1008-00003 · Client 1008 · Transaction Documents/SAFE Drafts

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CONFIDENTIAL Calderwood & Harkness LLP Matter No. 1008-00003

POST-MONEY SAFE (Simple Agreement for Future Equity)

REVISED DRAFT — September 11, 2023

Prepared by Calderwood & Harkness LLP on behalf of Lumos Analytics Inc. Circulated to Whitfield Harte & Associates LLP for review on behalf of Vantage Peak Ventures Fund II, L.P.

This revised draft dated September 11, 2023 reflects changes negotiated between Calderwood & Harkness LLP (counsel to the Company) and Whitfield Harte & Associates LLP (counsel to the Investor) following receipt of Whitfield Harte's markup on September 8, 2023. Key revisions from the first draft (September 5, 2023) include: (1) narrowed MFN provision to apply only to instruments issued as part of the current round; (2) expanded information rights to include quarterly updates and material adverse development notifications, subject to agreed limitations; and (3) removal of pro rata rights from the body of the SAFE in favor of a separate Pro Rata Rights Side Letter. This draft is circulated as near-final and subject to Whitfield Harte's confirmation.

Prepared by: Omar Siddiqui, Associate, Calderwood & Harkness LLP Reviewed by: Patricia Dunmore, Partner, Calderwood & Harkness LLP

SAFE

(Simple Agreement for Future Equity)

THIS SAFE (this "Safe") is entered into as of __, 2023 (the "Effective Date"), by and between:

Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal place of business 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 place of business 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 the right to receive certain equity securities of the Company upon the occurrence of certain events, on the terms and subject to the conditions set forth herein; and

WHEREAS, the Company desires to accept such funding from the Investor on the terms and subject to the conditions set forth herein;

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

Purchase Amount: $3,500,000

Post-Money Valuation Cap: $28,000,000

discount Rate: N/A

This instrument is based on the Calderon Partners LLC standard Post-Money SAFE form, as modified by agreement of the parties. In the event of any ambiguity, the terms of this instrument as set forth herein shall control.

Section 1: Events

Section 1(a): Equity Financing

Upon the closing of an Equity Financing (as defined in Section 2 below), this Safe will automatically convert into shares of the Company's capital stock as follows:

(i) The Safe will automatically convert into a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. The "Conversion Price" shall be the lower of: (A) the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization (each as defined below); or (B) the price per share of the Standard Preferred Stock sold to investors in the Equity Financing. Because no discount Rate applies to this Safe, no discounted price alternative is applicable, and the Conversion Price shall be determined solely by reference to the foregoing clauses (A) and (B).

(ii) The Company shall promptly issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price, rounded down to the nearest whole share.

(iii) The Investor shall receive shares of Safe Preferred Stock having the same rights, privileges, preferences, and restrictions as the shares of Standard Preferred Stock issued to investors in the Equity Financing; provided, however, that if the Conversion Price is determined by reference to the Post-Money Valuation Cap (i.e., clause (A) above yields a lower price per share than clause (B) above), the shares of Safe Preferred Stock issued to the Investor shall have rights, privileges, preferences, and restrictions identical to those of the Standard Preferred Stock, except that: (x) the per-share liquidation preference of such Safe Preferred Stock shall equal the Conversion Price (rather than the price per share paid by the investors in the Equity Financing); and (y) the conversion price for purposes of price-based anti-dilution protection applicable to such Safe Preferred Stock shall be the Conversion Price.

(iv) For the avoidance of doubt, the Equity Financing must have aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding all proceeds received by the Company from the conversion of this Safe, any other SAFEs, and any other convertible instruments into shares of Preferred Stock in connection with such Equity Financing.

(v) In connection with the issuance of shares of Safe Preferred Stock or Standard Preferred Stock to the Investor pursuant to this Section 1(a), the Investor shall execute and deliver all transaction documents related to the Equity Financing to the same extent as the investors participating in the Equity Financing, including any stock purchase agreement, investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, and any other ancillary agreements, in each case with customary and appropriate modifications to reflect the issuance of Safe Preferred Stock in lieu of Standard Preferred Stock (if applicable).

Section 1(b): Liquidity Event

If a Liquidity Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing:

(i) The Investor shall have the option, at its sole election, to either:

(A) receive from the Company a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or

(B) receive from the Company a number of shares of the Company's Common Stock equal to the Purchase Amount divided by the Liquidity Price (as defined in Section 2 below), with any fractional shares rounded down to the nearest whole share.

(ii) The Investor shall notify the Company in writing of its election under clause (i) above promptly upon receipt of notice of the Liquidity Event and, in any event, no later than five (5) business days prior to the consummation of the Liquidity Event. If the Investor fails to deliver timely notice of its election, the Investor shall be deemed to have elected the option set forth in clause (i)(B) above (i.e., receipt of shares of Common Stock).

(iii) Any cash payment or share issuance to the Investor pursuant to this Section 1(b) shall be made immediately prior to, or concurrent with, the consummation of the Liquidity Event. In the event of a Liquidity Event that constitutes a Change of Control, the acquirer may assume the Company's obligations under this Section 1(b) and fulfill such obligations directly.

(iv) If, upon the occurrence of a Liquidity Event, the Company's available funds or assets are insufficient to pay the full Cash-Out Amount to the Investor (and to all other holders of SAFEs who have elected to receive a cash payment), the available funds or assets shall be distributed among such holders on a pro rata basis in proportion to the full Cash-Out Amounts to which they would otherwise be entitled.

Section 1(c): Dissolution Event

If a Dissolution Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing or a Liquidity Event:

(i) The Company shall pay to the Investor an amount equal to the Purchase Amount from the Company's remaining assets legally available for distribution to its stockholders (the "Dissolution Amount").

(ii) The Dissolution Amount shall be paid in the following order of priority: first, after the satisfaction of all of the Company's outstanding debts and obligations and all claims of the Company's creditors (including, without limitation, any secured and unsecured creditors); second, in preference to any distributions to holders of the Company's Common Stock; and third, pari passu with payments to holders of any other outstanding SAFEs issued by the Company.

(iii) If the Company's assets available for distribution to stockholders are insufficient to permit payment in full of the Dissolution Amount to the Investor and the corresponding dissolution amounts payable to all other holders of outstanding SAFEs, the available assets shall be distributed among the Investor and such other SAFE holders on a pro rata basis in proportion to their respective Purchase Amounts.

(iv) The Investor acknowledges that the Company's assets may be insufficient to pay any portion of the Dissolution Amount and that the Investor's right to receive the Dissolution Amount is subordinate to the claims of all creditors of the Company.

Section 1(d): Termination

This Safe will automatically terminate, without requiring any further action by either party, upon the earliest to occur of the following:

(i) the issuance of shares of Safe Preferred Stock or Standard Preferred Stock to the Investor pursuant to an Equity Financing conversion under Section 1(a);

(ii) the payment of the Cash-Out Amount or the issuance of shares of Common Stock to the Investor pursuant to a Liquidity Event under Section 1(b); or

(iii) the payment (whether in full or in part, in the case of insufficient assets) of the Dissolution Amount to the Investor pursuant to a Dissolution Event under Section 1(c).

