporting obligations to such persons.
The obligations set forth in this Section 8 shall survive the termination of this Side Letter for a period of two (2) years following such termination, or for such longer period as may be required to protect trade secrets under applicable law.
9. MISCELLANEOUS PROVISIONS
9.1 Governing Law
This Side Letter shall be governed by, and construed and enforced in accordance with, the 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. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the adjudication of any dispute arising out of or relating to this Side Letter, and each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts.
9.2 Entire Agreement; Relationship to SAFE
This Side Letter, together with the SAFE dated September 12, 2023, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties with respect to such subject matter. In the event of any conflict or inconsistency between the terms and provisions of this Side Letter and the terms and provisions of the SAFE, the terms of the SAFE shall control and prevail, except with respect to the specific pro rata participation rights expressly granted under Section 2 of this Side Letter, which shall be governed exclusively by the terms of this Side Letter.
9.3 Amendment.  This Side Letter may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both the Company and the Investor. No waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power, or remedy under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
9.4 Successors and Assigns
This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. The Investor may not assign, delegate, or otherwise transfer any of its rights or obligations under this Side Letter without the prior written consent of the Company, except that the Investor may assign its rights hereunder to an affiliate of the Investor (as described in Section 2.3), provided that the Investor delivers prior written notice to the Company identifying the assignee and confirming that such assignee has agreed in writing to be bound by the terms and conditions of this Side Letter. The Company may not assign this Side Letter 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, in which case the surviving or acquiring entity shall be bound by the Company's obligations hereunder.
9.5 Severability.  If any provision of this Side Letter (or any portion thereof) is 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 Side Letter (or the remaining portion of such provision), and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein, provided that the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.
9.6 Notices.  All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), (b) on the third business day after being sent by registered or certified mail, return receipt requested, postage prepaid, or (c) when transmitted by email (with confirmation of receipt by the recipient, including by reply email, automated read receipt, or other written confirmation), in each case addressed as follows:
If to the Company:
Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, California 94105
Attention: Priya Narasimhan, Chief Executive Officer
Email: priya@lumosanalytics.com
If to the Investor:
Vantage Peak Ventures Fund II, L.P. c/o Vantage Peak Capital Management LLC 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025
Attention: Samantha Reyes, Principal
Email: sreyes@vantagepeakventures.com
Either Party may change its address or other contact information for purposes of notices hereunder by giving written notice of such change to the other Party in accordance with this Section 9.6.
9.7 Counterparts.  This Side Letter 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. Execution and delivery of this Side Letter by means of electronic signature (including via Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA)) shall be deemed valid and sufficient execution and delivery for all purposes and shall have the same force and effect as an original ink signature. Delivery of an executed counterpart of this Side Letter by facsimile transmission, email attachment (in .pdf or similar format), or other electronic means shall be equally effective as delivery of a manually executed counterpart.
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SIGNATURE PAGE TO PRO RATA RIGHTS SIDE LETTER
IN WITNESS WHEREOF, the Parties have executed this Pro Rata Rights Side Letter as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: September 12, 2023
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

PRO RATA RIGHTS SIDE LETTER

RECITALS

SIGNATURE PAGE TO PRO RATA RIGHTS SIDE LETTER

LUMOS ANALYTICS INC.

VANTAGE PEAK VENTURES FUND II, L.P.

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