Upon termination, this Safe 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 8 (Miscellaneous) that by their nature are intended to survive termination shall survive.

Section 2: Definitions

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

"Capital Stock" means the shares of any class of stock of the Company, including Common Stock and Preferred Stock of any series.

"Company Capitalization" means the sum, as of immediately prior to the applicable conversion event, of: (a) all shares of Capital Stock issued and outstanding, assuming the conversion of all outstanding shares of Preferred Stock into shares of Common Stock; (b) all shares of Common Stock reserved and available for future grant under any equity incentive plan of the Company, including, without limitation, the Company's 2022 Equity Incentive Plan, and including any increases to the shares reserved under such plans resulting from "evergreen" or similar automatic increase provisions; (c) all outstanding options, warrants, and other rights to acquire shares of Capital Stock, whether vested or unvested, including options granted under any equity incentive plan; and (d) all shares of Capital Stock issuable upon conversion of all outstanding SAFEs and other convertible instruments (with such number of shares calculated by dividing the purchase amount of each such instrument by the applicable conversion price, determined using the post-money valuation cap method applicable to each such instrument). Notwithstanding the foregoing, Company Capitalization shall not include any shares issuable upon conversion of any SAFEs, convertible notes, or other convertible instruments that have not yet been issued or sold as of the date of the applicable conversion event.

For reference purposes only and not as a representation or warranty (except as set forth in Section 3(e) below), the Company's current capitalization as of the Effective Date is as follows: (i) 10,000,000 authorized shares of Common Stock, of which 8,600,000 shares are issued and outstanding; (ii) 1,200,000 shares reserved under the Company's 2022 Equity Incentive Plan, of which 480,000 shares have been granted pursuant to outstanding option awards and 720,000 shares remain available for future grant; and (iii) outstanding pre-seed SAFEs with aggregate purchase amounts of $1,200,000 and a post-money valuation cap of $8,000,000.

"Change of Control" means any transaction or series of related transactions resulting in: (a) the acquisition, directly or indirectly, by any person, entity, or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), of beneficial ownership of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding securities; (b) a merger, consolidation, reorganization, or similar business combination transaction involving the Company, unless the holders of the Company's outstanding voting securities immediately prior to such transaction continue to hold more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the consummation of such transaction; or (c) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company.

"Direct Listing" means the Company's listing of its Common Stock (or any securities representing or equivalent to its Common Stock) 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 or equivalent form) filed under the Securities Act of 1933, as amended, that is not filed in connection with, and does not contemplate, a concurrent firm commitment underwritten public offering of the Company's Common Stock.

"Dissolution Event" means: (a) a voluntary termination of operations of the Company; (b) a general assignment for the benefit of the Company's creditors; or (c) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary; provided, however, that a Dissolution Event shall not include any transaction that constitutes a Liquidity Event.

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

"Initial Public Offering" means the closing of the Company's first firm commitment underwritten initial public offering of shares of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission.

"Liquidity Event" means a Change of Control, an Initial Public Offering, or a Direct Listing.

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

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

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

"Safe Preferred Stock" means the shares of a series of the Company's Preferred Stock issued to the Investor in an Equity Financing pursuant to the conversion of this Safe under Section 1(a), having identical rights, privileges, preferences, and restrictions as the shares of Standard Preferred Stock issued in such Equity Financing, except that: (a) the per-share liquidation preference of such Safe Preferred Stock shall equal the Conversion Price (as determined under Section 1(a)); and (b) the conversion price for purposes of any price-based anti-dilution protection applicable to such Safe Preferred Stock shall be the Conversion Price.

"Standard Preferred Stock" means the shares of the series of Preferred Stock of the Company issued to investors in the Equity Financing (other than shares issued upon conversion of SAFEs or other convertible instruments).

"SAFE" or "Safe" means this Simple Agreement for Future Equity instrument, including all exhibits and schedules attached hereto, as the same may be amended from time to time in accordance with Section 8(c).

Section 3: Company Representations

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

Section 3(a): Organization and Good Standing

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821). The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial condition.

Section 3(b): Authorization

The execution, delivery, and performance by the Company of this Safe and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including a Written Consent of the Board of Directors of the Company dated August 30, 2023, authorizing the issuance of SAFEs in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000). This Safe, when executed and delivered by the Company, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3(c): No Conflict

The execution, delivery, and performance by the Company of this Safe, and the consummation of the transactions contemplated hereby (including the issuance of the shares of Safe Preferred Stock or Common Stock upon conversion of this Safe), do not and will not: (i) violate or conflict with any provision of the Company's Certificate of Incorporation (as amended or restated) or Bylaws (as amended or restated); (ii) violate, conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the termination of, or create any right of acceleration under, any material agreement, contract, instrument, mortgage, lien, lease, permit, or obligation to which the Company is a party or by which the Company or any of its properties or assets is bound; or (iii) result in the creation or imposition of any lien, security interest, or encumbrance upon any of the Company's properties or assets.

Section 3(d): Valid Issuance

The shares of Safe Preferred Stock or Common Stock issuable upon conversion of this Safe, when issued, sold, and delivered in accordance with the terms and conditions of this Safe and for the consideration expressed herein, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions, other than: (i) restrictions on transfer under this Safe; (ii) restrictions on transfer under applicable federal and state securities laws; and (iii) any liens or encumbrances created by or imposed upon the Investor.

Section 3(e): Capitalization

As of the Effective Date, the Company's authorized capital stock consists of 10,000,000 shares of Common Stock, $0.0001 par value per share, of which 8,600,000 shares are issued and outstanding. The Company has reserved 1,200,000 shares of Common Stock for issuance under its 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares remain available for future issuance. Except as set forth in this Section 3(e) and as otherwise disclosed in writing to the Investor prior to the date hereof, there are no other outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights, agreements, or commitments to acquire any shares of the Company's Capital Stock or any securities convertible into or exchangeable for shares of the Company's Capital Stock, other than (a) the pre-seed SAFEs previously described in the Company's disclosure to the Investor, which have aggregate purchase amounts of $1,200,000 and a post-money valuation cap of $8,000,000, and (b) this Safe.

Section 4: Investor Representations

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

Section 4(a): Accredited Investor

The Investor represents that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and that the Investor has completed, or will complete prior to the Effective Date, any applicable investor questionnaire or accredited investor certification as may be reasonably requested by the Company.

Section 4(b): Investment Intent

The Investor is acquiring this Safe, and upon conversion of this Safe will acquire the underlying shares of Safe Preferred Stock, Standard Preferred Stock, or Common Stock (as applicable), for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended. The Investor understands that this Safe and the underlying securities have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws, by reason of specific exemptions from the registration provisions thereof, which exemptions depend upon, among other things, the bona fide nature of the investment intent as expressed herein.

Section 4(c): Investment Experience and Risk

The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Safe. The Investor understands that the investment in this Safe involves a high degree of risk, including, without limitation, the risk of total loss of the Purchase Amount. The Investor acknowledges that the Company is an early-stage enterprise, having been incorporated on January 14, 2022, with a limited operating history, limited revenue, and no assurance of future profitability or success. The Investor is able to bear the economic risk of the investment for an indefinite period and can afford a complete loss of such investment.

Section 4(d): No Public Market

The Investor acknowledges that there is currently no public trading market for this Safe or for the Company's Common Stock, Preferred Stock, or any other securities of the Company, and that no assurance has been given that any such public market will develop. The Investor further acknowledges that the Safe and the securities issuable upon conversion thereof are subject to significant restrictions on transfer, as set forth herein and under applicable securities laws.

Section 4(e): 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, and the execution, delivery, and performance of this Safe on behalf of the Investor have been duly authorized by Vantage Peak Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of Vantage Peak Ventures Fund II, L.P. This Safe, when executed and delivered by the Investor, will constitute a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

Section 5: Most Favored Nation Provision

(a) If, after the Effective Date and prior to the termination of this Safe pursuant to Section 1(d), the Company issues any SAFE, convertible note, or other convertible instrument (a "Subsequent Instrument") that contains terms that are, taken as a whole, more favorable to the holder thereof than the terms of this Safe are to the Investor, then the Investor may elect to amend this Safe to reflect such more favorable terms. To exercise this right, the Investor must deliver written notice to the Company within fifteen (15) days after the Company provides written notice to the Investor of the issuance of such Subsequent Instrument (together with a copy of the form thereof, which may be redacted to remove the identity of the counterparty thereto if the Company determines such redaction to be reasonably necessary to comply with a confidentiality obligation). Upon timely delivery of such written notice by the Investor, this Safe shall be deemed automatically amended to incorporate such more favorable terms, effective as of the date of the Investor's notice.

(b) Notwithstanding the foregoing, the Investor's rights under this Section 5 shall apply only to Subsequent Instruments that are issued as part of the same financing round as this Safe (i.e., the Company's current SAFE round targeting aggregate proceeds of up to Six Million Eight Hundred Thousand Dollars ($6,800,000) as authorized by the Board Written Consent dated August 30, 2023) (the "Current Round"). For the avoidance of doubt, the Investor's rights under this Section 5 shall not extend to, and shall not be triggered by, any of the following:

(i) SAFEs, convertible notes, or other convertible instruments issued in any subsequent separate financing round (whether denominated as a seed round, Series A round, or otherwise) that is distinct from the Current Round;

(ii) strategic convertible notes or instruments issued to strategic investors in connection with commercial arrangements or strategic partnerships;

(iii) convertible instruments issued in connection with compensation arrangements, including, without limitation, convertible notes or equity rights issued to employees, consultants, advisors, or service providers of the Company; or

(iv) any convertible instruments issued in connection with bank financing, venture debt, equipment financing, or similar lending transactions.

(c) The Company shall provide the Investor with written notice of the issuance of any Subsequent Instrument within five (5) business days after such issuance, together with a copy of the form of such Subsequent Instrument (subject to the redaction rights set forth in subsection (a) above). The Company shall make a good faith determination of whether such Subsequent Instrument falls within the scope of the Current Round and shall inform the Investor of such determination in connection with its notice.

Section 6: Information Rights

(a) So long as the Investor holds this Safe (or, following conversion of this Safe, holds any shares of Capital Stock issued upon conversion thereof), the Company shall deliver to the Investor:

(i) Annual Financial Statements. Unaudited annual financial statements of the Company, consisting of a balance sheet, an income statement (statement of operations), and a statement of cash flows, in each case as of and for the fiscal year then ended, within one hundred twenty (120) days after the end of each fiscal year of the Company. Such financial statements shall be prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments.

(ii) Quarterly Updates. Quarterly written updates, within forty-five (45) days after the end of each fiscal quarter of the Company, covering: (A) key operational metrics relevant to the Company's business; (B) a summary of material business developments during the applicable quarter; and (C) summary financial information regarding the Company's revenue, expenses, and cash position. Such quarterly updates may be delivered in the form of a letter, email communication, slide presentation, or investor update, in such format as the Company determines in its reasonable discretion.

(iii) Material Adverse Developments. Prompt written notice of any event, occurrence, or development that, in the Company's reasonable judgment, constitutes a material adverse change in the Company's business, assets, financial condition, or prospects. For purposes of this clause (iii), the Company's obligation to provide prompt notice shall mean notice within a commercially reasonable time after the Company becomes aware of such event, occurrence, or development, taking into account the nature and severity thereof.

(b) The Company's obligations under this Section 6 are subject to the following limitations:

(i) Nothing in this Section 6 shall obligate the Company to prepare audited financial statements unless such audited financial statements are otherwise prepared by the Company in the ordinary course of its business. The Investor acknowledges that as of the Effective Date, Ashgrove Equity Partners Accounting Group LLP provides tax advisory services to the Company but does not perform full audit services, and the Company is not currently required to prepare audited financial statements.

(ii) The Company may satisfy its obligations under Section 6(a)(ii) through investor communications or updates that are distributed to all holders of SAFEs and equity holders of the Company generally, and the Company shall not be required to prepare separate or individualized quarterly reports for the Investor.

(iii) Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to disclose any information that is subject to attorney-client privilege, work-product protection, or a bona fide contractual obligation of confidentiality owed by the Company to a third party; provided, however, that the Company shall use commercially reasonable efforts to provide the substance of such information to the Investor in a manner that does not waive any applicable privilege or result in a breach of any such confidentiality obligation.

(iv) The Investor agrees that all information received pursuant to this Section 6 shall be treated as confidential and shall be subject to the confidentiality provisions set forth in Section 8(m) of this Safe.

Section 7: Pro Rata Rights

The Company and the Investor acknowledge and agree that pro rata participation rights are being granted to the Investor pursuant to a separate Pro Rata Rights Side Letter of even date herewith (the "Side Letter"), executed between the Company and the Investor concurrently with the execution of this Safe. The terms of the Side Letter are incorporated herein by reference solely for purposes of confirming the existence of such pro rata participation rights; provided, however, that in the event of any conflict or inconsistency between the terms of the Side Letter and the terms of this Safe with respect to pro rata participation rights, the terms of the Side Letter shall control. Except as expressly set forth in the Side Letter, nothing in this Safe shall be construed to grant the Investor any right to participate in or purchase securities issued in any future financing of the Company.

Section 8: Miscellaneous

Section 8(a): Payment Mechanics

The Purchase Amount shall be paid by the Investor to the Company by wire transfer of immediately available funds to a bank account designated by the Company in writing prior to the Effective Date. Wire transfer instructions are set forth in Exhibit A attached hereto, or as otherwise communicated by the Company to the Investor in writing. Payment of the Purchase Amount shall be a condition to the effectiveness of this Safe. The Company shall acknowledge receipt of the Purchase Amount in writing promptly following receipt thereof.

Section 8(b): Security; No Indebtedness

This Safe is not, and shall not be deemed or construed to be, a debt instrument, a loan, a promissory note, or any other form of indebtedness for any purpose, including for accounting, tax, regulatory, or other purposes. The Investor is not entitled to receive any interest on the Purchase Amount. This Safe is not secured by any of the Company's assets, and the Investor shall not have any security interest, lien, or other claim on or against any of the Company's assets by reason of this Safe. The Investor's rights under this Safe are subordinate to the rights of all creditors of the Company.

Section 8(c): Amendment and Waiver

This Safe may not be amended, modified, or supplemented, and no provision hereof may be waived, except by a written instrument executed by both the Company and the Investor. No waiver of any provision of this Safe shall constitute a waiver of any other provision hereof, and no waiver shall constitute a continuing waiver. Any amendment or waiver effected in accordance with this Section 8(c) shall be binding upon the Company, the Investor, and their respective successors and assigns.

Section 8(d): Assignment

Neither party may assign this Safe or any of its rights or obligations hereunder without the prior written consent of the other party, except as follows:

(i) The Investor may assign this Safe, without the prior written consent of the Company, to: (A) an affiliate of the Investor (for purposes of this Safe, "affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, the Investor); or (B) a successor fund managed by the same general partner as the Investor (i.e., Vantage Peak Capital Management LLC) or any successor thereto; provided that, in each case, the assignee delivers to the Company a written instrument in form and substance reasonably satisfactory to the Company, pursuant to which the assignee agrees to be bound by all of the terms and conditions of this Safe as if it were the original Investor hereunder, and provided further that no such assignment shall relieve the Investor of its obligations under this Safe if the assignee fails to perform.

(ii) The Company may assign this Safe, without the prior written consent of the Investor, in connection with a merger, consolidation, reorganization, or sale of all or substantially all of the Company's assets, provided that the surviving or acquiring entity assumes all of the Company's obligations under this Safe in writing.

Any attempted assignment in violation of this Section 8(d) shall be null and void. Subject to the foregoing restrictions, this Safe shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

Section 8(e): No Third-Party Beneficiaries

This Safe is for the sole benefit of the Company and the Investor and their respective permitted successors and assigns. Nothing in this Safe, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Safe.

Section 8(f): Governing Law

This Safe shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law 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.

Section 8(g): Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Safe, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered by JAMS in San Francisco, California, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be selected by mutual agreement of the parties or, if the parties are unable to agree, by JAMS in accordance with its applicable rules. The arbitrator's award shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own attorneys' fees and costs incurred in connection with such arbitration, unless the arbitrator determines that the claims or defenses of a party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

Section 8(h): Notices

All notices, requests, demands, consents, and other communications required or permitted to be given under this Safe shall be in writing and shall be deemed effectively given: (i) upon personal delivery; (ii) one (1) business day after deposit with a nationally recognized overnight courier, with written verification of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) upon confirmed transmission by email (with delivery confirmation or read receipt requested), 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, CEO

Email: priya@lumosanalytics.com

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

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

Attention: Patricia Dunmore

Email: pdunmore@calderwoodharkness.com

If to the Investor:

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

Attention: Samantha Reyes, Principal

Email: sreyes@vantagepeakventures.com

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

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

Attention: Jonathan Whitfield

Email: jwhitfield@whitfieldharte.com

Either party may change its address for notice purposes by giving the other party written notice of such change in accordance with this Section 8(h).

Section 8(i): Severability

If any provision of this Safe, or the application thereof to any person, entity, or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Safe shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.

Section 8(j): Entire Agreement; Integration

This Safe, together with the Side Letter and all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter, including, without limitation, the non-binding term sheet dated August 25, 2023 (as countersigned by the Investor on September 1, 2023). No prior draft of this Safe shall be used in the interpretation or construction of this Safe.

Section 8(k): Counterparts; Electronic Signatures

This Safe may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Signatures transmitted by PDF or other electronic means shall be deemed original signatures for all purposes.

Section 8(l): Tax Treatment

For U.S. federal and applicable state and local income tax purposes, the Company and the Investor each agree to treat this Safe as a forward contract for the future issuance of equity of the Company and not as indebtedness of the Company, a partnership interest, or any other form of equity interest, unless otherwise required by a final determination (within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended) of a taxing authority. Neither party shall take any position on any tax return, report, or filing that is inconsistent with this Section 8(l) unless required to do so by applicable law.

Section 8(m): Confidentiality

The terms and conditions of this Safe are confidential. Neither party shall disclose the terms hereof (including the Purchase Amount and the Post-Money Valuation Cap) to any third party without the prior written consent of the other party, except for disclosures:

(i) to such party's directors, officers, employees, members, partners, advisors, accountants, and legal counsel who have a reasonable need to know such information for purposes directly related to this Safe or the transactions contemplated hereby, provided that such recipients are informed of and agree to maintain the confidentiality of such information;

(ii) as required by applicable law, regulation, judicial order, or governmental process, provided that the disclosing party shall, to the extent legally permissible, provide the other party with prompt written notice of such requirement prior to making such disclosure, so that the other party may seek a protective order or other appropriate remedy;

(iii) in connection with a future equity or debt financing, merger, acquisition, or sale of the Company, provided that appropriate confidentiality protections (including, without limitation, non-disclosure agreements) are in place with respect to such disclosure; or

(iv) to current or prospective limited partners, investors, or co-investors of the Investor, provided that such recipients are bound by confidentiality obligations no less protective than those set forth herein.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Safe as of the date first written above.

COMPANY:

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: CEO & President

Date: ________

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

By: Vantage Peak Capital Management LLC, its General Partner

By: ________

Name: Samantha Reyes

Title: Principal

Date: ________

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS

To be provided by the Company prior to execution.

The Company shall provide the Investor with final, complete wire instructions, including account number and routing number, no later than two (2) business days prior to the anticipated date of closing. The Investor shall confirm the accuracy of all wire instructions with the Company by telephone at a verified telephone number prior to initiating any wire transfer.

Matter No. 1008-00003 Calderwood & Harkness LLP	555 California Street, 30th Floor	San Francisco, CA 94104
Item	Details
Financial Institution	Silicon Valley Commerce Bank
Bank Address	3003 Tasman Drive, Santa Clara, CA 95054
Account Name	Lumos Analytics Inc.
Account Number	[To be provided at closing]
ABA/Routing Number	[To be provided at closing]
Reference	SAFE — Vantage Peak Ventures Fund II, L.P.

CONFIDENTIAL Calderwood & Harkness LLP Matter No. 1008-00003
POST-MONEY SAFE (Simple Agreement for Future Equity)
REVISED DRAFT — September 11, 2023
Prepared by Calderwood & Harkness LLP on behalf of Lumos Analytics Inc. Circulated to Whitfield Harte & Associates LLP for review on behalf of Vantage Peak Ventures Fund II, L.P.
This revised draft dated September 11, 2023 reflects changes negotiated between Calderwood & Harkness LLP (counsel to the Company) and Whitfield Harte & Associates LLP (counsel to the Investor) following receipt of Whitfield Harte's markup on September 8, 2023. Key revisions from the first draft (September 5, 2023) include: (1) narrowed MFN provision to apply only to instruments issued as part of the current round; (2) expanded information rights to include quarterly updates and material adverse development notifications, subject to agreed limitations; and (3) removal of pro rata rights from the body of the SAFE in favor of a separate Pro Rata Rights Side Letter. This draft is circulated as near-final and subject to Whitfield Harte's confirmation.
Prepared by: Omar Siddiqui, Associate, Calderwood & Harkness LLP Reviewed by: Patricia Dunmore, Partner, Calderwood & Harkness LLP
SAFE
(Simple Agreement for Future Equity)
THIS SAFE (this "Safe") is entered into as of __, 2023 (the "Effective Date"), by and between:
Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal place of business 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 place of business 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 the right to receive certain equity securities of the Company upon the occurrence of certain events, on the terms and subject to the conditions set forth herein; and
WHEREAS, the Company desires to accept such funding from the Investor on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Purchase Amount: $3,500,000
Post-Money Valuation Cap: $28,000,000
discount Rate: N/A
This instrument is based on the Calderon Partners LLC standard Post-Money SAFE form, as modified by agreement of the parties. In the event of any ambiguity, the terms of this instrument as set forth herein shall control.
Section 1: Events
Section 1(a): Equity Financing
Upon the closing of an Equity Financing (as defined in Section 2 below), this Safe will automatically convert into shares of the Company's capital stock as follows:
(i) The Safe will automatically convert into a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. The "Conversion Price" shall be the lower of: (A) the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization (each as defined below); or (B) the price per share of the Standard Preferred Stock sold to investors in the Equity Financing. Because no discount Rate applies to this Safe, no discounted price alternative is applicable, and the Conversion Price shall be determined solely by reference to the foregoing clauses (A) and (B).
(ii) The Company shall promptly issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price, rounded down to the nearest whole share.
(iii) The Investor shall receive shares of Safe Preferred Stock having the same rights, privileges, preferences, and restrictions as the shares of Standard Preferred Stock issued to investors in the Equity Financing; provided, however, that if the Conversion Price is determined by reference to the Post-Money Valuation Cap (i.e., clause (A) above yields a lower price per share than clause (B) above), the shares of Safe Preferred Stock issued to the Investor shall have rights, privileges, preferences, and restrictions identical to those of the Standard Preferred Stock, except that: (x) the per-share liquidation preference of such Safe Preferred Stock shall equal the Conversion Price (rather than the price per share paid by the investors in the Equity Financing); and (y) the conversion price for purposes of price-based anti-dilution protection applicable to such Safe Preferred Stock shall be the Conversion Price.
(iv) For the avoidance of doubt, the Equity Financing must have aggregate gross proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding all proceeds received by the Company from the conversion of this Safe, any other SAFEs, and any other convertible instruments into shares of Preferred Stock in connection with such Equity Financing.
(v) In connection with the issuance of shares of Safe Preferred Stock or Standard Preferred Stock to the Investor pursuant to this Section 1(a), the Investor shall execute and deliver all transaction documents related to the Equity Financing to the same extent as the investors participating in the Equity Financing, including any stock purchase agreement, investors' rights agreement, right of first refusal and co-sale agreement, voting agreement, and any other ancillary agreements, in each case with customary and appropriate modifications to reflect the issuance of Safe Preferred Stock in lieu of Standard Preferred Stock (if applicable).
Section 1(b): Liquidity Event
If a Liquidity Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing:
(i) The Investor shall have the option, at its sole election, to either:
(A) receive from the Company a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or
(B) receive from the Company a number of shares of the Company's Common Stock equal to the Purchase Amount divided by the Liquidity Price (as defined in Section 2 below), with any fractional shares rounded down to the nearest whole share.
(ii) The Investor shall notify the Company in writing of its election under clause (i) above promptly upon receipt of notice of the Liquidity Event and, in any event, no later than five (5) business days prior to the consummation of the Liquidity Event. If the Investor fails to deliver timely notice of its election, the Investor shall be deemed to have elected the option set forth in clause (i)(B) above (i.e., receipt of shares of Common Stock).
(iii) Any cash payment or share issuance to the Investor pursuant to this Section 1(b) shall be made immediately prior to, or concurrent with, the consummation of the Liquidity Event. In the event of a Liquidity Event that constitutes a Change of Control, the acquirer may assume the Company's obligations under this Section 1(b) and fulfill such obligations directly.
(iv) If, upon the occurrence of a Liquidity Event, the Company's available funds or assets are insufficient to pay the full Cash-Out Amount to the Investor (and to all other holders of SAFEs who have elected to receive a cash payment), the available funds or assets shall be distributed among such holders on a pro rata basis in proportion to the full Cash-Out Amounts to which they would otherwise be entitled.
Section 1(c): Dissolution Event
If a Dissolution Event (as defined in Section 2 below) occurs before the termination of this Safe and before an Equity Financing or a Liquidity Event:
(i) The Company shall pay to the Investor an amount equal to the Purchase Amount from the Company's remaining assets legally available for distribution to its stockholders (the "Dissolution Amount").
(ii) The Dissolution Amount shall be paid in the following order of priority: first, after the satisfaction of all of the Company's outstanding debts and obligations and all claims of the Company's creditors (including, without limitation, any secured and unsecured creditors); second, in preference to any distributions to holders of the Company's Common Stock; and third, pari passu with payments to holders of any other outstanding SAFEs issued by the Company.
(iii) If the Company's assets available for distribution to stockholders are insufficient to permit payment in full of the Dissolution Amount to the Investor and the corresponding dissolution amounts payable to all other holders of outstanding SAFEs, the available assets shall be distributed among the Investor and such other SAFE holders on a pro rata basis in proportion to their respective Purchase Amounts.
(iv) The Investor acknowledges that the Company's assets may be insufficient to pay any portion of the Dissolution Amount and that the Investor's right to receive the Dissolution Amount is subordinate to the claims of all creditors of the Company.
Section 1(d): Termination
This Safe will automatically terminate, without requiring any further action by either party, upon the earliest to occur of the following:
(i) the issuance of shares of Safe Preferred Stock or Standard Preferred Stock to the Investor pursuant to an Equity Financing conversion under Section 1(a);
(ii) the payment of the Cash-Out Amount or the issuance of shares of Common Stock to the Investor pursuant to a Liquidity Event under Section 1(b); or
(iii) the payment (whether in full or in part, in the case of insufficient assets) of the Dissolution Amount to the Investor pursuant to a Dissolution Event under Section 1(c).
Upon termination, this Safe 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 8 (Miscellaneous) that by their nature are intended to survive termination shall survive.
Section 2: Definitions
As used in this Safe, the following terms shall have the meanings set forth below:
"Capital Stock" means the shares of any class of stock of the Company, including Common Stock and Preferred Stock of any series.
"Company Capitalization" means the sum, as of immediately prior to the applicable conversion event, of: (a) all shares of Capital Stock issued and outstanding, assuming the conversion of all outstanding shares of Preferred Stock into shares of Common Stock; (b) all shares of Common Stock reserved and available for future grant under any equity incentive plan of the Company, including, without limitation, the Company's 2022 Equity Incentive Plan, and including any increases to the shares reserved under such plans resulting from "evergreen" or similar automatic increase provisions; (c) all outstanding options, warrants, and other rights to acquire shares of Capital Stock, whether vested or unvested, including options granted under any equity incentive plan; and (d) all shares of Capital Stock issuable upon conversion of all outstanding SAFEs and other convertible instruments (with such number of shares calculated by dividing the purchase amount of each such instrument by the applicable conversion price, determined using the post-money valuation cap method applicable to each such instrument). Notwithstanding the foregoing, Company Capitalization shall not include any shares issuable upon conversion of any SAFEs, convertible notes, or other convertible instruments that have not yet been issued or sold as of the date of the applicable conversion event.
For reference purposes only and not as a representation or warranty (except as set forth in Section 3(e) below), the Company's current capitalization as of the Effective Date is as follows: (i) 10,000,000 authorized shares of Common Stock, of which 8,600,000 shares are issued and outstanding; (ii) 1,200,000 shares reserved under the Company's 2022 Equity Incentive Plan, of which 480,000 shares have been granted pursuant to outstanding option awards and 720,000 shares remain available for future grant; and (iii) outstanding pre-seed SAFEs with aggregate purchase amounts of $1,200,000 and a post-money valuation cap of $8,000,000.
"Change of Control" means any transaction or series of related transactions resulting in: (a) the acquisition, directly or indirectly, by any person, entity, or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), of beneficial ownership of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then-outstanding securities; (b) a merger, consolidation, reorganization, or similar business combination transaction involving the Company, unless the holders of the Company's outstanding voting securities immediately prior to such transaction continue to hold more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the consummation of such transaction; or (c) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company.
"Direct Listing" means the Company's listing of its Common Stock (or any securities representing or equivalent to its Common Stock) 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 or equivalent form) filed under the Securities Act of 1933, as amended, that is not filed in connection with, and does not contemplate, a concurrent firm commitment underwritten public offering of the Company's Common Stock.
"Dissolution Event" means: (a) a voluntary termination of operations of the Company; (b) a general assignment for the benefit of the Company's creditors; or (c) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary; provided, however, that a Dissolution Event shall not include any transaction that constitutes a Liquidity Event.
"Equity Financing" means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock of the Company at a fixed pre-money or post-money valuation, with aggregate gross cash proceeds to the Company of not less than One Million Dollars ($1,000,000), excluding all proceeds received by the Company from the conversion of SAFEs or other convertible instruments into shares of Preferred Stock in connection with such transaction or series of transactions.
"Initial Public Offering" means the closing of the Company's first firm commitment underwritten initial public offering of shares of the Company's Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission.
"Liquidity Event" means a Change of Control, an Initial Public Offering, or a Direct Listing.
"Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.
"Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).
"Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000).
"Safe Preferred Stock" means the shares of a series of the Company's Preferred Stock issued to the Investor in an Equity Financing pursuant to the conversion of this Safe under Section 1(a), having identical rights, privileges, preferences, and restrictions as the shares of Standard Preferred Stock issued in such Equity Financing, except that: (a) the per-share liquidation preference of such Safe Preferred Stock shall equal the Conversion Price (as determined under Section 1(a)); and (b) the conversion price for purposes of any price-based anti-dilution protection applicable to such Safe Preferred Stock shall be the Conversion Price.
"Standard Preferred Stock" means the shares of the series of Preferred Stock of the Company issued to investors in the Equity Financing (other than shares issued upon conversion of SAFEs or other convertible instruments).
"SAFE" or "Safe" means this Simple Agreement for Future Equity instrument, including all exhibits and schedules attached hereto, as the same may be amended from time to time in accordance with Section 8(c).
Section 3: Company Representations
The Company hereby represents and warrants to the Investor as of the Effective Date as follows:
Section 3(a): Organization and Good Standing
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7394821). The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, properties, or financial condition.
Section 3(b): Authorization
The execution, delivery, and performance by the Company of this Safe and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including a Written Consent of the Board of Directors of the Company dated August 30, 2023, authorizing the issuance of SAFEs in an aggregate amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000). This Safe, when executed and delivered by the Company, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3(c): No Conflict
The execution, delivery, and performance by the Company of this Safe, and the consummation of the transactions contemplated hereby (including the issuance of the shares of Safe Preferred Stock or Common Stock upon conversion of this Safe), do not and will not: (i) violate or conflict with any provision of the Company's Certificate of Incorporation (as amended or restated) or Bylaws (as amended or restated); (ii) violate, conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in the termination of, or create any right of acceleration under, any material agreement, contract, instrument, mortgage, lien, lease, permit, or obligation to which the Company is a party or by which the Company or any of its properties or assets is bound; or (iii) result in the creation or imposition of any lien, security interest, or encumbrance upon any of the Company's properties or assets.
Section 3(d): Valid Issuance
The shares of Safe Preferred Stock or Common Stock issuable upon conversion of this Safe, when issued, sold, and delivered in accordance with the terms and conditions of this Safe and for the consideration expressed herein, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions, other than: (i) restrictions on transfer under this Safe; (ii) restrictions on transfer under applicable federal and state securities laws; and (iii) any liens or encumbrances created by or imposed upon the Investor.
Section 3(e): Capitalization
As of the Effective Date, the Company's authorized capital stock consists of 10,000,000 shares of Common Stock, $0.0001 par value per share, of which 8,600,000 shares are issued and outstanding. The Company has reserved 1,200,000 shares of Common Stock for issuance under its 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares remain available for future issuance. Except as set forth in this Section 3(e) and as otherwise disclosed in writing to the Investor prior to the date hereof, there are no other outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights, agreements, or commitments to acquire any shares of the Company's Capital Stock or any securities convertible into or exchangeable for shares of the Company's Capital Stock, other than (a) the pre-seed SAFEs previously described in the Company's disclosure to the Investor, which have aggregate purchase amounts of $1,200,000 and a post-money valuation cap of $8,000,000, and (b) this Safe.
Section 4: Investor Representations
The Investor hereby represents and warrants to the Company as of the Effective Date as follows:
Section 4(a): Accredited Investor
The Investor represents that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and that the Investor has completed, or will complete prior to the Effective Date, any applicable investor questionnaire or accredited investor certification as may be reasonably requested by the Company.
Section 4(b): Investment Intent
The Investor is acquiring this Safe, and upon conversion of this Safe will acquire the underlying shares of Safe Preferred Stock, Standard Preferred Stock, or Common Stock (as applicable), for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended. The Investor understands that this Safe and the underlying securities have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws, by reason of specific exemptions from the registration provisions thereof, which exemptions depend upon, among other things, the bona fide nature of the investment intent as expressed herein.
Section 4(c): Investment Experience and Risk
The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment contemplated by this Safe. The Investor understands that the investment in this Safe involves a high degree of risk, including, without limitation, the risk of total loss of the Purchase Amount. The Investor acknowledges that the Company is an early-stage enterprise, having been incorporated on January 14, 2022, with a limited operating history, limited revenue, and no assurance of future profitability or success. The Investor is able to bear the economic risk of the investment for an indefinite period and can afford a complete loss of such investment.
Section 4(d): No Public Market
The Investor acknowledges that there is currently no public trading market for this Safe or for the Company's Common Stock, Preferred Stock, or any other securities of the Company, and that no assurance has been given that any such public market will develop. The Investor further acknowledges that the Safe and the securities issuable upon conversion thereof are subject to significant restrictions on transfer, as set forth herein and under applicable securities laws.
Section 4(e): 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, and the execution, delivery, and performance of this Safe on behalf of the Investor have been duly authorized by Vantage Peak Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of Vantage Peak Ventures Fund II, L.P. This Safe, when executed and delivered by the Investor, will constitute a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 5: Most Favored Nation Provision
(a) If, after the Effective Date and prior to the termination of this Safe pursuant to Section 1(d), the Company issues any SAFE, convertible note, or other convertible instrument (a "Subsequent Instrument") that contains terms that are, taken as a whole, more favorable to the holder thereof than the terms of this Safe are to the Investor, then the Investor may elect to amend this Safe to reflect such more favorable terms. To exercise this right, the Investor must deliver written notice to the Company within fifteen (15) days after the Company provides written notice to the Investor of the issuance of such Subsequent Instrument (together with a copy of the form thereof, which may be redacted to remove the identity of the counterparty thereto if the Company determines such redaction to be reasonably necessary to comply with a confidentiality obligation). Upon timely delivery of such written notice by the Investor, this Safe shall be deemed automatically amended to incorporate such more favorable terms, effective as of the date of the Investor's notice.
(b) Notwithstanding the foregoing, the Investor's rights under this Section 5 shall apply only to Subsequent Instruments that are issued as part of the same financing round as this Safe (i.e., the Company's current SAFE round targeting aggregate proceeds of up to Six Million Eight Hundred Thousand Dollars ($6,800,000) as authorized by the Board Written Consent dated August 30, 2023) (the "Current Round"). For the avoidance of doubt, the Investor's rights under this Section 5 shall not extend to, and shall not be triggered by, any of the following:
(i) SAFEs, convertible notes, or other convertible instruments issued in any subsequent separate financing round (whether denominated as a seed round, Series A round, or otherwise) that is distinct from the Current Round;
(ii) strategic convertible notes or instruments issued to strategic investors in connection with commercial arrangements or strategic partnerships;
(iii) convertible instruments issued in connection with compensation arrangements, including, without limitation, convertible notes or equity rights issued to employees, consultants, advisors, or service providers of the Company; or
(iv) any convertible instruments issued in connection with bank financing, venture debt, equipment financing, or similar lending transactions.
(c) The Company shall provide the Investor with written notice of the issuance of any Subsequent Instrument within five (5) business days after such issuance, together with a copy of the form of such Subsequent Instrument (subject to the redaction rights set forth in subsection (a) above). The Company shall make a good faith determination of whether such Subsequent Instrument falls within the scope of the Current Round and shall inform the Investor of such determination in connection with its notice.
Section 6: Information Rights
(a) So long as the Investor holds this Safe (or, following conversion of this Safe, holds any shares of Capital Stock issued upon conversion thereof), the Company shall deliver to the Investor:
(i) Annual Financial Statements. Unaudited annual financial statements of the Company, consisting of a balance sheet, an income statement (statement of operations), and a statement of cash flows, in each case as of and for the fiscal year then ended, within one hundred twenty (120) days after the end of each fiscal year of the Company. Such financial statements shall be prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments.
(ii) Quarterly Updates. Quarterly written updates, within forty-five (45) days after the end of each fiscal quarter of the Company, covering: (A) key operational metrics relevant to the Company's business; (B) a summary of material business developments during the applicable quarter; and (C) summary financial information regarding the Company's revenue, expenses, and cash position. Such quarterly updates may be delivered in the form of a letter, email communication, slide presentation, or investor update, in such format as the Company determines in its reasonable discretion.
(iii) Material Adverse Developments. Prompt written notice of any event, occurrence, or development that, in the Company's reasonable judgment, constitutes a material adverse change in the Company's business, assets, financial condition, or prospects. For purposes of this clause (iii), the Company's obligation to provide prompt notice shall mean notice within a commercially reasonable time after the Company becomes aware of such event, occurrence, or development, taking into account the nature and severity thereof.
(b) The Company's obligations under this Section 6 are subject to the following limitations:
(i) Nothing in this Section 6 shall obligate the Company to prepare audited financial statements unless such audited financial statements are otherwise prepared by the Company in the ordinary course of its business. The Investor acknowledges that as of the Effective Date, Ashgrove Equity Partners Accounting Group LLP provides tax advisory services to the Company but does not perform full audit services, and the Company is not currently required to prepare audited financial statements.
(ii) The Company may satisfy its obligations under Section 6(a)(ii) through investor communications or updates that are distributed to all holders of SAFEs and equity holders of the Company generally, and the Company shall not be required to prepare separate or individualized quarterly reports for the Investor.
(iii) Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to disclose any information that is subject to attorney-client privilege, work-product protection, or a bona fide contractual obligation of confidentiality owed by the Company to a third party; provided, however, that the Company shall use commercially reasonable efforts to provide the substance of such information to the Investor in a manner that does not waive any applicable privilege or result in a breach of any such confidentiality obligation.
(iv) The Investor agrees that all information received pursuant to this Section 6 shall be treated as confidential and shall be subject to the confidentiality provisions set forth in Section 8(m) of this Safe.
Section 7: Pro Rata Rights
The Company and the Investor acknowledge and agree that pro rata participation rights are being granted to the Investor pursuant to a separate Pro Rata Rights Side Letter of even date herewith (the "Side Letter"), executed between the Company and the Investor concurrently with the execution of this Safe. The terms of the Side Letter are incorporated herein by reference solely for purposes of confirming the existence of such pro rata participation rights; provided, however, that in the event of any conflict or inconsistency between the terms of the Side Letter and the terms of this Safe with respect to pro rata participation rights, the terms of the Side Letter shall control. Except as expressly set forth in the Side Letter, nothing in this Safe shall be construed to grant the Investor any right to participate in or purchase securities issued in any future financing of the Company.
Section 8: Miscellaneous
Section 8(a): Payment Mechanics
The Purchase Amount shall be paid by the Investor to the Company by wire transfer of immediately available funds to a bank account designated by the Company in writing prior to the Effective Date. Wire transfer instructions are set forth in Exhibit A attached hereto, or as otherwise communicated by the Company to the Investor in writing. Payment of the Purchase Amount shall be a condition to the effectiveness of this Safe. The Company shall acknowledge receipt of the Purchase Amount in writing promptly following receipt thereof.
Section 8(b): Security; No Indebtedness
This Safe is not, and shall not be deemed or construed to be, a debt instrument, a loan, a promissory note, or any other form of indebtedness for any purpose, including for accounting, tax, regulatory, or other purposes. The Investor is not entitled to receive any interest on the Purchase Amount. This Safe is not secured by any of the Company's assets, and the Investor shall not have any security interest, lien, or other claim on or against any of the Company's assets by reason of this Safe. The Investor's rights under this Safe are subordinate to the rights of all creditors of the Company.
Section 8(c): Amendment and Waiver
This Safe may not be amended, modified, or supplemented, and no provision hereof may be waived, except by a written instrument executed by both the Company and the Investor. No waiver of any provision of this Safe shall constitute a waiver of any other provision hereof, and no waiver shall constitute a continuing waiver. Any amendment or waiver effected in accordance with this Section 8(c) shall be binding upon the Company, the Investor, and their respective successors and assigns.
Section 8(d): Assignment
Neither party may assign this Safe or any of its rights or obligations hereunder without the prior written consent of the other party, except as follows:
(i) The Investor may assign this Safe, without the prior written consent of the Company, to: (A) an affiliate of the Investor (for purposes of this Safe, "affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, the Investor); or (B) a successor fund managed by the same general partner as the Investor (i.e., Vantage Peak Capital Management LLC) or any successor thereto; provided that, in each case, the assignee delivers to the Company a written instrument in form and substance reasonably satisfactory to the Company, pursuant to which the assignee agrees to be bound by all of the terms and conditions of this Safe as if it were the original Investor hereunder, and provided further that no such assignment shall relieve the Investor of its obligations under this Safe if the assignee fails to perform.
(ii) The Company may assign this Safe, without the prior written consent of the Investor, in connection with a merger, consolidation, reorganization, or sale of all or substantially all of the Company's assets, provided that the surviving or acquiring entity assumes all of the Company's obligations under this Safe in writing.
Any attempted assignment in violation of this Section 8(d) shall be null and void. Subject to the foregoing restrictions, this Safe shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.
Section 8(e): No Third-Party Beneficiaries
This Safe is for the sole benefit of the Company and the Investor and their respective permitted successors and assigns. Nothing in this Safe, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Safe.
Section 8(f): Governing Law
This Safe shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law 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.
Section 8(g): Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Safe, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered by JAMS in San Francisco, California, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be selected by mutual agreement of the parties or, if the parties are unable to agree, by JAMS in accordance with its applicable rules. The arbitrator's award shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own attorneys' fees and costs incurred in connection with such arbitration, unless the arbitrator determines that the claims or defenses of a party were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
Section 8(h): Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Safe shall be in writing and shall be deemed effectively given: (i) upon personal delivery; (ii) one (1) business day after deposit with a nationally recognized overnight courier, with written verification of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) upon confirmed transmission by email (with delivery confirmation or read receipt requested), 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, CEO
Email: priya@lumosanalytics.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104
Attention: Patricia Dunmore
Email: pdunmore@calderwoodharkness.com
If to the Investor:
Vantage Peak Ventures Fund II, L.P. 2900 Sand Hill Road, Suite 240 Menlo Park, California 94025
Attention: Samantha Reyes, Principal
Email: sreyes@vantagepeakventures.com
With a copy (which shall not constitute notice) to:
Whitfield Harte & Associates LLP 3000 El Camino Real, Suite 500 Palo Alto, California 94306
Attention: Jonathan Whitfield
Email: jwhitfield@whitfieldharte.com
Either party may change its address for notice purposes by giving the other party written notice of such change in accordance with this Section 8(h).
Section 8(i): Severability
If any provision of this Safe, or the application thereof to any person, entity, or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Safe shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.
Section 8(j): Entire Agreement; Integration
This Safe, together with the Side Letter and all exhibits and schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether oral or written) relating to such subject matter, including, without limitation, the non-binding term sheet dated August 25, 2023 (as countersigned by the Investor on September 1, 2023). No prior draft of this Safe shall be used in the interpretation or construction of this Safe.
Section 8(k): Counterparts; Electronic Signatures
This Safe may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Signatures transmitted by PDF or other electronic means shall be deemed original signatures for all purposes.
Section 8(l): Tax Treatment
For U.S. federal and applicable state and local income tax purposes, the Company and the Investor each agree to treat this Safe as a forward contract for the future issuance of equity of the Company and not as indebtedness of the Company, a partnership interest, or any other form of equity interest, unless otherwise required by a final determination (within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended) of a taxing authority. Neither party shall take any position on any tax return, report, or filing that is inconsistent with this Section 8(l) unless required to do so by applicable law.
Section 8(m): Confidentiality
The terms and conditions of this Safe are confidential. Neither party shall disclose the terms hereof (including the Purchase Amount and the Post-Money Valuation Cap) to any third party without the prior written consent of the other party, except for disclosures:
(i) to such party's directors, officers, employees, members, partners, advisors, accountants, and legal counsel who have a reasonable need to know such information for purposes directly related to this Safe or the transactions contemplated hereby, provided that such recipients are informed of and agree to maintain the confidentiality of such information;
(ii) as required by applicable law, regulation, judicial order, or governmental process, provided that the disclosing party shall, to the extent legally permissible, provide the other party with prompt written notice of such requirement prior to making such disclosure, so that the other party may seek a protective order or other appropriate remedy;
(iii) in connection with a future equity or debt financing, merger, acquisition, or sale of the Company, provided that appropriate confidentiality protections (including, without limitation, non-disclosure agreements) are in place with respect to such disclosure; or
(iv) to current or prospective limited partners, investors, or co-investors of the Investor, provided that such recipients are bound by confidentiality obligations no less protective than those set forth herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Safe as of the date first written above.
COMPANY:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: CEO & President
Date: ________
INVESTOR:
VANTAGE PEAK VENTURES FUND II, L.P.
By: Vantage Peak Capital Management LLC, its General Partner
By: ________
Name: Samantha Reyes
Title: Principal
Date: ________
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
To be provided by the Company prior to execution.
The Company shall provide the Investor with final, complete wire instructions, including account number and routing number, no later than two (2) business days prior to the anticipated date of closing. The Investor shall confirm the accuracy of all wire instructions with the Company by telephone at a verified telephone number prior to initiating any wire transfer.
Matter No. 1008-00003 Calderwood & Harkness LLP | 555 California Street, 30th Floor | San Francisco, CA 94104
Item | Details
Financial Institution | Silicon Valley Commerce Bank
Bank Address | 3003 Tasman Drive, Santa Clara, CA 95054
Account Name | Lumos Analytics Inc.
Account Number | [To be provided at closing]
ABA/Routing Number | [To be provided at closing]
Reference | SAFE — Vantage Peak Ventures Fund II, L.P.

CONFIDENTIAL Calderwood & Harkness LLP Matter No. 1008-00003

RECITALS

COMPANY:

LUMOS ANALYTICS INC.

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS

Record

Parties

Dates

Amounts